Filed
Pursuant to Rule 424(b)(3)
File No.
333-148227
PROSPECTUS
PRESSURE
BIOSCIENCES, INC.
126,750
Shares
Common
Stock
This
prospectus relates to the resale of up to 126,750 shares of our common stock
by
the selling stockholders listed in the section entitled “Selling Stockholders”
beginning on page 9 of this prospectus. The selling stockholders acquired their
shares of common stock from us in a private placement that closed on November
21, 2007, and is more fully described in the section entitled “Selling
Stockholders” beginning on page 9. We are not selling any securities under this
prospectus or its supplements and will not receive any of the proceeds from
the
sale of shares by the selling stockholders.
This
prospectus may be supplemented from time to time by one or more prospectus
supplements.
The
selling stockholders may sell the shares of common stock described in this
prospectus or its supplements in a number of different ways and at varying
prices. We provide more information about how the selling stockholders may
sell
their shares of common stock in the section entitled “Plan of Distribution” on
page 10 and in any supplements to this prospectus. We will not be paying any
underwriting discounts or commissions in this offering.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “PBIO.”
On January 22, 2008, the last sale price of the common stock as reported on
The Nasdaq Capital Market was $4.89 per share.
Investing
in our common stock involves risks and uncertainties. You should review
carefully the risks and uncertainties described under the heading
“Risk
Factors”
beginning on page 4 of this prospectus and under similar headings in each
prospectus supplement and the other documents that are incorporated in this
prospectus by reference.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal offense.
The
date
of this prospectus is January 22, 2008.
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ABOUT
THIS PROSPECTUS
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1
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FORWARD-LOOKING
STATEMENTS
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1
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PROSPECTUS
SUMMARY
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2
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RISK
FACTORS
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4
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USE
OF PROCEEDS
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9
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SELLING
STOCKHOLDERS
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9
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PLAN
OF DISTRIBUTION
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10
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LEGAL
MATTERS
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11
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EXPERTS
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11
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WHERE
YOU CAN FIND MORE INFORMATION
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11
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ABOUT
THIS PROSPECTUS
You
should rely only on the information contained or incorporated by reference
in
this prospectus, and on the information contained in any prospectus supplements.
We have not, and the selling stockholders have not, authorized anyone to provide
you with information different from that contained in this prospectus or such
supplements. The selling stockholders are offering to sell, and seeking offers
to buy, shares of our common stock only in jurisdictions where it is lawful
to
do so. The information in this prospectus is accurate only as of the date of
this prospectus, and the information in any prospectus supplement is accurate
only as of the date of such supplement, regardless of the time of delivery
of
this prospectus or any such supplement or any sale of our common stock.
This
prospectus, any supplements to this prospectus and other documents that are
and
will be incorporated into this prospectus contain statements that involve
expectations, plans or intentions (such as those relating to future business
or
financial results, new products or services, or management strategies). These
statements are forward-looking and are subject to risks and uncertainties,
so
actual results may vary materially. You can identify these forward-looking
statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,”
“estimate,” “intend,” “plan” and other similar expressions. You should consider
our forward-looking statements in light of the risks discussed under the heading
“Risk Factors” below and in documents incorporated herein by reference,
including our consolidated financial statements, related notes and other
financial information appearing in our other filings and documents incorporated
herein by reference. Given these risks and uncertainties, we caution you not
to
place undue reliance on such forward-looking statements. The forward-looking
statements contained in this prospectus speak only as of the date hereof and
we
assume no obligation to update such statements.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere or incorporated by reference
into this prospectus. Because it is a summary, it does not contain all of the
information that you should consider before investing in our common stock.
You
should read this entire prospectus and any supplements to this prospectus
carefully, including the section entitled “Risk Factors” and the documents that
we incorporate by reference into this prospectus or any such supplements, before
making an investment decision.
Unless
the context requires otherwise, in this prospectus, a reference to “PBI,”
“Pressure BioSciences,” “we,” “us,” and “our” refer to Pressure BioSciences,
Inc., a Massachusetts corporation, and its subsidiaries.
About
Pressure BioSciences
We
are a
life sciences company focused on the development and commercialization of an
enabling, platform technology called pressure cycling technology or PCT. PCT
uses cycles of hydrostatic pressure between low and ultra-high levels (up to
35,000 psi and greater) to control bio-molecular interactions.
Our
pressure cycling technology uses our internally developed instrumentation that
is capable of cycling pressure between low and ultra-high levels at controlled
temperatures to rapidly and repeatedly control the interactions of
bio-molecules. Our instrument, the Barocycler®, and our internally developed
disposable PULSE© (Pressure Used to Lyse Samples for Extraction) Tubes, together
make up the PCT Sample Preparation System.
We
hold
13 United States and 6 foreign patents covering the use of PCT in the life
sciences field, and these patents have claims that apply to a variety of
different uses in sample preparation, nucleic acid or protein extraction and
other areas. We believe our pressure cycling technology employs a unique
approach that has the potential for broad applications in a number of
established and emerging life sciences areas, including;
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sample
preparation for genomic, proteomic, and small molecule studies;
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control
of chemical (enzymatic) reactions;
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We
were
incorporated in the Commonwealth of Massachusetts in August 1978 as Boston
Biomedica, Inc. In September 2004 we completed the sale of the Boston Biomedica
core business units and began to focus exclusively on the further development
and commercialization of our pressure cycling technology. Following this change
in business strategy, we changed our name from Boston Biomedica, Inc. to
Pressure BioSciences, Inc., and commenced significant operations as Pressure
BioSciences, Inc. (PBI) in February 2005. Our web address is
www.pressurebiosciences.com. We make available free of charge through the
investor relations section of our website all reports that we file with the
Securities and Exchange Commission. We do not incorporate the information on
our
website into this prospectus, and you should not consider it part of this
prospectus or any accompanying prospectus supplement.
The
Offering
On
November 21, 2007, we sold and issued to the selling stockholders named on
page
9 in a private placement an aggregate of 126,750 shares of our common stock.
As
part of the agreement relating to this private placement, we agreed to register
for resale all of the shares of common stock issued to the selling stockholders.
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Common
stock to be offered by
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the
selling stockholders
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126,750
shares
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Selling
stockholders
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All
of the common stock covered by this prospectus is being offered
by the
selling stockholders named under the heading, "Selling Stockholders"
beginning of page 9
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the shares of
common stock
covered by this prospectus
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Trading
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Our
common stock is listed on the NASDAQ Capital Market under the
symbol
"PBIO"
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Plan
of Distribution
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The
selling stockholders may dispose of the shares of common stock
covered by
this prospectus from time to time as described under the heading
"Plan of
Distribution" beginning on page 10
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Common
stock outstanding as
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of
January 22, 2008
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2,192,175
shares
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Investing
in our common stock involves a high degree of risk. Prior to making a decision
about investing in our common stock, you should carefully consider the risks
and
uncertainties described below, together with all of the other information
contained in or incorporated by reference in this prospectus. In particular,
you
should carefully consider the risks described in the sections entitled “Risk
Factors” contained in our latest Annual Report on Form 10-KSB and any subsequent
Quarterly Reports on Form 10-QSB, which have been filed with the SEC and are
incorporated herein by reference, as well as other information in this
prospectus and any accompanying prospectus supplement before purchasing any
of
our common stock. Our actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include those discussed below, as well as those discussed elsewhere in this
prospectus.
We
expect that we will require additional capital to further develop our pressure
cycling technology products and services and cannot ensure that additional
capital will be available on acceptable terms or at
all.
We
have
experienced negative cash flows from operations with respect to our pressure
cycling technology business since its inception. As of September 30, 2007,
we
had available cash of approximately $6.0 million. Based on our current
projections, our current cash resources are sufficient to fund our normal
operations through 2008.
We
will need additional capital sooner than we currently expect if we experience
unforeseen costs or expenses, unanticipated liabilities or delays in
implementing our business plan, developing our products and achieving commercial
sales. We also believe that we will need substantial capital to accelerate
the
growth and development of our pressure cycling technology products and services.
Our capital requirements will depend on many factors, including but not limited
to:
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the
problems, delays, expenses, and complications frequently encountered
by
early-stage companies;
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market
acceptance of our pressure cycling technology products and
services;
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the
success of our sales and marketing programs;
and
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changes
in economic, regulatory, or competitive conditions of our planned
business.
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To
satisfy our potential capital requirements to cover the cost of the development
and commercialization of our pressure cycling technology products and services,
we may need to raise additional funds in the public or private capital markets.
Additional financing may not be available to us on a timely basis, if at all,
or
on terms acceptable to us. If adequate funds are not available or if we fail
to
obtain acceptable additional financing, we may be required
to:
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obtain
financing with terms that may have the effect of diluting or adversely
affecting the holdings or the rights of the holders of our common
stock;
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obtain
funds through arrangements with future collaboration partners or
others
that may require us to relinquish rights to some or all of our
technologies or products; or
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otherwise
reduce planned expenditures and forego other business opportunities,
which
could harm our business.
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Our
business may be harmed if we encounter problems, delays, expenses, and
complications that typically affect early-stage
companies.
Early-stage
companies typically encounter problems, delays, expenses, and complications,
many of which may be beyond our control or may harm our business or prospects.
These include, but are not limited to, unanticipated problems and costs relating
to the development, testing, production, marketing, and sale of our products;
availability of adequate financing; and competition. There can be no assurance
that we will successfully complete the transition from an early-stage company
to
the commercialization of our pressure cycling technology products and
services.
We
have a history of operating losses, anticipate future losses and may never
be
profitable.
We
have
experienced significant operating losses in the area of PCT in each period
since
we began investing resources in pressure cycling technology in 1998. These
losses have resulted principally from expenses incurred in research and
development, from sales and marketing expenses, and general and administrative
expenses associated with our pressure cycling technology business. We expect
to
continue to incur operating losses until our sales of our pressure cycling
technology products increase substantially. We cannot be certain when, if ever,
we will become profitable. Even if we were to become profitable, we might not
be
able to sustain such profitability on a quarterly or annual basis.
Our
operating results may fluctuate significantly from period to period depending
on
a variety of factors, including the following:
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our
ability to increase our sales of our pressure cycling technology
products
on a consistent quarterly or annual
basis;
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·
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the
product mix that makes up our installations in a given period, and
whether
the installations are completed pursuant to sales, rental or lease
arrangements, and the average selling prices that we are able to
command
for our products;
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our
ability to manage our costs and
expenses;
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our
ability to continue our research and development activities without
unexpected costs and expenses; and
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our
ability to comply with state and federal regulations without incurring
unexpected costs and expenses.
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Our
instrumentation operates at high pressures and is therefore subject to certain
regulation in the US and overseas. This regulation of high pressure equipment
may limit or hinder our development and sale of future instrumentation.
Due
to
the various regulatory agencies that oversee the manufacture of high pressure
equipment, we may incur additional costs in developing and selling our
instrumentation. The regulations vary from jurisdiction to jurisdiction.
Therefore we may incur additional costs, and production and selling delays,
as
we enter new jurisdictions in foreign countries.
We
expect that we will be subject to additional regulation in the US, such as
the
FDA, and overseas as we begin to invest more resources in the development and
commercialization of PCT in applications outside of sample preparation.
The
other
applications in which we intend to develop and commercialize pressure cycling
technology, such as protein purification, pathogen inactivation and
immunodiagnostics, will require regulatory approvals from agencies in the
US, such as the FDA, and comparable regulatory authorities
overseas, prior to commercialization. We expect that obtaining these
approvals will require a significant investment of time and capital resources
and there can be no assurance that such investments will yield approvals that
would allow us to commercialize the technology in these applications.
The
sales cycle of our pressure cycling technology products has been lengthy and
as
a result, we have incurred and may continue to incur significant expenses and
we
may not generate any significant revenue related to those
products.
Many
of
our current and potential customers have required between three and six months
or more to test and evaluate our pressure cycling technology related products.
This increases the possibility that a customer may decide to cancel its order
or
otherwise change its plans, which could reduce or eliminate our sales to that
potential customer. As a result of this lengthy sales cycle, we have incurred
and may continue to incur significant research and development, selling, and
general and administrative expenses related to customers from whom we have
not
yet generated any significant related revenue for these products, and from
whom
we may never generate the anticipated revenue if a customer cancels or changes
its plans.
If
we are unable to protect our patents and other proprietary technology relating
to our pressure cycling technology products, our business will be
harmed.
Our
ability to further develop and successfully commercialize our products will
depend, in part, on our ability to enforce our patents, preserve trade secrets,
and operate without infringing on the proprietary rights of third parties.
We
currently have thirteen United States patents issued and several pending patent
applications for our pressure cycling technology. Several of these have been
followed up with foreign applications, for which three patents have been issued
in Europe and one patent has been issued in Australia and one in Japan. We
expect to file additional foreign applications in the future relating to our
pressure cycling technology. The patents which have been issued expire
between 2015 and 2024.
There
can
be no assurance that:
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any
patent applications filed by us will result in issued
patents;
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patent
protection will be secured for any particular
technology;
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any
patents that have been or may be issued to us will be valid or
enforceable;
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any
patents will provide meaningful protection to
us;
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others
will not be able to design around our patents;
or
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our
patents will provide a competitive advantageor
have commercial application.
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The
failure to obtain adequate patent protection would have a material adverse
effect on us and may adversely affect our ability to enter into, or affect
the
terms of, any arrangement for the marketing or sale of any product.
Our
patents may be challenged by others.
We
could
incur substantial costs in proceedings, including interference proceedings
before the United States Patent and Trademark Office, and comparable proceedings
before similar agencies in other countries, in connection with any claims that
may arise in the future. These proceedings could result in adverse decisions
about the patentability of our inventions and products, as well as about the
enforceability, validity, or scope of protection afforded by the
patents.
If
we are unable to maintain the confidentiality of our trade secrets and
proprietary knowledge, others may develop technology and products that could
prevent the successful commercialization of our
products.
We
also
rely on trade secrets and other unpatented proprietary information in our
product development activities. To the extent we rely on trade secrets and
unpatented know-how to maintain our competitive technological position, there
can be no assurance that others may not independently develop the same or
similar technologies. We seek to protect our trade secrets and proprietary
knowledge, in part, through confidentiality agreements with our employees,
consultants, advisors and contractors. Nevertheless, these agreements may not
effectively prevent disclosure of our confidential information and may not
provide us with an adequate remedy in the event of unauthorized disclosure
of
such information. If our employees, consultants, advisors, or contractors
develop inventions or processes independently that may be applicable to our
products, disputes may arise about ownership of proprietary rights to those
inventions and processes. Such inventions and processes will not necessarily
become our property, but may remain the property of those persons or their
employers. Protracted and costly litigation could be necessary to enforce and
determine the scope of our proprietary rights. Failure to obtain or maintain
trade secret protection, for any reason, could have a material adverse effect
on
us.
If
we infringe on the intellectual property rights of others, our business will
be
harmed.
It
is
possible that the manufacture, use or sale of our pressure cycling technology
products or services may infringe patent or other intellectual property rights
of others. We may be unable to avoid infringement of the patent or other
intellectual property rights of others and may be required to seek a license,
defend an infringement action, or challenge the validity of the patents or
other
intellectual property rights in court. We may be unable to secure a license
on
terms and conditions acceptable to us, if at all. Also, we may not prevail
in
any patent or other intellectual property rights litigation. Patent or other
intellectual property rights litigation is costly and time-consuming, and there
can be no assurance that we will have sufficient resources to bring any possible
litigation related to such infringement to a successful conclusion. If we do
not
obtain a license under such patents or other intellectual property rights,
or if
we are found liable for infringement, or if we are unsuccessful in having such
patents declared invalid, we may be liable for significant monetary damages,
may
encounter significant delays in successfully commercializing and developing
our
pressure cycling technology products, or may be precluded from participating
in
the manufacture, use, or sale of our pressure cycling technology products or
services requiring such licenses.
We
may be unable to adequately respond to rapid changes in technology and the
development of new industry standards.
The
introduction of products and services embodying new technology and the emergence
of new industry standards may render our existing pressure cycling technology
products and related services obsolete and unmarketable if we are unable to
adapt to change. We may be unable to allocate the funds necessary to improve
our
current products or introduce new products to address our customers’ needs and
respond to technological change. In the event that other companies develop
more
technologically advanced products, our competitive position relative to such
companies would be harmed.
We
may not be able to compete successfully with others that are developing or
have
developed competitive technologies and products.
A
number
of companies have developed, or are expected to develop, products that compete
or will compete with our products. We compete with companies that have existing
technologies for the extraction of nucleic acids and proteins from cells and
tissues, including methods such as mortar and pestle, sonication, rotor-stator
homogenization, French press, bead beating, freezer milling, enzymatic
digestion, and chemical dissolution. We also compete with a number of companies
that offer competitive sample extraction and purification technologies to the
life sciences industry. We are aware that there are additional companies
pursuing new technologies with similar goals to the products developed or being
developed by us. Some of the companies with which we now compete or may compete
in the future have or may have more extensive research, marketing, and
manufacturing capabilities, more experience in genomics and proteomics sample
preparation, protein purification, pathogen inactivation, immunodiagnostics,
and
DNA sequencing and significantly greater technical, personnel and financial
resources than we do, and may be better positioned to continue to improve their
technology in order to compete in an evolving industry. To compete, we must
be
able to demonstrate to potential customers that our products provide improved
performance and capabilities. Our failure to compete successfully could harm
our
business and prospects.
We
rely on third parties for our manufacturing, engineering, and other related
services.
Source
Scientific, LLC, an instrumentation company, manufactures our products, provides
engineering expertise, and manages the majority of our sub-contractor supplier
relationships. Our success will depend, in part, on the ability of Source
Scientific, LLC to manufacture our products cost effectively, in sufficient
quantities to meet our customer demand when and if such demand occurs, and
meeting our quality requirements. If Source Scientific, LLC experiences
manufacturing problems or delays, or if Source Scientific, LLC decides not
to
continue to provide us with these services, our business may be harmed. While
we
believe other contract manufacturers are available to address our manufacturing
and engineering needs, if we find it necessary to replace Source Scientific,
LLC, there will be a disruption in our business and we could incur additional
costs and delays that would have an adverse effect on our business.
In
connection with the sale of our BBI Core Businesses to SeraCare Life Sciences,
Inc. in September 2004, we continue to be exposed to possible indemnification
claims in amounts up to the purchase price for the BBI Core Businesses, which
could prevent us from pursuing our remaining business operations in the event
an
indemnification claim is brought against us.
Our
indemnification obligations for breaches of some representations and warranties
relating to compliance with environmental laws extend until September 14,
2009, representations and warranties relating to tax matters extend for the
applicable statute of limitations period (which varies depending on the nature
of claim), and representations and warranties relating to our due organization,
subsidiaries, authorization to enter into and perform the transactions
contemplated by the Asset Purchase Agreement with SeraCare Life Sciences, and
brokers fees, extend indefinitely. Our indemnification obligations are limited
by an overall cap equal to the $30 million purchase price. If we are
required to pay any claims for indemnification from SeraCare Life Sciences,
Inc., we will have less cash available to fund our operations, our business
may
be harmed and, if we are subject to additional indemnification claims or
unanticipated expenses or liabilities, it may be difficult to continue our
business as planned unless we are able to obtain equity or debt
financing.
The
market price for our common stock may fluctuate due to low trading volume,
and
it may be difficult for you to sell your stock at the prices and times you
desire.
Due
to
the relatively low trading volume of our common stock, the market price of
our
common stock may fluctuate significantly. Attempts to purchase or sell
relatively small amounts of our common stock could cause the market price of
our
common stock to fluctuate. Low trading volume levels may also affect our
stockholders’ ability to sell shares of our common stock quickly at the current
market price. In addition, because of the low trading volume of our common
stock, sales of our common stock, or the perception that substantial sales
could
occur, could adversely affect the prevailing market prices for our common
stock.
Provisions
in our charter and by-laws and our shareholders rights plan may discourage
or
frustrate stockholders’ attempts to remove or replace our current
management.
Our
Restated Articles of Organization, as amended, and Amended and Restated Bylaws,
as amended, contain provisions that may make it more difficult or discourage
changes in our management that our stockholders may consider to be favorable.
These provisions include:
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a
classified board of directors;
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advance
notice for stockholder nominations to the board of
directors;
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limitations
on the ability of stockholders to remove directors;
and
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a
provision that allows a majority of the directors to fill
vacancies on the board of
directors.
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Our
shareholders rights agreement may also have the effect of discouraging or
preventing a change in control.
These
provisions could prevent or frustrate attempts to make changes in our management
that our stockholders consider to be beneficial and could limit the price that
our stockholders might receive in the future for shares of our common
stock.
The
costs of compliance with the reporting obligations of the Securities Exchange
Act of 1934, as amended, and with the requirements of the Sarbanes-Oxley Act
of
2002, may place a strain on our limited resources and our management’s attention
may be diverted from other business concerns.
As
a
result of the regulatory requirements applicable to public companies, we incur
legal, accounting, and other expenses that are significant in relation to the
size of our company. In addition, the Sarbanes-Oxley Act of 2002, as well
as new rules subsequently implemented by the Securities and Exchange Commission
and Nasdaq, have required changes in corporate governance practices of public
companies, some of which are currently applicable to us and others will or
may
become applicable to us in the future. These new rules and regulations
will increase our legal and financial compliance costs and may make some
activities more time-consuming. These requirements may place a strain on
our systems and on our management and financial resources.
We
will
not receive any of the proceeds from the sale of our common stock by the selling
stockholders.
On
November 21, 2007, we sold and issued to the selling stockholders listed in
the
table below in a private placement an aggregate of 126,750 shares of our common
stock. As part of the agreement relating to this private placement, we agreed
to
register for resale under the Securities Act all of the shares of our common
stock issued in the private placement.
The
shares covered by this prospectus may be offered by the selling stockholders
from time to time. Registration by the selling stockholders does not necessarily
mean that the selling stockholders will sell any or all of their shares. The
shares covered by this prospectus include all of the shares we issued to the
selling stockholders in the private placement. None of the selling stockholders
has had any material relationship with us or with any of our affiliates within
the past three years.
The
information with regard to each selling stockholder in the table below is based
upon information provided to us by each selling stockholder as of January 8,
2008. The table below lists (i) the number of shares of common stock that
each selling stockholder beneficially owns prior to the offering; (ii) the
maximum number of shares each selling stockholder indicated it plans to offer;
and (iii) the number of shares of common stock to be beneficially owned by
each of the selling stockholders, assuming the sale of all the common stock
being offered by the selling stockholder, and the ownership percentage of our
common stock by the selling stockholders after completion of the offering.
For
purposes of the table below, “beneficial ownership” is determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, pursuant
to which a selling stockholder is deemed to have beneficial ownership of any
shares of common stock that such stockholder has the right to acquire within
60
days of January 22, 2008.
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Shares
beneficially
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Number
of
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Shares
beneficially owned and
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owned
prior to
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shares
being
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ownership
percentage after
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Selling
Stockholder
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the
offering
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offered
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|
the
offering
|
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Number1
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Percent2
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Robert
M. Nieder
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4,898
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25,750
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Kleemann
Family 2004 Revocable Family Trust
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65,000
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21,000
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3.0
|
%
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|
Sems
Diversified Value Fund LP
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0
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20,000
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0
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*
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Alan
I. Goldberg
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0
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20,000
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0
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*
|
|
|
Alan
Zuckert
|
|
|
10,000
|
|
|
20,000
|
|
|
10,000
|
|
|
|
|
|
Harrison
H. Augur Smith Barney 401(k) Prototype
|
|
|
16,000
|
|
|
15,000
|
|
|
16,000
|
|
|
|
|
|
Robert
Clary
|
|
|
1,000
|
|
|
3,000
|
|
|
1,000
|
|
|
*
|
|
|
Donald
G. Kempton
|
|
|
0
|
|
|
2,000
|
|
|
0
|
|
|
*
|
|
| |
(1)
|
Assumes
the completion of this offering and that the selling stockholders
dispose
of all of their shares of common stock covered by this prospectus,
that
they do not dispose of common stock owned but not covered by this
prospectus and that they do not acquire any additional shares of
common
stock.
|
| |
(2)
|
Percentages
are based upon 2,192,750 shares of our common stock that were outstanding
on January 22, 2008.
|
*
- less
than 1%
Each
selling stockholder of common stock and any of their pledgees, assignees, and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which
the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A selling stockholder may use any one or more of the
following methods when selling shares:
|
·
|
on
the NASDAQ Capital Market (or any other exchange on which the shares
may
be listed);
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a
part;
|
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
|
|
·
|
a
combination of any such methods of sale;
or
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The
selling stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the selling stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance
with
NASD Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with NASD IM-2440.
The
selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each selling stockholder has informed us
that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the common stock.
We
are
required to pay certain fees and expenses incurred by us incident to the
registration of the shares. We have agreed to indemnify the selling stockholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
Because
selling stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition, as described
above, any securities covered by this prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. There is no underwriter or coordinating broker acting
in
connection with the proposed sale of the resale shares by the selling
stockholders.
We
have
agreed to keep this prospectus effective until the earlier of (i) the date
on
which the shares may be resold by the selling stockholders without registration
and without regard to any volume limitations by reason of Rule 144 under the
Securities Act or any other rule of similar effect or (ii) all of the shares
have been sold pursuant to this prospectus or Rule 144 under the Securities
Act
or any other rule of similar effect. The resale shares will be sold only through
registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale shares may not
be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
Under
applicable rules and regulations under the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”), any person engaged in the distribution of the
resale shares may not simultaneously engage in market making activities with
respect to the common stock for the applicable restricted period, as defined
in
Regulation M, prior to the commencement of the distribution. In addition, the
selling stockholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which
may
limit the timing of purchases and sales of shares of the common stock by the
selling stockholders or any other person. We will make copies of this prospectus
available to the selling stockholders and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time
of
the sale (including by compliance with Rule 172 under the Securities
Act).
The
validity of the shares of common stock offered hereby will be passed upon for
us
by Pepper Hamilton LLP, Boston, Massachusetts.
The
consolidated financial statements of Pressure Biosciences, Inc. appearing in
our
Annual Report on Form 10-KSB for the year ended December 31, 2006, have been
audited by UHY LLP, independent registered public accounting firm, as set forth
in their report thereon, included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference
in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
The
consolidated financial statements of Pressure Biosciences, Inc. appearing in
our
Annual Report on Form 10-KSB for the year ended December 31, 2005, have been
audited by Weinberg & Company, P.A., independent registered public
accounting firm, as set forth in their report thereon, included therein, and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.
We
file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy these reports, proxy statements and other
information filed by us at the SEC’s public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information about the operation of the public reference room. Our SEC filings
are also available at the SEC’s website at http://www.sec.gov. Our internet
address is www.pressurebiosciences.com. Information contained on our website
is
not incorporated by reference into this prospectus and, therefore, is not part
of this prospectus or any accompanying prospectus supplement.
The
SEC
allows us to “incorporate by reference” information from some of our other SEC
filings. This means that we can disclose information to you by referring you
to
those other filings, and the information incorporated by reference is considered
to be part of this prospectus. In addition, some information that we file with
the SEC after the date of this prospectus will automatically update, and in
some
cases supersede, the information contained or otherwise incorporated by
reference in this prospectus. The following documents, which we filed with
the
SEC, are incorporated by reference in this registration statement:
|
|
|
Our
Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006,
filed with the SEC on March 23, 2007;
|
|
|
|
Our
Quarterly Report on Form 10-QSB for the fiscal quarter ended March
31,
2007, filed with the SEC on May 11, 2007;
|
| |
|
|
|
|
|
Our
Quarterly Report on Form 10-QSB for the fiscal quarter ended June
30,
2007, filed with the SEC on August 14, 2007;
|
| |
|
|
|
|
|
Our
Quarterly Report on Form 10-QSB for the fiscal quarter ended September
30,
2007, filed with the SEC on November 12, 2007;
|
| |
|
|
|
|
|
Our
Current Report on Form 8-K filed with the SEC on March 28, 2007;
|
| |
|
|
|
|
|
Our
Current Report on Form 8-K filed with the SEC on June 1, 2007;
|
| |
|
|
|
|
|
Our
Current Report on Form 8-K filed with the SEC on November 26, 2007;
|
| |
|
|
|
|
|
The
description of our common stock contained in our registration statement
on
Form 8-A (File No. 0-21615) filed with the SEC under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
|
| |
|
|
|
|
|
The
description of our preferred share purchase rights in our registration
statement on Form 8-A (File No. 0-21615) filed with the SEC under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such
description.
|
Current
Reports on Form 8-K containing only Regulation FD or Regulation G disclosure
furnished under Items 2.02 and 7.01 of Form 8-K are not incorporated herein
by
reference.
All
documents and reports filed by us with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form
8-K
containing only Regulation FD or Regulation G disclosure furnished under Items
2.02 and 7.01 of Form 8-K, unless otherwise indicated therein) after the date
of
this prospectus and prior to the termination of the offering made hereby shall
be deemed to be incorporated by reference into this prospectus and to be a
part
hereof from the date of filing of such documents. Any statement contained in
a
document incorporated or deemed to be incorporated by reference herein shall
be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
or in
any prospectus supplement modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
We
will
provide, without charge to each person, including any beneficial owner, to
whom
this prospectus is delivered, upon written or oral request of such person,
a
copy of any or all of the documents incorporated herein by reference other
than
exhibits, unless such exhibits are specifically incorporated by reference into
such documents or this document. Requests for such documents should be addressed
in writing or by telephone to:
Pressure
Biosciences, Inc.
321
Manley Street
West
Bridgewater, Massachusetts 02379
Attention:
Investor Relations
(508)
580-1818
This
prospectus is part of a registration statement on Form S-3 that we filed
with the SEC under the Securities Act. This prospectus does not contain all
of
the information contained in the registration statement. For further information
about us and our securities, you should read the prospectus and the exhibits
filed with the registration statement, as well as all prospectus supplements.
You
should rely only on the information contained in this prospectus, any prospectus
supplement or any document incorporated by reference in this prospectus. We
have
not authorized anyone else to provide you with information that is different.
This prospectus and any prospectus supplement may be used only where it is
legal
to sell these securities. The information in this prospectus or any prospectus
supplement is current only as of the date on the front of these documents.