UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~April 1918, 2024

PRESSURE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-38185	04-2652826
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

480 Neponset St.

Canton, MA 02021

(Address of Principal Executive Office) (Zip Code)

(508) 230-1828

(Registrant’s telephone number, including area code)

14 Norfolk Avenue

South Easton, ~~Massachusetts~~MA 02375

(~~Address~~Former Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Office) ~~(Zip Code)~~

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(508)~~the ~~230~~Form 8-~~1828~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

N/A

(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 (see General Instruction A.2. below):

☐	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))

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

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 of ~~Entry~~this ~~into~~chapter) aor ~~Material~~Rule ~~Definitive~~12b-2 ~~Agreement~~of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Acquisition~~Emerging ofgrowth ~~Assets~~company ~~and Liabilities from CBH International LLC, dba “Uncle Bud’s.”~~☐

OnIf ~~January~~an 9,emerging ~~2024,~~growth ~~Pressure BioSciences~~company, ~~Inc.~~indicate ~~(the~~by ~~“Company”)~~checkmark ~~and~~if ~~CBH International LLC, dba “Uncle Bud’s,” (“Uncle Bud’s”) signed an Asset Purchase Agreement (~~the ~~“Agreement”)~~registrant ~~for~~has ~~the~~elected ~~Company~~not to ~~acquire~~use all of Uncle Bud’s assets and assume selected liabilities, including a $734,000 long-term loan. Uncle Bud’s stockholders received 127 shares in PBIO convertible Series DD Preferred Stock that converts into 2,540,000 common shares of PBIO. Such shares are subject to standard restrictions on resale. In addition, the ~~parties~~extended ~~agreed~~transition toperiod ~~an earnout~~ for ~~additional shares of PBIO Common Stock worth up~~complying towith ~~$4,000,000~~any ~~based~~new onor ~~the~~revised ~~achievement~~financial ofaccounting ~~revenue~~standards ~~and~~provided ~~pre-tax~~pursuant ~~income~~to ~~results~~Section in13(a) ~~2024. Upon the closing, all employees~~ of ~~Uncle Bud’s have become employees of PBIO and Uncle Bud’s has become~~ the ~~Consumer~~Exchange ~~Products Business Unit of the Company~~Act. ☐

~~The~~Item ~~foregoing~~5.07 ~~description~~Submission of ~~the~~Matters ~~terms of the Agreement does not purport~~ to bea ~~complete~~Vote ~~and is qualified in its entirety by the complete text~~ of ~~the~~Security ~~document attached as Exhibit 10~~Holders.~~1 to this Current Report on Form 8-K.~~

~~Item~~On 8April 18, 2024, Pressure BioSciences, Inc. (the “Company”) held a special meeting in lieu of the annual meeting of stockholders (the “Meeting”). At the Meeting, the stockholders voted on the following proposals described in detail in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on February 27, 2024. As of the record date for the Meeting, there were 28,372,923 shares of the Company’s common stock, par value $0.01 ~~Other~~per ~~Events~~share, issued and outstanding and entitled to one vote for each share held. The holders of 54.71% of the Company’s shares of common stock outstanding (15,523,934) submitted votes by proxy or in person at the Meeting, constituting a quorum.

OnProposal ~~January~~1 ~~22,~~- ~~2024,~~Elect ~~the~~one ~~Company~~director ~~issued~~as a ~~press~~Class ~~release~~III ~~announcing~~Director until the ~~closing~~2026 ofAnnual ~~the~~Meeting ~~acquisition~~ of ~~Uncle~~Stockholders. ~~Bud’s~~The ~~assets~~election ~~and~~of the ~~assumption of~~director ~~selected~~was ~~liabilities.~~approved as follows:

A copy of the press release of the Company is included as Exhibit 99.1 of this Report and is incorporated by reference herein.

Nominee

For

Against

Shares voted

Withhold

Broker Non-Votes

Richard T. Schumacher

7,109,810

1,638,664

533,157

6,242,303

~~Item~~Proposal 92 - Ratify the appointment of MaloneBailey LLP as the Company’s independent auditor for fiscal year 2023.01 ~~Financial~~The ~~Statements~~ratification ~~and~~of ~~Exhibits~~the appointment of MaloneBailey LLP as the Company’s independent auditor for fiscal year 2023 was approved as follows:

(d) Exhibits

	Shares voted
For		13,900,704
Against		787,086
Abstain		836,144
Broker Non-Votes		0

Exhibit Number		Exhibit Description
10.1		Asset Purchase Agreement between Pressure BioSciences, Inc. and CBH International LLC, dated January 9, 2024.*
99.1		Press Release, dated January 22, 2024.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

Proposal 3 – Approve the Pressure BioSciences, Inc. 2024 Equity Incentive Plan. The Pressure BioSciences, Inc. 2024 Equity Incentive Plan was approved as follows:

* We have omitted certain schedules to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and we will supplementally furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.

	Shares voted
For		6,474,213
Against		2,696,003
Abstain		111,415
Broker Non-Votes		6,242,303

Proposal 4 – Approval, on an advisory basis, of a non-binding resolution to approve the compensation of our named executive officers. The non-binding resolution was approved as follows:

	Shares voted
For		5,961,481
Against		2,337,936
Abstain		982,214
Broker Non-Votes		6,242,303

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

	PRESSURE BIOSCIENCES, INC.
Dated: January 25, 2024	By:	/s/ Richard T. Schumacher
Dated: April 22, 2024	By:	/s/ Richard T. Schumacher
		Richard T. Schumacher
		Richard T. Schumacher President and Chief Executive Officer
		President

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