UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): December 31,
2018
Pharma-Bio
Serv, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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0-50956
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20-0653570
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6 Road
696, Dorado, Puerto Rico
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00646
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(787)
278-2709
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 31, 2018, Pharma-Bio Serv, Inc. (the
“Company”) amended the Consulting Agreement, dated
January 1, 2014, as amended, by and among the Company, Strategic
Consultants International, LLC (“Consultant”) and
Elizabeth Plaza (the “Consulting Agreement”), effective
January 1, 2019 (the “Amendment”). The
Amendment extends the Consulting Agreement for an additional year
to December 31, 2019 and maintains the past compensation
structure. All other terms and conditions of the Consulting
Agreement remain the same. A copy of the Amendment is
attached to this report as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Consulting
Agreement Amendment, dated December 31, 2018, by and among
Pharma-Bio Serv, Inc., Strategic Consultants International, LLC and
Elizabeth Plaza, effective January 1, 2019.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PHARMA-BIO SERV,
INC.
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Date: January 4,
2019
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By:
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/s/
Pedro
J. Lasanta
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Pedro J.
Lasanta
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Chief Financial
Officer, Vice President Finance and Administration and
Secretary
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Exhibit 10.1
CONSULTING AGREEMENT AMENDMENT
CONSULTING AGREEMENT AMENDMENT
(this
“Amendment”), effective as of
January 1, 2019, by and among Pharma-Bio Serv, Inc., a
Delaware corporation (the “Company”), Strategic
Consultants International, LLC, a Puerto Rico registered Limited
Liability Corporation (the “Consultant”), and Elizabeth
Plaza, residing in Dorado, Puerto Rico
(“Plaza”).
W I T N
E S S E T H:
WHEREAS
, the Company, Consultant and
Plaza have entered into that certain Consulting Agreement,
effective as of January 1, 2014, as such Consulting Agreement has
been and may be amended, restated or otherwise modified from time
to time (the "Consulting Agreement"). Capitalized terms used but
not defined herein shall have the meaning ascribed to such terms in
the Consulting Agreement; and
WHEREAS
, the Company, Consultant and
Plaza desire to modify the Consulting Agreement.
NOW THEREFORE
, for good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1.
The following shall
be added to the end of Section 2 of the Consulting
Agreement:
This
Agreement shall be extended through December 31, 2019. For purposes
of this Agreement, “Extension Term” shall mean the
period from January 1, 2019 through December 31, 2019. All
references in this Agreement to the “Term” shall
include the “Extension Term,” unless specifically
indicated otherwise.
2.
All references to
the “year ending October 31, 2018” in Section 5 of the
Consulting Agreement shall be amended and replaced with the
“year ending October 31, 2019.”
3.
Except as expressly
amended by the terms of this Amendment and all prior amendments to
the Consulting Agreement, the terms of the Consulting Agreement
shall remain in effect and are unchanged by this
Amendment.
IN WITNESS WHEREOF
, the parties have
executed this Amendment in Dorado, Puerto Rico, this 31
st
day of December,
2018.
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PHARMA-BIO SERV, INC.
By:
/s/ Pedro J.
Lasanta
Name:
Pedro J. Lasanta
Title: Chief
Financial Officer and Vice President-
Finance and Administration and Secretary
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STRATEGIC CONSULTANTS INTERNATIONAL LLC:
By:
/s/ Elizabeth
Plaza
Name:
Elizabeth Plaza
Title:
Consultant
/s/ Elizabeth
Plaza
Elizabeth
Plaza, individually
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