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, 2024

☐ 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.)

440 Neponset Street, Unit 10B

Canton, Massachusetts

02021

(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 August 26, 2024 was 37,379,297.

TABLE OF CONTENTS

	Page

PART I - FINANCIAL INFORMATION	3

Item 1. Unaudited Financial Statements	3

Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	3

Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	4

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	5

Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023	6

Notes to Unaudited Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3. Quantitative and Qualitative Disclosure About Market Risk	30

Item 4. Controls and Procedures	30

PART II - OTHER INFORMATION	32

Item 1. Legal Proceedings	32

Item 1A. Risk Factors	32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3. Defaults Upon Senior Securities	32

Item 4. Mine Safety Disclosures	32

Item 5. Other Information	32

Item 6. Exhibits	33

SIGNATURES	34

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2024			December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,220		$	81,279
Accounts receivable		144,639			151,234
Inventories, net of $1,583,190 and $1,021,812 reserve, respectively		596,863			304,909
Prepaid expenses and other current assets		211,354			222,633
UB Exchange Account		1,181			-
Total current assets		957,257			760,055
Investment in equity securities		66,031			61,876
Property and equipment, net		78,452			84,930
Right of use asset operating leases		565,409			142,815
Intangible assets, net		596,404			-
Goodwill		4,727,976			-
TOTAL ASSETS	$	6,991,529		$	1,049,676

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	2,438,755		$	1,320,432
Accrued employee compensation		177,453			191,578
Accrued professional fees and other		3,539,910			2,860,509
Accrued interest and dividends payable		6,620,620			5,306,353
Deferred revenue		233,459			233,850
Convertible debt, net of unamortized debt discounts of $403,060 and $645,471, respectively		23,517,372			20,683,841
Other debt, net of unamortized discounts of $0 and $0, respectively		2,152,748			1,264,162
Related party, net of unamortized debt discount of $0 and $0, respectively		682,252			648,500
Right of use operating lease liability		204,886			66,895
Series BB Convertible Preferred Shares Liability		1,725,000			1,000,000
Series DD Convertible Preferred Shares Liability		1,066,800			-
Options Payable (Note 4)		2,210,060			-
Total current liabilities		44,569,315			33,576,120
LONG TERM LIABILITIES
Long term debt		161,182			161,864
Right of use operating lease liability long term		379,661			60,961
Deferred revenue		8,167			4,560
TOTAL LIABILITIES		45,118,325			33,803,505
COMMITMENTS AND CONTINGENCIES (Note 5)		-			-
STOCKHOLDERS’ DEFICIT
Series D, G, H, H2, J, K, AA, BB, CC and DD Convertible Preferred Stock, $.01 par value (Note 7)		103			102
Common stock, $.01 par value; 100,000,000 shares authorized; 47,073,892 and 35,367,663 shares issued and outstanding on March 31, 2024 and December 31, 2023, respectively		470,808			353,677
Warrants to acquire common stock		35,684,321			35,684,321
Additional paid-in capital		103,453,087			100,236,710
Accumulated deficit		(177,735,115	)		(169,028,639	)
TOTAL STOCKHOLDERS’ DEFICIT		(38,126,796	)		(32,753,829	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,991,529		$	1,049,676

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

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2024			2023
	For the Three Months Ended March 31,
	2024			2023
Revenue:
Products, services, other	$	349,257		$	740,600
Total revenue		349,257			740,600

Costs and expenses:
Cost of products and services		233,310			358,628
Research and development		272,023			435,646
Selling and marketing		130,173			226,015
General and administrative		1,198,309			3,358,056
Total operating costs		1,833,815			4,378,345
Operating loss		(1,484,558	)		(3,637,745	)

Other (expense) income:
Interest expense, net		(5,384,991	)		(3,893,686	)
Unrealized gain on investment in equity securities		4,155			8,061
Gain (loss) on extinguishment of liabilities		(1,211,511	)		659,277
Other income (expense)		2,482			6,259
Total other expense		(6,589,865	)		(3,220,089	)
Net loss		(8,074,423	)		(6,857,834	)
Preferred stock dividends		(632,053	)		(431,807	)
Net loss attributable to common shareholders	$	(8,706,476	)	$	(7,289,641	)
Basic and diluted net loss per share attributable to common shareholders	$	(0.22	)	$	(0.46	)
Weighted average common shares outstanding used in the basic and diluted net loss per share calculation		39,811,524			15,839,373

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

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2024			2023
	For the Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,074,423	)	$	(6,857,834	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on loan forgiveness		-			(659,277	)
Non-cash lease expense		48,561			90,279
Common stock issued for interest		1,136,790			1,705,234
Preferred stock issued for interest		892,343			-
Preferred stock for services		67,500			-
Preferred stock issued debt extensions		1,160,880			-
Depreciation and amortization		75,827			28,114
Accretion of interest and amortization of debt discount		1,571,926			615,007
Common stock issued for debt extension		110,310			1,029,939
Stock-based compensation expense		240,292			1,430,244
(Gain) on investment in equity securities		(4,155	)		(8,061	)
Common stock and warrants issued for services		11,100			1,480,944
Investment banker fees for UB APA		210,060			-
Changes in operating assets and liabilities:
Accounts receivable		11,718			(96,780	)
Inventories		58,968			20,338
Prepaid expenses and other assets		11,279			(25	)
UB Exchange Account		(1,181	)		-
Accounts payable		(225,930	)		131,729
Accrued employee compensation		(14,125	)		101,299
Operating Lease Liability		(14,464	)		(127,014	)
Deferred revenue and other accrued expenses		867,164			693,653
Net cash used in operating activities		(1,859,560	)		(422,211	)

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock		-			100,000
Proceeds from stock option exercises		-			81,111
Net proceeds from convertible debt		2,056,289			2,520,000
Net proceeds from non-convertible debt - third party		94,371			654,681
Net proceeds from debt - related party		97,052			88,200
Payments on convertible debt		(394,229	)		(1,628,474	)
Payments on debt - related party		(8,682	)		(99,000	)
Payments on non-convertible debt		(63,300	)		(1,056,149	)
Net cash provided by financing activities		1,781,501			660,369

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(78,059	)		235,158
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		81,279			3,865
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,220		$	239,023

SUPPLEMENTAL INFORMATION
Interest paid in cash	$	324,763		$	534,872
NON CASH TRANSACTIONS:
Common stock issued with debt		140,455			1,087,751
Preferred stock issued with debt		260,000			-
Common stock issued in lieu of cash for dividend		38,838			102,435
Preferred stock dividends		632,053			431,807
Conversion of preferred stock for common stock		69,550			4,935
Conversion of common stock for preferred stock		8,750			-
Conversion of debt and interest into common stock		-			509,033
Preferred stock and options issued for UB acquisition		5,959,834			-
Initial recognition of ROU assets and liabilities		471,155			-

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

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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