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): September
13, 2019
PREMIER BIOMEDICAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other
jurisdiction
of incorporation)
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000-54563
(Commission
File
Number)
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27-2635666
(I.R.S.
Employer
Identification
No.)
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P.O. Box 25
Jackson Center, PA 16133
(Address
of principal executive offices) (zip code)
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(814) 786-8849
(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:
[_]
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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.
[_]
Section 1 – Registrant’s Business and
Operations
Item 1.01
Entry into a Material Definitive Agreement.
Securities Purchase Agreement and Convertible Notes
On
March 27, 2019, we entered into a Securities Purchase Agreement
(the “Purchase
Agreement”) by and between the Company and Crown
Bridge Partners, LLC (the “Purchaser”) to sell Convertible
Promissory Notes (each a “Note”) in the principal amount of
up to $154,500, with a purchase price of up to $141,000. The
Purchaser purchased the first Note on April 17, 2019 for an
aggregate amount of $47,000 (the “First Tranche”). The Note has a
maturity date of twelve (12) months from each funding date, or
April 17, 2020 with respect to the first Note. Each Note has an
interest rate of 12% and a default interest rate of 15%. The Note
is convertible into our common stock at a conversion price equal to
60% of the lowest trading price during the last twenty (20) trading
days prior to the conversion date. The above stated transaction was
reported in an 8-K dated and filed with the Commission on April 22,
2019.
On July
8, 2019, pursuant to the Purchase Agreement, the Purchaser
purchased the second Note for an aggregate amount of $32,900 (the
“Second
Tranche”). The second Note has a maturity date of July
8, 2020. The above stated transaction was reported in an 8-K dated
July 9, 2019 and filed with the Commission on July 10,
2019.
On
September 13, 2019, pursuant to the Purchase Agreement, the
Purchaser purchased the third Note for an aggregate amount of
$23,500 (the “Third
Tranche”). The third Note has a maturity date of
September 13, 2020.
Section 3 – Securities and Trading Markets
Item
3.02
Unregistered
Sale of Equity Securities.
The disclosure in Item 1.01 above regarding the Securities Purchase
Agreement and the issuance of the Notes is incorporated herein by
reference.
The
purchase and sale of the Note pursuant to the Purchase Agreement in
the transaction described above was offered and sold in reliance on
an exemption from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D.
The Purchaser has represented that it is an accredited investor, as
defined in Regulation D, and has acquired the securities for
investment purposes only and not with a view to, or for sale in
connection with, any distribution thereof. The securities were not
issued through any general solicitation or
advertisement.
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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Premier Biomedical, Inc.
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Dated:
September 17, 2019
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/s/
William Hartman
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By:
William Hartman
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Its: Chief
Executive Officer
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