UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number 001-38185

PRESSURE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Massachusetts		04-2652826
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

14 Norfolk Avenue South Easton, Massachusetts		02375
(Address of principal executive offices)		(Zip Code)

(508) 230-1828

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The number of shares outstanding of the Issuer’s common stock as of May 10, 2023 was 16,772,761.

TABLE OF CONTENTS

	Page

PART I - FINANCIAL INFORMATION	3

Item 1. Unaudited Financial Statements	3

Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	3

Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	4

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	5

Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	6

Notes to Unaudited Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3. Quantitative and Qualitative Disclosure About Market Risk	25

Item 4. Controls and Procedures	25

PART II - OTHER INFORMATION	26

Item 1. Legal Proceedings	26

Item 1A. Risk Factors	26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3. Defaults Upon Senior Securities	27

Item 4. Mine Safety Disclosures	27

Item 5. Other Information	27

Item 6. Exhibits	27

SIGNATURES	28

Pressure BioSciences, Inc.

March 31, 2023 10Q Report

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	239,023		$	3,865
Accounts receivable		392,154			295,374
Inventories, net of $982,973 and $982,973 reserve, respectively		666,045			686,383
Prepaid expenses and other current assets		257,552			257,527
Total current assets		1,554,774			1,243,149
Investment in equity securities		71,699			63,638
Property and equipment, net		99,872			103,351
Right of use asset operating leases		191,816			282,095
Intangible assets, net		295,673			317,308
TOTAL ASSETS	$	2,213,834		$	2,009,541

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	768,967		$	637,238
Accrued employee compensation		268,546			167,247
Accrued professional fees and other		2,453,995			2,497,762
Accrued interest and dividends payable		10,811,069			10,803,983
Deferred revenue		475,987			58,242
Convertible debt, net of unamortized debt discounts of $1,673,288 and $455,517, respectively		17,741,416			17,823,669
Other debt, net of unamortized discounts of $485,672 and $0, respectively		1,185,028			1,638,969
Related party, net of unamortized debt discount of $4,715 and $7,915, respectively		632,085			634,885
Right of use operating lease liability		65,029			142,171
Total current liabilities		34,402,122			34,404,166
LONG TERM LIABILITIES
Long term debt		163,838			150,000
Right of use operating lease liability long term		90,052			139,924
Deferred revenue		7,143			1,822
TOTAL LIABILITIES		34,663,155			34,695,912
COMMITMENTS AND CONTINGENCIES (Note 4)		-			-
STOCKHOLDERS’ DEFICIT
Series D, G, H, H2, J, K, AA Convertible Preferred Stock, $.01 par value (Note 6)		86			1,098
Common stock, $.01 par value; 100,000,000 shares authorized; 18,064,240 and 13,682,910 shares issued and outstanding on March 31, 2023 and December 31, 2022, respectively		180,643			136,829
Warrants to acquire common stock		32,057,371			31,995,762
Additional paid-in capital		76,428,425			69,006,145
Accumulated deficit		(141,115,846	)		(133,826,205	)
TOTAL STOCKHOLDERS’ DEFICIT		(32,449,321	)		(32,686,371	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,213,834		$	2,009,541

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Pressure BioSciences, Inc.

March 31, 2023 10Q Report

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2023			2022
	For the Three Months Ended March 31,
	2023			2022
Revenue:
Products, services, other	$	740,600		$	480,000
Total revenue		740,600			480,000

Costs and expenses:
Cost of products and services		358,628			314,363
Research and development		435,646			281,589
Selling and marketing		226,015			66,462
General and administrative		3,358,056			903,885
Total operating costs		4,378,345			1,566,299
Operating loss		(3,637,745	)		(1,086,299	)

Other (expense) income:
Interest expense, net		(3,893,686	)		(2,579,161	)
Unrealized gain on investment in equity securities		8,061			19,138
Gain (loss) on extinguishment of liabilities		659,277			(589,850	)
Other income (expense)		6,259			(3,513	)
Total other expense		(3,220,089	)		(3,153,386	)
Net loss		(6,857,834	)		(4,239,685	)
Preferred stock dividends		(431,807	)		(432,149	)
Net loss attributable to common shareholders	$	(7,289,641	)	$	(4,671,834	)
Basic and diluted net loss per share attributable to common shareholders	$	(0.46	)	$	(0.48	)
Weighted average common shares outstanding used in the basic and diluted net loss per share calculation		15,839,373			9,695,189

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Pressure BioSciences, Inc.

March 31, 2023 10Q Report

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2023			2022
	For the Three Months Ended
	March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,857,834	)	$	(4,239,685	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of debt and interest		(659,277	)		(10,000	)
Non-cash lease expense		90,279			26,559
Common stock and warrants issued for interest		1,705,234			1,173,458
Depreciation and amortization		28,114			35,096
Accretion of interest and amortization of debt discount		615,007			817,877
Loss on extinguishment of accrued liabilities and debt		-			589,570
Common stock issued for debt extension		1,029,939			-
Stock-based compensation expense		1,430,244			64,483
Gain on investment in equity securities		(8,061	)		(19,138	)
Common stock and warrants issued for services		1,480,944			117,461
Changes in operating assets and liabilities:
Accounts receivable		(96,780	)		(137,100	)
Inventories		20,338			(212,985	)
Prepaid expenses and other assets		(25	)		237,681
Accounts payable		131,729			137,304
Accrued employee compensation		101,299			52,532
Operating lease liability		(127,014	)		(26,559	)
Deferred revenue and other accrued expenses		693,653			637,164
Net cash used in operating activities		(422,211	)		(756,282	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property plant and equipment		(3,000	)		(1,135	)
Net cash used in investing activities		(3,000	)		(1,135	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock		100,000			-
Proceeds from stock option exercises		81,111			-
Net proceeds from convertible debt		2,520,000			806,000
Net proceeds from non-convertible debt - third party		654,681			351,150
Net proceeds from debt - related party		88,200			195,250
Payments on convertible debt		(1,628,474	)		(324,350	)
Payments on debt - related party		(99,000	)		-
Payments on non-convertible debt		(1,056,149	)		(284,141	)
Net cash provided by financing activities		660,369			743,909

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		235,158			(13,508	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		3,865			132,311
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	239,023		$	118,803

CASH FLOWS SUPPLEMENTAL INFORMATION
Interest paid in cash	$	534,872		$	120,436
NON CASH TRANSACTIONS:
Early adoption of ASU 2020-06 adoption		-			473,027
Common stock issued with debt		1,087,751			142,480
Discount from warrants issued with debt		-			87,436
Common stock issued in lieu of cash for dividend		102,435			64,256
Preferred stock dividends		431,807			432,149
Conversion of preferred stock for common stock		4,935			-
Conversion of debt and interest into common stock		509,033			350,500

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Pressure BioSciences, Inc.

March 31, 2023 10Q Report

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Shares		Amount		Shares		Amount		Warrants		Capital			Deficit			Deficit
	Combined Preferred Stock				Common Stock				Stock		Additional Paid In			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Warrants		Capital			Deficit			Deficit
BALANCE, December 31, 2021		109,878	$	1,099		9,120,526	$	91,206	$	31,715,154	$	64,261,048		$	(118,277,468	)	$	(22,208,961	)
Early adoption of ASU 2020-06		-		-		-		-		-		(2,728,243	)		2,255,216			(473,027	)
Stock-based compensation		-		-		-		-		-		64,483			-			64,483
Series AA Preferred Stock dividend		-		-		-		-		-		-			(432,149	)		(432,149	)
Issuance of common stock for services		-		-		37,000		370		-		77,330			-			77,700
Issuance of common stock warrants for services		-		-		-		-		39,761		-			-			39,761
Warrants issued for debt extension		-		-		-		-		132,537		-			-			132,537
Common stock issued for debt extension		-		-		214,500		2,145		-		470,755			-			472,900
Conversion of debt and interest for common stock		-		-		140,200		1,402		-		349,098			-			350,500
Issuance of common stock for dividends paid-in-kind		-		-		31,810		318		-		63,938			-			64,256
Issuance of common stock for interest paid-in-kind		-		-		558,100		5,581		-		1,167,877			-			1,173,458
Stock issued with debt		-		-		92,000		920		-		141,560			-			142,480
Warrants issued with debt		-		-		-		-		87,436		-			-			87,436
Net loss		-		-		-		-		-		-			(4,239,685	)		(4,239,685	)
BALANCE, March 31, 2022		109,878	$	1,099		10,194,136	$	101,942	$	31,974,888	$	63,867,846		$	(120,694,086	)	$	(24,748,311	)

	Combined Preferred Stock				Common Stock				Stock		Additional Paid In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Warrants		Capital		Deficit			Deficit
BALANCE, December 31, 2022		109,874	$	1,098		13,682,910	$	136,829	$	31,995,762	$	69,006,145	$	(133,826,205	)	$	(32,686,371	)
Stock option exercise		-		-		117,552		1,176		-		79,935		-			81,111
Stock-based compensation		-		-		-		-		-		1,430,244		-			1,430,244
Series AA Preferred Stock dividend		-		-		-		-

SEC Form 10-Q filed by Pressure BioSciences, Inc.