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Apparently only some cheap sellers left in 14. Not much buying interest too today.
Low volume day.
Disagree. Quarterly update should have forward guidance something investors can look forward to.
It was good it's just that Pharma agreement signing delayed a bit.
Yeah you heard the man. Go biei
Probably impatience.
That news was as honest as you can get anywhere else.
Many of our stockholders and followers have asked about the status of our distributor agreement with the nation's largest on-line pharmacy. We had indicated earlier that we expected the agreement to be signed several weeks ago, but that has not happened due to a number of issues ranging from attorney reviews to a complete change in the management structure at that company. Although the agreement has been delayed, both parties are confident that the initially proposed agreement can be signed shortly.
This too shall pass
Letter says "both parties are confident that the initially proposed agreement can be signed shortly."
So may not be months.
Many of our stockholders and followers have asked about the status of our distributor agreement with the nation's largest on-line pharmacy. We had indicated earlier that we expected the agreement to be signed several weeks ago, but that has not happened due to a number of issues ranging from attorney reviews to a complete change in the management structure at that company. Although the agreement has been delayed, both parties are confident that the initially proposed agreement can be signed shortly.
Hello sunshine hope you had a nice weekend.
What about it?
Don't believe everything you read on the internet just because there is a picture with a quote next to it.
- Abraham Lincoln
It's gone now
Depends on whom you ask :)
I think 600k. See Squidster's post on Friday.
This is one among my 2 favorite quotes, other one being why they wouldn't reverse split. I decided to establish a position after reading this.
Oh thank you very much. Now Hartman has one less thing to worry about :)
Yes of course. I meant it as a compliment.
12? I'm glad. I for a while thought you're 8 :)
Hopefully the news inbound is newsworthy. Mr. Hartman has a way of surprising us with unexpected things and is capable of pulling anything out of thin air.
Regardless it was another good day for us here. Still chilling in the channel though.
Merci mon ami
What news?
Time for MM to step up their game.
Good buys to start the day for a change.
Yes we will be chilling in this channel for a while by the look of it.
I was anticipating a bloodbath this morning but glad it turned out this way.
Today's
Winners: BIEI, MMs
Losers: those who sold
Fun indeed. No argument there.
Sure....I don't know what we would have done without you!
There was no there there from company. Don't you think they should have given a clarification? We were left to guessing instead.
Always appreciate accurate info. We're all ears.
Yes better than expected. But MMs grabbed enough shares to flip.
Yes we will. Cheerio.
Current Report Filing (8-k)
Source: 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): March 30, 2017
PREMIER BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
000-54563
27-2635666
(State or other
jurisdiction of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 – Registrant’s Business and Operations
Item 1.01 – Entry into a Material Definitive Agreement
Securities Purchase Agreement
On March 30, 2017, we entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) by and between the Company and each of The Special Equities Group, LLC, RDW Capital LLC, and DiamondRock, LLC (each a “ Purchaser ” and collectively, the “ Purchasers ”) to sell our common stock and warrants at a fixed price. Pursuant to the Purchase Agreement, we received from the Purchasers an aggregate of $300,000 in exchange for 40,000,002 shares of our common stock, warrants to purchase up to 40,000,002 shares of our common stock at an exercise price of $0.03 (“ Series A Warrants ”) and warrants to purchase up to 40,000,002 shares or our common stock at an exercise price of $0.05 (“ Series B Warrants ”). Both the Series A Warrants and Series B Warrants issued pursuant to the Purchase Agreement are exercisable immediately upon receipt and have a term of three years.
The exercise prices of the Series A Warrants and the Series B Warrants have been structured in such a way to only provide value to the Purchasers, or be in the money and exercised, if our stock price appreciates. In addition, the warrants do not contain cashless exercise provisions as long as we have an effective registration statement on file. Therefore, should the Purchasers elect to exercise these warrants when our stock price increases in excess of the exercise price, we will receive additional capital upon payment of the exercise price. We believe these terms to be more favorable than those in prior financings. These transactions will provide us with a strong source of capital as we begin to grow our revenue with sales of our newly established products as well as those that we plan to launch this year.
The Purchasers will buy additional shares of our common stock and warrants for $150,000 within five trading days of our filing a registration statement to cover the Purchasers’ shares of common stock purchased pursuant to the Purchase Agreement, including shares of common stock issued or issuable upon exercise of the warrants (the “ Second Closing ”). Within five trading days of the registration statement being declared effective, we will receive another $150,000 from the Purchasers in exchange for shares or our common stock and warrants (the “ Third Closing ”).
The per share purchase price of the Second Closing and Third Closing will be the lesser of (i) $0.02, subject to certain adjustments for stock splits and other similar transactions, or (ii) 50% of the closing price on the trading day immediately prior to the date of sale. The total number of shares to be sold in the Second Closing and Third Closing will be determined by dividing the total purchase amount of each closing (i.e., $150,000) by the per share purchase price.
In each of the Second Closing and Third Closing, Series A Warrants and Series B Warrants will be issued to the Purchasers, both in an amount equal to the number of shares of common stock issued in the closing.
2
The Purchase Agreement limits each Purchaser to beneficial ownership of our common stock of no more than 9.99%. The Purchasers also have certain anti-dilution rights in the Purchase Agreement for a period of 12 months. These rights allow the Purchasers to exchange their shares of common stock received pursuant to the Purchase Agreement for additional shares on the same terms and conditions of a subsequent financing.
Registration Rights Agreement
On March 30, 2017, we entered into a Registration Rights Agreement with the Purchasers in connection with the Purchase Agreement. In the Registration Rights Agreement, we agreed to prepare and file a registration statement with the Securities and Exchange Commission covering the resale of all of the shares of common stock sold to the Purchasers and the shares issuable upon exercise of the Series A Warrants and Series B Warrants. We agreed to file an initial registration statement as promptly as possible and have it declared effective no later than June 28, 2017 (or July 28, 2017 if the registration statement is reviewed by the Securities and Exchange Commission) and keep it continuously effective until the securities are sold or may be sold under Rule 144 of the Securities Act without volume or manner-of-sale restrictions. If all of the securities cannot be registered on one registration statement, we agreed to file subsequent registration statements to register the remaining securities as promptly as allowed.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sale of Equity Securities
The disclosure under item 1.01 above is incorporated herein by reference. The sale of shares of common stock, Series A Warrants and Series B Warrants was a transaction exempt from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933. No general solicitation was made either by the Company or any person acting on its behalf, and the investor is an accredited, sophisticated investor.
3
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.
Premier Biomedical, Inc.
Dated: April 5, 2017
By:
/s/ William Hartman
William Hartman
Its:
President and Chief Executive Officer
4
Probably it was a dumb question. Guess I need some sleep too.
Do you think the warrants limit upside potential as they can be exercised immediately?
Wish you had got it right first time. The man would have gone to bed peacefully.