Unassociated Document
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): May 27, 2008
PATIENT
SAFETY TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-09727
|
13-3419202
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
|
|
43460
Ridge Park Dr., Suite 140
|
92590
|
Temecula,
California
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (951) 587-6201
|
(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)
|
|
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))
|
Item
1.01 Entry Into a Material Definitive
Agreement
On
May
27, 2008, Patient Safety Technologies, Inc. (the “Company”) sold 1,987,936
shares of its common stock (“Common Stock”) at $1.25 price per share (for a
total of $2,484,920) and issued five-year warrants to purchase 1,192,761 shares
of Common Stock (the “Warrants”) at an exercise price of $1.40 per share,
pursuant to a Securities Purchase Agreement (the “Agreement”) entered into with
several accredited investors (the “Investors”). The Investors paid $2,058,750 in
cash and agreed to extinguish $426,170 in existing debt owed to them by the
Company. Pursuant to the terms of the Agreement, the Company may sell up to
an
aggregate of $4,000,000 in common stock and warrants under the Agreement by
no
later than June 19, 2008.
Mr.
Wenchen Lin was granted the right to nominate one individual for appointment
to
the Company’s Board of Directors, subject to approval of the Company’s Board of
Directors, which approval shall not be unreasonably withheld, and subject to
certain further terms and conditions set forth in the Agreement. A nominee
has
not yet been identified to the Company.
The
Company also entered into a Registration Rights Agreement with the investors
in
the offering, pursuant to which the Company agreed to provide customary
registration rights, including “piggy back” and demand registration rights
covering the shares issued under the Agreement and the shares issuable upon
exercise of the Warrants.
The
financing was completed through a private placement to one or more accredited
investors and was exempt from registration under the Securities Act of 1933,
as
amended (the “Securities Act”), pursuant to Section 4(2) thereof and Rule
506 thereunder. The shares of Common Stock, the Warrants and the shares issuable
upon exercise of the Warrants have not yet been registered under the Securities
Act or any state securities laws. Unless so registered, such securities may
not
be offered or sold absent an exemption from, or in a transaction not subject
to,
the registration requirement of the Securities Act and any applicable state
securities laws.
The
press
release announcing the transaction is filed as an exhibit hereto.
The
foregoing description of the transaction and material agreements is only a
summary, does not purport to be complete and is qualified in its entirety by
reference to the definitive transaction documents which are filed as exhibits
hereto.
Item 3.02.
Unregistered Sales of Equity Securities
The
information called for by this item is contained in Item 1.01 above, which
is incorporated herein by reference.
Item 5.02.
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The
information called for by this item is contained in Item 1.01 above, which
is incorporated herein by reference.
Item
9.01 Financial Statements and
Exhibits
(d)
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Exhibits
|
|
|
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99.1
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Securities
Purchase Agreement
|
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99.2
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Registration
Rights Agreement
|
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99.3
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Form
of Warrant
|
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99.4
|
Press
Release, dated May 29, 2008
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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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Patient
Safety Technologies, Inc.
|
|
|
|
Date: June
2, 2008 |
By: |
/s/ William B. Horne |
|
Name: William
B. Horne |
|
Title: Chief
Financial Officer |