Current Report Filing (8-k)
October 09 2019 - 4:44PM
Edgar (US Regulatory)
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): October
4, 2019
PREMIER BIOMEDICAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-54563
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27-2635666
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(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)
(814) 786-8849
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
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.
Equity Purchase Agreement
On
October 4, 2019, we entered into an Equity Purchase Agreement dated
October 3, 2019 with Green Coast Capital International SA, a Panama
corporation, pursuant to which we agreed to sell, and Green Coast,
or its assigns, agreed to purchase, up to Five Million Dollars
($5,000,000) of our common stock. Pursuant to the terms of the
Purchase Agreement, we may issue a Put Notice directing Green Coast
to purchase our common stock at a 10% discount to the lowest trade
price of our common stock during the five (5) Trading Days
immediately following the Clearing Date associated with our Put
Notice and in an amount of the lesser of (i) $1,000,000 or (ii)
200% of the average daily trading volume of our common stock in the
ten (10) Trading Days immediately preceding the date we give notice
to Green Coast. We may issue multiple Put Notices to Green Coast,
subject to these limitations, but we may not issue a Put Notice to
Green Coast within ten (10) Trading Days of a prior Put Notice. We
must have a registration statement in effect under the Securities
Act that covers the resale of any shares of common stock sold to
Green Coast pursuant to the Purchase Agreement.
This
description of the Purchase Agreement contained in this report is
qualified in its entirety by reference to the full text of the
Purchase Agreement. The Purchase Agreement has been filed as
Exhibit 10.1 to this report.
Registration Rights Agreement
On
October 4, 2019, in connection with the Purchase Agreement, we
entered into a Registration Rights Agreement with Green Coast (the
“Rights Agreement”), pursuant to which we agreed to
register the resale of shares to be issued under the Purchase
Agreement (as defined below).
This
description of the Rights Agreement contained in this report is
qualified in its entirety by reference to the full text of the
Rights Agreement. The Rights Agreement has been filed as Exhibit
10.2 to this report.
Section 3 – Securities and Trading Markets
Item
3.02 Unregistered Sale of Equity
Securities.
The disclosure in
Item 1.01 above regarding the Equity Purchase Agreement is
incorporated herein by reference.
Convertible Promissory Note
On
October 3, 2019, we issued a Convertible Promissory Note in the
face amount of One Hundred Fifty Thousand Dollars ($150,000) (the
“Note”), to Green Coast Capital International SA, a
Panama corporation. The Note has a maturity date of October 3,
2020. The Note bears interest at the rate of twelve percent (12%)
per annum and is convertible at any time into our common stock at a
conversion price equal to the lowest Trading Price of our common
stock during the fifteen (15) Trading Days prior to the conversion
date. The shares of common stock issuable upon conversion of the
Note will be restricted securities as defined in Rule 144 of the
Securities Act of 1933, as amended. The Note can be prepaid by us
at any time during the first 180 days following the Issue Date upon
ten (10) days written notice to Green Coast for a cash amount equal
to the sum of the then outstanding principal amount of the Note and
interest.
The
issuance of the Note was exempt from registration pursuant to Rule
506 of Regulation D and Section 4(a)(2) under the Securities Act of
1933, as amended. The purchaser was an accredited and sophisticated
investor, familiar with our operations, and there was no
solicitation.
This
description of the Note contained in this report is qualified in
its entirety by reference to the full text of the Note. The Note
has been filed as Exhibit 10.3 to this report.
Section 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
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Equity
Purchase Agreement dated October 3, 2019 with Green Coast Capital
International SA
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Registration
Rights Agreement dated October 3, 2019 with Green Coast Capital
International SA
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Convertible
Promissory Note dated October 3, 2019 with Green Coast Capital
International SA
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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:
October 9, 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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