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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 ~~September~~March 3031, ~~2023~~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.)

14 Norfolk Avenue South Easton, Massachusetts		02375
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 ~~November~~August 1026, ~~2023~~2024 was 2137,~~726~~379,~~433~~297.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION	3
Item 1. Unaudited Financial Statements	3
Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	3
Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	3
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	4
Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	5
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 and Nine Months Ended September 30, 2023 and 2022	7
Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023	6
Notes to Unaudited Consolidated Financial Statements	98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2627
Item 3. Quantitative and Qualitative Disclosure About Market Risk	30
Item 4. Controls and Procedures	30
PART II - OTHER INFORMATION	3132
Item 1. Legal Proceedings	3132
Item 1A. Risk Factors	3132
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3132
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	3233
SIGNATURES	3334

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	53,~~263~~220		$	381,~~865~~279
Accounts receivable		~~329~~144,~~263~~639			~~295~~151,~~374~~234
Inventories, net of $905,759 and $982,973 reserve, respectively		467,155			686,383
Inventories, net of $1,583,190 and $1,021,812 reserve, respectively		596,863			304,909
Prepaid expenses and other current assets		~~219~~211,~~283~~354			~~257~~222,~~527~~633
Total current assets		1,020,964			1,243,149
UB Exchange Account		1,181			-
Investment in equity securities		77,918			63,638
Total current assets		957,257			760,055
Property and equipment, net		91,409			103,351
Investment in equity securities		66,031			61,876
Right of use asset operating leases		159,424			282,095
Property and equipment, net		78,452			84,930
Intangible assets, net		252,404			317,308
Right of use asset operating leases		565,409			142,815
TOTAL ASSETS	$	1,602,119		$	2,009,541
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	$	12,~~062~~438,~~565~~755		$	~~637~~1,~~238~~320,432
Accrued employee compensation		~~376~~177,~~760~~453			~~167~~191,~~247~~578
Accrued professional fees and other		23,~~722~~539,~~666~~910			2,~~497~~860,~~762~~509
Accrued interest and dividends payable		46,~~576~~620,~~350~~620			105,~~803~~306,~~983~~353
Deferred revenue		~~253~~233,~~152~~459			58233,~~242~~850
Convertible debt, net of unamortized debt discounts of $744,393 and $455,517, respectively		18,222,120			17,823,669
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,~~030~~152,~~510~~748			1,~~638~~264,~~969~~162
Related party, net of unamortized debt discount of $514 and $7,915, respectively		647,986			634,885
Related party, net of unamortized debt discount of $0 and $0, respectively		682,252			648,500
Right of use operating lease liability		66204,~~259~~886			~~142~~66,~~171~~895
Total current liabilities		29,958,368			34,404,166
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		~~162~~161,~~522~~182			~~150~~161,~~000~~864
Right of use operating lease liability long term		71379,~~287~~661			~~139~~60,~~924~~961
Deferred revenue		108,~~645~~167			14,~~822~~560
TOTAL LONG TERM LIABILITIES		244,454			291,746
TOTAL LIABILITIES		45,118,325			33,803,505
TOTAL LIABILITIES		30,202,822			34,695,912
COMMITMENTS AND CONTINGENCIES (Note 5)		-			-
COMMITMENTS AND CONTINGENCIES (Note 4)		-			-
STOCKHOLDERS’ DEFICIT
Series D, G, H, H2, J, K, AA, BB, CC Convertible Preferred Stock, $.01 par value (Note 6)		100			1,098
Series D, G, H, H2, J, K, AA, BB, CC and DD Convertible Preferred Stock, $.01 par value (Note 7)		103			102
Preferred stock, value		100			1,098
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
Common stock, $.01 par value; 100,000,000 shares authorized; 23,399,945 and 13,682,910 shares issued and outstanding on September 30, 2023 and December 31, 2022, respectively		234,000			136,829
Warrants to acquire common stock		35,684,321			35,684,321
Warrants to acquire common stock		35,684,321			31,995,762
Additional paid-in capital		103,453,087			100,236,710
Additional paid-in capital		93,973,646			69,006,145
Accumulated deficit		(177,735,115	)		(169,028,639	)
Accumulated deficit		(158,492,770	)		(133,826,205	)
TOTAL STOCKHOLDERS’ DEFICIT		(38,126,796	)		(32,753,829	)
TOTAL STOCKHOLDERS’ DEFICIT		(28,600,703	)		(32,686,371	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,991,529		$	1,049,676
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,602,119		$	2,009,541

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

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 3

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2023			2022			2023			2022
	2024			2023
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
Revenue:
Products, services, other	$	~~413~~349,~~009~~257		$	~~144~~740,~~032~~600		$	~~1,665,412~~		$	~~1,122,169~~
Total revenue		~~413~~349,~~009~~257			~~144~~740,~~032~~600			~~1,665,412~~			~~1,122,169~~
Costs and expenses:
Cost of products and services		~~229~~233,~~457~~310			~~126~~358,~~203~~628			~~844,684~~			~~742,707~~
Research and development		~~288~~272,~~345~~023			~~262~~435,~~370~~646			~~1,004,437~~			~~716,685~~
Selling and marketing		~~157~~130,~~773~~173			226,~~526~~015			~~537,802~~			~~422,422~~
General and administrative		1,~~030~~198,~~243~~309			~~892~~3,~~293~~358,056			~~5,290,564~~			~~2,591,644~~
Total operating costs		1,~~705~~833,~~818~~815			14,~~507~~378,~~392~~345			~~7,677,487~~			~~4,473,458~~
Operating loss		(1,~~292~~484,~~809~~558	)		(13,~~363~~637,~~360~~745	)		~~(6,012,075~~	)		~~(3,351,289~~	)
Other (expense) income:
Interest expense, net		(45,~~338~~384,~~759~~991	)		(23,~~034~~893,~~021~~686	)		~~(14,112,098~~	)		~~(6,448,771~~	)
Unrealized gain (loss) on investment in equity securities		(5,965	)		(8,675	)		14,280			(8,047	)
Unrealized gain on investment in equity securities		4,155			8,061
Gain (loss) on extinguishment of liabilities		-(1,211,511	)		(1659,~~054,122~~277	)		~~687,591~~			~~(1,809,249~~	)
Other income (expense)		72,~~588~~482			(26,~~059~~259	)		~~11,820~~			~~(904~~	)
Total other expense		(46,~~337~~589,~~136~~865	)		(3,~~098~~220,~~877~~089	)		~~(13,398,407~~	)		~~(8,266,971~~	)
Net loss		(58,~~629~~074,~~945~~423	)		(46,~~462~~857,~~237~~834	)		~~(19,410,482~~	)		~~(11,618,260~~	)
Deemed dividends on extension of warrants		-			-			(3,626,950	)		-
Preferred stock dividends		(632,053	)		(431,807	)
Preferred stock dividends		(632,054	)		(431,709	)		(1,629,133	)		(1,295,566	)
Net loss attributable to common shareholders	$	(8,706,476	)	$	(7,289,641	)
Net loss attributable to common shareholders	$	(6,261,999	)	$	(4,893,946	)	$	(24,666,565	)	$	(12,913,826	)
Basic and diluted net loss per share attributable to common shareholders	$	(0.22	)	$	(0.46	)
Basic and diluted net loss per share attributable to common shareholders	$	(0.29	)	$	(0.44	)	$	(1.21	)	$	(1.24	)
Weighted average common shares outstanding used in the basic and diluted net loss per share calculation		39,811,524			15,839,373
Weighted average common shares outstanding used in the basic and diluted net loss per share calculation		21,716,950			11,131,742			20,337,229			10,429,817

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

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 4

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2023			2022
	2024			2023
	For the Nine Months Ended
	For the Three Months Ended March 31,
	September 30,
	2024			2023
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(198,~~410~~074,~~482~~423	)	$	(116,~~618~~857,~~260~~834	)
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) on extinguishment of debt		(687,591	)		(10,000	)
Gain on loan forgiveness		-			(659,277	)
Non-cash lease expense		~~122~~48,~~671~~561			8290,~~001~~279
Common stock and warrants issued for interest		3,715,204			2,196,278
Common stock issued for interest		1,136,790			1,705,234
Depreciation and amortization		84,341			67,985
Preferred stock issued for interest		892,343			-
Accretion of interest and amortization of debt discount		3,213,622			1,777,863
Preferred stock for services		67,500			-
Loss on extinguishment of accrued liabilities and debt		-			1,809,249
Preferred stock issued debt extensions		1,160,880			-
Common stock and warrants issued for debt extension		1,671,573			-
Depreciation and amortization		75,827			28,114
Preferred stock issued for debt extension		2,683,600			-
Accretion of interest and amortization of debt discount		1,571,926			615,007
Stock-based compensation expense		1,706,420			128,984
Common stock issued for debt extension		110,310			1,029,939
(Gain)/Loss on investment in equity securities		(14,280	)		8,047
Stock-based compensation expense		240,292			1,430,244
Common stock and warrants issued for services		1,978,645			367,370
(Gain) on investment in equity securities		(4,155	)		(8,061	)
Preferred stock issued for services		617,200			-
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		~~(33~~11,~~889~~718	)		(1196,~~568~~780	)
Inventories		~~219~~58,~~228~~968			~~(238~~20,~~973~~338	)
Prepaid expenses and other assets		3811,~~244~~279			~~204,141~~(25	)
Accounts payable		425,327			80,130
UB Exchange Account		(1,181	)		-
Accrued employee compensation		209,513			104,258
Accounts payable		(225,930	)		131,729
Operating lease liability		(144,549	)		(82,001	)
Accrued employee compensation		(14,125	)		101,299
Deferred revenue and other accrued expenses		1,551,380			2,083,239
Operating Lease Liability		(14,464	)		(127,014	)
Net cash used in operating activities		(2,053,823	)		(3,051,257	)
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		~~(7,495~~-	)		(203,~~754~~000	)
Net cash used in investing activities		~~(7,495~~-	)		(203,~~754~~000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock for cash		150,000			-
Sale of common stock		-			100,000
Proceeds from stock option exercises		~~81,111~~-			1781,~~443~~111
Net proceeds from convertible debt		42,~~336~~056,~~665~~289			32,~~428~~520,~~249~~000
Net proceeds from non-convertible debt - third party		294,~~043,681~~371			1654,~~815,000~~681
Net proceeds from debt - related party		~~159~~97,~~186~~052			~~762~~88,~~500~~200
Payments on convertible debt		(2394,~~462,269~~229	)		(1,~~086~~628,~~946~~474	)
Payments on debt - related party		(~~159~~8,~~000~~682	)		(~~259~~99,~~600~~000	)
Payments on non-convertible debt		(263,~~086,658~~300	)		(1,~~506~~056,~~066~~149	)
Net cash provided by financing activities		21,~~062~~781,~~716~~501			3660,~~170,580~~369
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1(78,~~398~~059	)		98235,~~569~~158
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		381,~~865~~279			~~132~~3,~~311~~865
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	53,~~263~~220		$	~~230~~239,~~880~~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. ~~September~~March 3031, ~~2023~~2024 10Q Report 5

	2023		2022
	For the Nine Months Ended
	September 30,
	2023		2022
CASH FLOWS SUPPLEMENTAL INFORMATION
Interest paid in cash	$	1,219,038	$	938,451
NON CASH TRANSACTIONS:
Early adoption of ASU 2020-06		-		473,027
Common stock issued with debt		1,293,270		512,593
Discount from warrants issued with debt		-		93,576
Common stock issued in lieu of cash for dividend		162,528		306,333
Preferred stock issued with debt		539,487		-
Preferred stock dividends		1,629,133		1,295,566
Conversion of preferred stock for common stock		14,869		44
Conversion of debt, interest, preferred stock dividend for preferred stock		10,017,212		-
Conversion of debt and interest into common stock		509,033		350,500
Conversion of common stock for preferred stock		6,240		-
Extension of warrants for Series AA preferred stock		3,626,950		-

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

Pressure BioSciences, Inc. September 30, 2023 10Q Report 6

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

(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, 2022		109,874		$	1,098			13,682,910		$	136,829		$	31,995,762	$	69,006,145		$	(133,826,205	)	$	(32,686,371	)
BALANCE, December 31, 2023		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		-			-			-			-			-		-			(431,807	)		(431,807	)
Issuance of common stock for services		-			-			990,500			9,905			-		1,409,430			-			1,419,335
Issuance of common stock warrants for services		-			-			-			-			61,609		-			-			61,609
Conversion of debt and interest for common stock		-			-			203,613			2,036			-		506,997			-			509,033
Issuance of common stock for dividends paid-in-kind		-			-			73,694			737			-		101,698			-			102,435
Issuance of common stock for interest paid-in-kind		-			-			1,111,081			11,111			-		1,694,123			-			1,705,234
Common stock issued for debt extension		-			-			568,200			5,682			-		1,024,257			-			1,029,939
Stock issued with debt		-			-			783,150			7,832			-		1,079,919			-			1,087,751
Conversion of preferred stock for common stock		(101,154	)		(1,012	)		493,540			4,935			-		(3,923	)		-			-
Sale of Common Stock		-			-			40,000			400			-		99,600			-			100,000
Sale of Common Stock for Cash		-			-			40,000			400			-		99,600			-			100,000
Net loss		-			-			-			-			-		-			(6,857,834	)		(6,857,834	)
Balance, March 31, 2023		8,720		$	86			18,064,240		$	180,643		$	32,057,371	$	76,428,425		$	(141,115,846	)	$	(32,449,321	)
Series AA/CC Preferred Stock dividend		-			-			-			-			-		-			(565,272	)		(565,272	)
Stock-based compensation		-			-			-			-			-		135,554			-			135,554
Issuance of common stock for services		-			-			147,500			1,475			-		170,925			-			172,400
Extension of warrants for Series AA Preferred stock		-			-			-			-			3,626,950		-			(3,626,950	)		-
Common stock issued for debt extension		-			-			528,600			5,286			-		486,348			-			491,634
Conversion of preferred stock for common stock		(44	)		-			44,400			444			-		(444	)		-			-
Conversion of debt, accrued interest and accrued dividend for preferred stock		401			4			-			-			-		10,017,208			-			10,017,212
Conversion of common stock to preferred stock		62			1			(624,000	)		(6,240	)		-		6,239			-			-
Issuance of common stock for dividends paid-in-kind		-			-			69,073			690			-		59,403			-			60,093
Issuance of common stock for interest paid-in-kind		-			-			1,034,000			10,340			-		1,286,106			-			1,296,446
Stock issued with debt		-			-			302,092			3,021			-		153,653			-			156,674
Sale of Common Stock		-			-			20,000			200			-		49,800			-			50,000
Issuance of preferred stock for services		57			1			-			-			-		505,699			-			505,700
Issuance of Preferred stock for debt extension		185			2			-			-			-		1,396,998			-			1,397,000
Preferred stock issued with debt		58			1			-			-			-		539,486			-			539,487
Net loss		-			-			-			-			-		-			(6,922,703	)		(6,922,703	)
BALANCE, June 30, 2023		9,439		$	95			19,585,905		$	195,859		$	35,684,321	$	91,235,400		$	(152,230,771	)	$	(25,115,096	)
Stock-based compensation		-			-			-			-			-		140,622			-			140,622
Series AA/CC Preferred Stock dividend		-			-			-			-			-		-			(632,054	)		(632,054	)
Issuance of common stock for services		-			-			492,500			4,926			-		320,375			-			325,301
Common stock issued for debt extension		-			-			250,000			2,500			-		147,500			-			150,000
Conversion of preferred stock for common stock		(95	)		(1	)		949,000			9,490			-		(9,489	)		-			-
Issuance of common stock for interest paid-in-kind		-			-			1,949,040			19,490			-		694,034			-			713,524
Stock issued with debt		-			-			173,500			1,735			-		47,110			-			48,845
Issuance of preferred stock for services		35			-			-			-			-		111,500			-			111,500
Issuance of Preferred stock for debt extension		556			6			-			-			-		1,286,594			-			1,286,600
Net loss		-			-			-			-			-		-			(5,629,945	)		(5,629,945	)
BALANCE, September 30, 2023		9,935		$	100			23,399,945		$	234,000		$	35,684,321	$	93,973,646		$	(158,492,770	)	$	(28,600,703	)

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 76

	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	)
BALANCE, December 31, 2023		10,121		$	102			35,367,663		$	353,677		$	35,684,321	$	100,236,710		$	(169,028,639	)	$	(32,753,829	)
Balance		~~109~~10,~~878~~121		$	~~1,099~~102			935,~~120~~367,~~526~~663		$	91353,~~206~~677		$	3135,~~715~~684,~~154~~321	$	64100,~~261~~236,~~048~~710		$	(~~118~~169,~~277~~028,~~468~~639	)	$	(2232,~~208~~753,~~961~~829	)
Early adoption of ASU 2020-06		-			-			-			-			-		(2,728,243	)		2,255,216			(473,027	)
Stock-based compensation		-			-			-			-			-		240,292			-			240,292
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	)
Stock-based compensation		-			-			-			-			-		32,074			-			32,074
Stock option exercise		-			-			25,279			253			-		17,190			-			17,443
Series AA Preferred Stock dividend		-			-			-			-			-		-			(431,708	)		(431,708	)
Issuance of common stock for services		-			-			40,000			400			-		67,400			-			67,800
Common stock issued for debt extension		-			-			106,400			1,064			-		190,239			-			191,303
Conversion of preferred stock for common stock		(4	)		(1	)		4,400			44			-		(43	)		-			-
Issuance of common stock for dividends paid-in-kind		-			-			86,464			865			-		150,156			-			151,021
Issuance of common stock for interest paid-in-kind		-			-			224,500			2,245			-		386,270			-			388,515
Stock issued with debt		-			-			22,000			220			-		35,628			-			35,848
Net loss		-			-			-			-			-		-			(2,916,338	)		(2,916,338	)
BALANCE, June 30, 2022		109,874		$	1,098			10,703,179		$	107,033		$	31,974,888	$	64,746,760		$	(124,042,132	)	$	(27,212,353	)
Stock-based compensation		-			-			-			-			-		32,427			-			32,427
Issuance of common stock for interest paid-in-kind		-			-			389,500			3,895			-		630,410			-			634,305
Issuance of common stock for dividends paid-in-kind		-			-			52,032			520			-		90,536			-			91,056
Issuance of common stock for services		-			-			113,500			1,135			-		166,240						167,375
Series AA Preferred Stock dividend		-			-			-			-			-		-			(431,709	)		(431,709	)
Common stock issued for debt extension		-			-			707,900			7,079			-		1,043,396			-			1,050,475
Series CC Preferred Stock dividend		-			-			-						-		-			(200,344	)		(200,344	)
Warrants issued for services		-			-			-			-			14,734		-			-			14,734
Stock issued with debt		-			-			581,050			5,811			-		134,644			-			140,455
Stock issued with debt		-			-			254,500			2,545			-		331,720			-			334,265
Common stock issued for debt extension		-			-			388,000			3,880			-		106,430			-			110,310
Stock warrants issued		-			-			-			-			6,140		-			-			6,140
Issuance of common stock for services		-			-			70,000			700			-		10,400			-			11,100
Net loss		-			-			-			-			-		-			(4,462,237	)		(4,462,237	)
Issuance of common stock for interest paid-in-kind		-			-			4,344,443			43,513			-		1,093,277			-			1,136,790
BALANCE, September 30, 2022		109,874		$	1,098			12,220,611		$	122,207		$	31,995,762	$	67,041,489		$	(128,936,078	)	$	(29,775,522	)
Issuance of common stock for dividends paid-in-kind		-			-			242,736			2,427			-		36,411			-			38,838
Balance		109,874		$	1,098			12,220,611		$	122,207		$	31,995,762	$	67,041,489		$	(128,936,078	)	$	(29,775,522	)
Conversion of preferred stock for common stock		(696	)		(7	)		6,955,000			69,550			-		(69,543	)		-			-
Conversion of common stock to preferred stock		88			1			(875,000	)		(8,750	)		-		8,749			-			-
Issuance ofPreferred stock for services		23			-			-			-			-		67,500			-			67,500
Preferred stock for debt extension		181			2			-			-			-		520,878			-			520,880
Preferred stock issued with debt		100			1			-			-			-		259,999			-			260,000
Issuance ofPreferred stock for interest paid-in-kind		303			3			-			-			-		807,340			-			807,343
Preferred stock issue for UB acquisition		127			1			-			-			-		-			-			1
Net loss		-			-			-			-			-		-			(8,074,423	)		(8,074,423	)
BALANCE, March 31, 2024		10,247		$	103			47,073,892		$	470,808			35,684,321	$	103,453,087		$	(177,735,115	)	$	(38,126,796	)
Balance		10,247			103			47,073,892			470,808			35,684,321		103,453,087			(177,735,115	)		(38,126,796	)

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

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 87

PRESSURE BIOSCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September~~MARCH 3031, ~~2023~~2024

(UNAUDITED)

1) Business Overview, Liquidity and Management Plans

Pressure BioSciences, Inc. (OTCQB: PBIO) (the “Company”) is a leader in the development & sale of innovative, enabling, high pressure technology-based instruments, consumables, and services for the life sciences and other industries worldwide. Our products/services are based on three patented, high-pressure platforms: (i) Ultra Shear Technology™ (“UltraShear™” or “UST™”), (ii) BaroFold Technology™ (“BaroFold™”), and (iii) Pressure Cycling Technology™ (“PCT™”)

~~The~~Uncle ~~Company~~Bud’s ~~was~~Acquisition ~~founded~~and onSales/Marketing ~~the~~Platform ~~belief~~In ~~that~~January ~~its~~2024, ~~PCT~~PBI ~~platform~~completed ~~had~~ the ~~potential~~acquisition ~~to significantly increase the quality~~ of ~~sample~~Uncle ~~preparation~~Bud’s inHemp ~~both~~(renamed ~~research~~Uncle ~~and~~Bud’s ~~clinical~~Health ~~settings.~~& ~~This~~Wellness ~~premise~~or ~~has been well proven and PBI has been successful in installing its PCT platform in the laboratories of key opinion leaders worldwide. Although developed subsequently~~“UB”), ~~the~~a ~~Company now assesses that the commercial potential for its UST platform across diverse multi~~direct-~~billion~~to-~~dollar~~consumer ~~markets~~(DTC) ~~far~~packaged ~~exceeds~~goods ~~the potential of the PCT platform. Consequently~~company, inwith ~~January~~product ~~2022~~development, ~~PBI~~marketing, ~~made~~and ~~the~~selling ~~critical~~in ~~strategy~~the ~~decision~~DTC tovertical. ~~immediately~~Uncle ~~shift~~Bud’s ~~its~~sells ~~primary~~their ~~business~~products ~~focus~~both ~~from~~online ~~PCT~~and tothrough major ~~its~~retail ~~innovative UST Platform~~chains.

The UST Platform (8 issued patents) is based on the use of intense shear forces from ultra-high-pressure discharge (greater than 20,000 psi) through a dynamically controlled nano-gap valve under precisely controlled temperatures. UST has been shown to turn hydrophobic (water-repelling) oil-based supplements (e.g., CBD, curcumin, astaxanthin), therapeutics (e.g., prednisone), and other active ingredients (e.g., retinol) into long-term stable, effectively water-soluble, highly bioavailable, oil-in-water nanoemulsion formulations. The Company first introduced the UST Platform in May 2022 through participation in several cannabis/health & wellness meetings combined with a free-sample program. Executed agreements were subsequently announced with six CBD companies and one cosmeceutical/skincare company for full commercialization in Q3 202 3. The Company began shipping Nano CBD topical spray on October 2, 2023.

The BaroFold Platform (14 issued patents) can be used to significantly improve the quality and production costs of protein biotherapeutics. It employs high pressure manipulations for the disaggregation, unfolding and controlled refolding of proteins to their desired native structures at yields and efficiencies not achievable using existing technologies. The BaroFold Platform has been shown to remove protein aggregates in biotherapeutic drug manufacturing, thereby improving product efficacy, safety, and cost for both new-drug entities and biosimilar (follow-on biologic) products. It is scalable and practical for standard manufacturing processes.

The PCT Platform (17 issued patents) uses alternating cycles of hydrostatic pressure between ambient and ultra-high pressures to control bio-molecular interactions safely and reproducibly in sample preparation (e.g., the critical steps performed by tens of thousands of scientists worldwide prior to analytical measurements, such as cell lysis and biomolecule extraction from tissue samples). Our focus for PCT is on making, GMP-compliant, next generation PCT-based Barocycler EXTREME system available globally to biopharmaceutical drug manufacturers for use in the design, development, characterization, and quality control of biotherapeutic drugs. We currently have over 350 PCT Systems placed in approximately 250 academic, government, pharmaceutical, and biotech research laboratories worldwide. There are currently over 200 independent publications highlighting the advantages of using the PCT Platform in scientific research & clinical laboratories.

2) Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. ~~However,~~We we have experienced losses from operations and negative cash flows from ~~operationing business since our inception~~operations. As of ~~September~~March 3031, ~~2023~~2024, we do not have adequate working capital resources to satisfy our current liabilities and as a result, there is substantial doubt regarding our ability to continue as a going concern. We have been successful in raising debt and equity capital in the past and as described in Notes 56 and 67. In addition, we raised debt and equity capital after ~~September~~March 3031, 2024 ~~2023,~~ as described in Note 7.9 We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to ~~address~~ address these matters in the future will be successful. These financial statements do not include any adjustments that might result from this uncertainty.

Pressure BioSciences, Inc. September 30, 2023 10Q Report 9

3) Summary of Significant Accounting Policies

Basis of Presentation

The unaudited interim financial statements of Pressure BioSciences, Inc. and its consolidated subsidiaries (collectively, the “Company”) included herein have been prepared by the Company in accordance with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission. Under these rules and regulations, some information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been shortened or omitted. Management believes that all adjustments necessary for a fair statement of the financial position and the results of operations for the periods shown have been made. All adjustments are normal and recurring. These financial statements should be read together with the Company’s audited financial statements included in its Form 10-K for the fiscal year ended December 31, ~~2022~~2023. Operating results for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the final results that may be expected for the year ending December 31, ~~2023~~2024.

Use of Estimates

The Company’s consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. ~~Global~~In ~~concerns~~addition, ~~about~~estimates ~~the~~were ~~COVID-19~~made ~~pandemic~~in ~~have~~projecting ~~adversely~~future ~~affected,~~cash ~~and~~flows weto ~~expect~~quantify impairment ~~will~~of ~~continue~~assets, tofair ~~adversely~~value ~~affect,~~of ~~our business,~~share ~~financial~~based ~~condition~~awards and ~~results~~investments ofin ~~operations~~equity ~~including~~securities. ~~the~~We base our estimates on historical experience and on various other assumptions ~~made~~that bywe ~~management.~~believe ~~Significant~~to ~~estimates and~~be ~~assumptions~~reasonable ~~include~~under ~~valuations~~the ofcircumstances. ~~share-based~~In ~~awards~~the opinion of management, ~~investments~~all adjustments necessary in ~~equity~~order ~~securities~~to ~~and~~make ~~intangible~~the ~~asset~~financial ~~impairment~~statements not misleading have been included. Actual results could differ from the estimates, and such differences may be material to the Company’s consolidated financial statements.

~~Recent Accounting~~Pressure ~~Pronouncements~~BioSciences, Inc. March 31, 2024 10Q Report 8

~~In August~~Intangibles ~~2020,~~assets ~~the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,~~ as ~~part~~ of ~~its~~March overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes31, ~~the~~2024 ~~new~~are guidance removes the beneficial conversion separation model for convertible debt. As a result, after adopting the guidance, entities will no longer account for beneficial conversion features in equity. The guidance is effective for public business entities, other than small reporting company’s financial statements starting January 1, 2022, with early adoption permitted. The Company is a small reporting company and early adopted the new guidance on January 1, 2022 using the modified retrospective approach and recorded a cumulative effect of adoption equal to a $2,728,243 decrease in additional paid in capital and a $2,255,216 decrease in accumulated deficit. There is no material impact to the Company’s statements of operations or cash flows as ~~the result of the adoption of ASU 2020-06.~~follows:

In Schedule ~~June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which requires measurement and recognition~~ of ~~expected credit~~Intangible losses for financial assets held. We adopted this new accounting guidance effective January 1, 2023. The adoption did not have a material impact on our consolidated financial statements and disclosures and did not significantly impact the Company’s accounting policies or estimation methods related to the allowance for doubtful accounts. The Company does not have any reserve for doubtful accounts due to its customers being distributors, universities, research organizations and government agencies. In the past several years, all its customers have paid in full without any need for a write-down.Assets

Website	$	1,516
Less website amortization		(158	)
Customer list		664,237
Less Customer list amortization		(69,191	)
Net Intangible Assets	$	596,404

Expected amortization expense of intangible assets over the next 2 years is as follows:

Twelve Months ended March 31,


2024	$	332,875
2025		263,529
Net Intangible Assets	$	596,404

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset.

During the quarter ended March 31, 2024, there were no triggering events related to the customer list for Uncle Bud’s which required an analysis to be performed.

Principles of Consolidation

The consolidated financial statements include the accounts of Pressure BioSciences, Inc., and its wholly -owned subsidiaries PBI BioSeq, Inc., ~~and~~ PBI Agrochem, Inc., and Uncle Buds Health and Wellness, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Pressure BioSciences, Inc. September 30, 2023 10Q Report 10

Revenue Recognition

WeThe ~~recognize~~Company recognizes revenue inunder ~~accordance with FASB~~ ASC Topic 606, Revenue from ~~Contracts~~contract with Customers, ~~and~~(“Topic ~~ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers~~606”). ~~Revenue~~The following is ~~measured based on~~ a ~~consideration~~summary ~~specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf~~ of ~~third~~the ~~parties.~~revenue Werecognition ~~enter~~policy ~~sales~~for ~~contracts~~each ~~that may consist~~ of ~~multiple distinct performance obligations where certain performance obligations of~~ the ~~sales~~Company’s ~~contract are not delivered in one reporting period~~subsidiaries. ~~We measure and allocate revenue according to ASC 606-10.~~

WeRevenue identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is ~~separately~~recognized ~~identifiable~~under ~~from~~Topic ~~other~~606, ~~promises~~at ~~in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from~~ a ~~contract~~point toin ~~the~~time ~~individual performance obligations,~~ and ~~the~~over ~~appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers~~ a ~~variety~~period of ~~factors~~ ~~such as historical sales~~time, ~~usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation~~ in ~~making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for~~ a ~~particular~~manner ~~contract,~~that ~~any~~reasonably ~~material~~reflects ~~changes could impact~~ the ~~timing~~delivery of ~~revenue~~its ~~recognition,~~services ~~which would have a material effect on our financial position~~ and ~~result~~products ofto ~~operations.~~customers ~~This~~in isreturn ~~because~~for ~~the~~expected ~~contract~~ consideration isand ~~allocated~~includes ~~to each performance obligation, delivered or undelivered, at~~ the ~~inception~~following ~~of the contract based on the SSP of each distinct performance obligation.~~elements:

	●	executed contracts with the Company’s customers that it believes are legally enforceable;
	●	identification of performance obligations in the respective contract;
	●	determination of the transaction price for each performance obligation in the respective contract;
	●	allocation the transaction price to each performance obligation; and
	●	recognition of revenue only when the Company satisfies each performance obligation.

The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries PBI BioSeq, Inc. and PBI Agrochem, Inc, we recognize revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, and ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers. Revenue is measured based on a consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. We enter into sales contracts that may consist of multiple distinct performance obligations where certain performance obligations of the sales contract are not delivered in one reporting period. We measure and allocate revenue according to ASC 606-10.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

We identify a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are in included in cost of revenues as consistent with treatment in prior periods.

Our current Barocycler® instruments require a basic level of instrumentation expertise to set-up for initial operation. To support a favorable first experience for our customers, upon customer request, and for an additional fee, we will send a highly trained technical representative to the customer site to install Barocyclers® that we sell, lease, or rent through our domestic sales force. The installation process includes uncrating and setting up the instrument, followed by introductory user training. Our sales arrangements do not provide our customers with a right of return. Any shipping costs billed to customers are recognized as revenue.

~~Most~~The majority of our instrument and consumable contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the shipped product and the ~~customer~~ ~~takes~~customer onhas ~~the~~ significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components.

Revenue from scientific services customers is recognized upon completion of each stage of service as defined in service agreements.

We apply ASC 845, “Accounting for Non-Monetary Transactions”, to account for products and services sold through non-cash transactions based on the fair values of the products and services involved, where such values can be determined. Non-cash exchanges would require revenue to be recognized at recorded cost or carrying value of the assets or services sold if any of the following conditions apply:

	a)	The fair value of the asset or service involved is not determinable.
	b)	The transaction is an exchange of a product or property held for sale in the ordinary course of business for a product or property to be sold in the same line of business to facilitate sales to customers other than the parties to the exchange.
	c)	The transaction lacks commercial substance.

We recognize revenue for non-cash transactions at recorded cost or carrying value of the assets or services sold.

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 1110

We account for lease agreements of our instruments in accordance with ASC 842, Leases. We record revenue over the life of the lease term, and we record depreciation expense on a straight-line basis over the thirty-six-month estimated useful life of the Barocycler® instrument. The depreciation expense associated with assets under lease agreement is included in the “Cost of PCT products and services” line item in our accompanying consolidated statements of operations. Many of our lease and rental agreements allow the lessee to purchase the instrument at any point during the term of the agreement with partial or full credit for payments previously made. We pay all maintenance costs associated with the instrument during the term of the leases.

Deferred revenue represents amounts received from service contracts for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. Revenue from service contracts is recorded ratably over the length of the contract.

Uncle Buds Health and Wellness, Inc. (“Uncle Bud’s”, “UB”)

As part of the acquisition of Uncle Bud’s, the Company analyzed ASC Topic 606, Revenue from Contracts with Customers and determined to recognized revenue when control of the product is transferred to the customer and they have assumed the risk of loss, which is typically when it is received by the customer.

UB generated $153,787 of direct-to-consumer (DTC) sales. The Company estimated UB deferred revenue to be approximately $15,000 as of March 31, 2024, which the Company deemed to be nominal.

Additionally, Uncle Bud’s has no future contracts or obligations to the customer to provide future services or expenses whereby future revenue is generated.

Disaggregation of revenue

In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition.

Schedule of Disaggregation of Revenue

In thousands of US dollars ($)

Three Months Ended ~~September~~March 3031,

~~Nine Months Ended September 30,~~

Primary geographical markets

~~2023~~2024

~~2022~~2023

~~2023~~

~~2022~~

North America

~~251~~340

~~138~~556

~~1,067~~

~~709~~

Europe

766

1336

~~130~~

Asia

863

(7149

)

~~468~~

~~352~~

~~413~~349

~~144~~741

~~1,665~~

~~1,122~~

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
Major products/services lines	~~2023~~2024		~~2022~~2023		~~2023~~		~~2022~~
Hardware	$	~~273~~83	$	1428	$	~~994~~	$	~~532~~
Consumables		5038		4966		~~173~~		~~165~~
Contract research services		-1		-5		35		~~125~~
Sample preparation accessories		3148		4145		~~113~~		93
Technical support/extended service contracts		34		41		123		94
Consumer Products		154		-
Agrochem Products		15		10		181		93
Agrochem products		-		131
Shipping and handling		11		2		38		20
Technical support/extended service contracts		20		43
Other		-		-		8		-
Shipping and handling		6		19
	$	413	$	144	$	1,665	$	1,122
Other		-		4
	$	349	$	741

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Timing of revenue recognition

~~2023~~2024

~~2022~~2023

~~2023~~

~~2022~~

Products transferred at a point in time

~~379~~328

~~103~~693

~~1,506~~

~~903~~

Services transferred over time

3421

4148

~~159~~

~~219~~

~~413~~349

~~144~~741

~~1,665~~

~~1,122~~

Contract balances

Schedule of Contract Balances

In thousands of US dollars ($)	~~September~~March 3031, ~~2023~~2024		December 31, ~~2022~~2023
Receivables, which are included in ‘Accounts Receivable’	$	~~329~~145	$	~~295~~151
Contract liabilities (deferred revenue)		59242		6034

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 1211

Transaction price allocated to the remaining performance obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period.

In thousands of US dollars ($)		~~2023~~2024				~~2024~~2025				Total
Extended warranty service		$	48234			$	118			$	59242

All consideration from contracts with customers is included in the amounts presented above.

Contract Costs

The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The costs to obtain a contract are recorded immediately in the period when the revenue is recognized either upon shipment or installation. The costs to obtain a service contract are considered immaterial when spread over the life of the contract so the Company records the costs immediately upon billing.

Segment Reporting

We organize our business segments based on the nature of the products and services offered. Operating segments are defined as the components of a business which separate financial information is available. In Note 8, the table of financial data, the total of the operating results of these business segments is reconciled, as appropriate, to the corresponding consolidated amount. There are some corporate expenses that were not allocated to the business segments, and these expenses are contained in the “Operating expenses” under Parent.

Our Industrial segment contains the UST, BaroFold and PCT Platforms. Due to our purchase of Uncle Bud’s , the Company analyzed ASC 280-10-50 and determined that Uncle Bud’s qualifies as an operating segment. Our Consumer segment represents the activity of Uncle Bud’s. Uncle Bud’s offers products direct-to-consumer online and through major retail chains.

Based on the above, management has determined to report under the following segments:

	-	Corporate – for shared expenses between the other reportable segments
	-	Pressure Biosciences reported as “Industrial”
	-	Uncle Buds reported as “Consumer”

Goodwill

Goodwill is recorded as the excess, if any, of the aggregate fair value of consideration exchanged for an acquired business over the fair value (measured at the acquisition date) of total net tangible and identified intangible assets acquired. Goodwill and other intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. We first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment determines it is necessary, we will perform a quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any).

We are required to identify our reporting units and determine the carrying value of each reporting unit. We analyze financial information of our operations to identify discrete segments that constitute a reporting unit. We assign assets acquired and liabilities assumed in business combinations to those reporting units. We are required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, we would be required to book an impairment loss.

All assessments of goodwill impairment are conducted at the individual reporting unit level. As of March 31, 2024, the only reporting unit with goodwill is Uncle Bud’s.

We determined no impairment of our goodwill occurred for the period ended March 31, 2024.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

Concentrations

Credit Risk

Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the fact that many of our customers are government institutions, large pharmaceutical and biotechnology companies, and academic laboratories.

The following table illustrates the level of concentration as a percentage of total revenues during the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2023~~ 2024 and ~~2022~~2023.

	Three Months Ended September 30,						Nine months Ended September 30,
	For the Three Months Ended
	2023			2022			2023			2022
	March 31,
Top five customers		80	%		42	%		49	%		31	%
	2024			2023
Federal agencies		18	%		4	%		5	%		1	%
Top Five Customers		48	%		64	%

The following table illustrates the level of concentration as a percentage of net accounts receivable balance as of ~~September~~March 3031, ~~2023~~2024 and ~~December~~ December 31, ~~2022~~2023. The Top Five Customers category may include federal agency receivable balances if applicable.

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
Top five customers		80	%		93	%
Top Five Customers		100	%		96	%
Federal agencies		22	%		0	%

Product Supply

In recent years we utilized a contract assembler for our Barocycler® 2320EXT. They provided us with precision manufacturing services that included management support services to meet our specific application and operational requirements. Among the services provided to us were:

● CNC Machining ● Contract Assembly & Kitting ● Component and Subassembly Design ● Inventory Management ● ISO certification

Pressure BioSciences, Inc. September 30, 2023 10Q Report 13

Beginning in July 2021, we brought the assembly of our Barocycler 2320EXT instruments in-house. This became necessary when our independent contract assembler (CBM Industries) informed us that they were about to need 100% of their assembly space for one of their customers (one of the largest life science instrument manufacturers in the U.S.). We worked with our notified body to gain approval to use both the CE and CSA marks on the instrument, which we received during Q3 2021. Until further notice, we expect to continue to assemble our Barocycler 2320EXT instrument at our South Easton, MA location.

We currently manufacture and assemble the Barocycler®, HUB440, HUB880, the SHREDDER SG3, and most of our consumables at our South Easton, MA facility. We will regularly reassess the tradeoffs between in-house assembly versus the benefits of outsourced relationships for of the entire Barocycler® product line, and future instruments.

Investment in Equity Securities

As of ~~September~~March 3031, ~~2023~~2024, we held 100,250 shares of common stock of Nexity Global SA, (a Polish publicly traded company).

We account for this investment in accordance with ASC 320 “Investments — Debt and Equity Securities.”. ASC 320 requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in net income.

~~As of~~Pressure ~~September 30~~BioSciences, ~~2023, our consolidated balance sheet reflected the fair value, determined on a recurring basis based on Level 1 inputs of our investment in Nexity, to be $77,918~~Inc. WeMarch ~~recorded $14~~31,~~280~~ as2024 an10Q ~~unrealized~~Report ~~gain during the nine months ended September 30, 2023 for changes in market value.~~13

As of March 31, 2024, our consolidated balance sheet reflected the fair value, determined on a recurring basis based on Level 1 inputs of our investment in Nexity, to be $66,031. We recorded $4,155 as an unrealized gain during the three months ended March 31, 2024 for changes in market value.

Computation of Loss per Share

Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, convertible preferred stock, common stock dividends, and warrants and options to acquire common stock, are all considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to our net loss.

The following table illustrates our computation of loss per share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023:

	2023			2022			2023			2022
	For the Three Months Ended March 31,
	For the Three Months Ended September 30,						For the Nine months Ended September 30,
	2024			2023
	2023			2022			2023			2022
Numerator:
Numerator:
Net loss attributable to common stockholders	$	(8,706,476	)	$	(7,289,641	)
Net loss attributable to common shareholders	$	(6,261,999	)	$	(4,893,946	)	$	(24,666,565	)	$	(12,913,826	)
Denominator for basic and diluted loss per share:
Denominator for basic and diluted loss per share:
Weighted average common stock shares outstanding		39,811,524			15,839,373
Weighted average common stock shares outstanding		21,716,950			11,131,742			20,337,229			10,429,817
Loss per common share – basic and diluted	$	(0.22	)	$	(0.46	)
Loss per common share - basic and diluted	$	(0.29	)	$	(0.44	)	$	(1.21	)	$	(1.24	)

~~Pressure~~The following ~~BioSciences~~table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, ~~Inc~~the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive to our net loss. ~~September~~The 30Series D Convertible Preferred Stock, ~~2023~~Series ~~10Q~~AA ~~Report~~Convertible 14Preferred Stock, Series BB Convertible Preferred Stock, Series CC Convertible Preferred Stock and Series DD Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms.

The following table presents securities that could potentially dilute basic loss per share in the future. For all periods presented, the potentially dilutive securities were not included in the computation of diluted loss per share because these securities would have been anti-dilutive to our net loss. The Series D Convertible Preferred Stock, Series G Convertible Preferred Stock, Series H and H2 Convertible Preferred Stock, Series J Convertible Preferred Stock, Series K Convertible Preferred Stock, Series AA Convertible Preferred Stock, Series BB Convertible Stock and Series CC Convertible Preferred Stock are presented below as if they were converted into common shares according to the conversion terms.

	As of September 30,
	As of March 31,
	2023		2022
	2024		2023
Stock options		35,~~420~~724,~~754~~504		13,~~307~~420,~~822~~754
Convertible debt		79,~~417~~568,~~906~~173		67,~~471~~620,~~034~~701
Common stock warrants		15,~~732~~577,~~940~~354		16,~~293~~217,~~768~~101
Convertible preferred stock:
Series D Convertible Preferred Stock		6,250		25,000
Series D Convertible Preferred		6,250		6,250
Series G Convertible Preferred Stock		-		26,857
Series AA Convertible Preferred		8,645,000		8,645,000
Series H Convertible Preferred Stock		-		33,334
Series BB Convertible Preferred		16,230,000		-
Series H2 Convertible Preferred Stock		-		70,000
Series CC Convertible Preferred		4,010,000		-
Series J Convertible Preferred Stock		-		115,267
Series DD Convertible Preferred		2,540,000		-
Series K Convertible Preferred Stock		-		229,334
Total potentially dilutive shares		62,301,281		35,909,806
Series AA Convertible Preferred Stock		8,601,000		8,645,000
Series BB Convertible Preferred Stock		8,580,000		-
Series CC Convertible Preferred Stock		4,010,000		-
		47,768,850		33,217,416

Accounting for Stock-Based Compensation Expense

We maintain equity compensation plans under which incentive stock options and non-qualified stock options are granted to employees, independent members of our Board of Directors and outside consultants. We recognize stock-based compensation expense over the requisite service period using the Black-Scholes formula to estimate the fair value of the stock options on the date of grant.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

Determining Fair Value of Stock Option Grants

The following table summarizes the assumptions we utilized for grants of stock options to the three sub-groups of our stock option recipients during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024:

Summary of Assumptions for the Grants of Stock Options

Assumptions	CEO, other Officers and Employees
Expected life		6.0 (yrs)	)
Expected volatility		~~130~~155.50	%
Risk-free interest rate		34.9020	%
Forfeiture rate		0 to 5.00	%
Expected dividend yield		0.0	%

Valuation and Amortization Method - The fair value of each option award is estimated on the date of ~~the~~ grant using the Black-Scholes pricing ~~model~~ model based on certain assumptions. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period.

Expected Term - The Company uses the simplified calculation of expected life, as the Company does not currently have sufficient historical ~~exercise~~ exercise data on which to base an estimate of ~~the~~ expected term. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted.

Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the award.

Pressure BioSciences, Inc. September 30, 2023 10Q Report 15

Risk-Free Interest Rate - The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term.

Forfeitures - The Company records stock-based compensation expense only for those awards that are expected to vest. The Company estimated a forfeiture rate of ~~0% to~~ 5% for awards granted based on historical experience and future expectations of options vesting. The Company used this ~~historical~~ historical rate as our assumption in calculating future stock-based compensation expense.

All of the outstanding non-qualified options had an exercise price that was at or above the Company’s common stock share price at time of issuance.

The Company recognized stock-based compensation expense of $~~140~~240,~~622~~292 and $321,~~427~~430,244 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. The ~~company recognized stock-based compensation expense of $1,706,420 and $128,984 for the nine months ended September 30, 2023 and 2022, respectfully. The~~ following table summarizes the effect of this stock-based compensation expense within each of the line items of our costs and expenses within our Consolidated Statements of Operations:

	For the Three Months Ended				~~For the Nine Months Ended~~
	September 30,				September 30,
	March 31,
	2023		2022		2023		2022
	2024		2023
Cost of sales	$	1114,~~183~~664	$	253,~~184~~481	$	~~75,724~~	$	~~8,694~~
Research and development		3543,~~676~~257		9170,~~499~~620		~~241,585~~		~~37,803~~
Selling and marketing		17,150		4,583		102,675		18,166
Consumer Products		54,335		-
General and administrative		76,613		16,161		1,286,436		64,321
Selling and marketing		25,286		72,099
Total stock-based compensation expense	$	140,622	$	32,427	$	1,706,420	$	128,984
General and administrative		102,750		1,134,044
Total stock-based compensation expense	$	240,292	$	1,430,244

Fair Value of Financial Instruments

Due to their short maturities, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt approximate their fair value. The carrying amount of long-term debt approximates fair value due to interest rates that approximate prevailing market rates.

Fair Value Measurements

The Company follows the guidance of FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) as it related to all financial assets and financial liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

The Company generally defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values. These tiers include Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. A slight change in an unobservable input like volatility could have a significant impact on fair value measurement.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that its financial assets are classified within Level 1 in the fair value hierarchy. The development of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.

The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of ~~September~~March 3031, ~~2023~~2024:

Fair value measurements at September 30, 2023 using:

Fair value measurements at March 31, 2024 using:

September 30, 2023

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

March 31, 2024

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Equity Securities

7766,~~918~~031

Total Financial Assets

7766,~~918~~031

The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, ~~2022~~2023:

Fair value measurements at December 31, 2022 using:

Fair value measurements at December 31, 2023 using:

December 31, 2022

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

December 31, 2023

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Equity Securities

6361,~~638~~876

Total Financial Assets

6361,~~638~~876

4) ~~Commitments~~Business ~~and Contingencies~~Combination

On January 9, 2024, the Company acquired the assets and assumed the liabilities of Uncle Buds. Under the provision of ASC 805 Business Combinations, the acquisition is considered an acquisition of a business since the Company is continuing the business of UB which has defined inputs and substantive processes that contribute to the ability to create outputs.

The Company believes that the purchase of the assets and assumption of liabilities of Uncle Bud’s will result in synergies from combining the existing commercial customers of the Company with the retire focus, and customer list of Uncle Bud’s, as the Company desires to use its existing products into the retail channel.

The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

The following are the unaudited pro forma results of operations for the three months ended March 31, 2024 and 2023, as if Uncle Bud’s had been acquired on January 1, 2023. The pro forma results include estimates and assumptions that management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on January 1, 2023.

	2024			2023
	Unaudited
	Pro Forma combined financials PBI and UB
	For the Three Months ended March 31,
	2024			2023
Sales	$	362,073		$	1,258,365
Cost of goods sold	$	251,210		$	687,576
Operating expenses	$	1,645,636		$	4,274,709
Loss from operations	$	(1,534,773	)	$	(3,703,920	)
Loss per share	$	(0.04	)	$	(0.23	)

The purchase price is as follows:

Schedule of Acquisition


Fair value of options issued to sellers of UB and finders (1)	$	2,210,060
Preferred shares DD issued	$	1,066,800
Cost of acquisition:
Fair value of options issued to finders (1) (2)	$	(210,060	)
Total consideration paid	$	3,066,800

Notes

(1)

Options were owed as of March 31, 2024, but not yet issued. Therefore, the Company recognized the option fair value as a liability “Options Payable” as of March 31, 2024, for a total of $2,210,060. In computing fair value, a Black Scholes computation was performed with the following variables:

For options issued to the sellers of UB, valued at $2,000,000

	i.	Expected time to maturity = 5 years
	ii.	Annual risk free rate = 4.08%
	iii.	Annualized volatility = 118%

For options issued as investment banker fees, valued at $210,060

	i.	Expected time to maturity = 2.5 years
	ii.	Annual risk free rate = 4.18%
	iii.	Annualized volatility = 103%

(2)

This amount was expensed in the statement of operations.

Upon analysis of Uncle Bud’s business combination, the Company has estimated the fair value of the assets and liabilities acquired as follows:

	Estimate of Fair Value
Assets Acquired
Accounts Receivable	$	5,123
Inventory		350,922
Customer list		664,237
Goodwill		4,727,976
Intangible assets		1,516
Total assets	$	5,749,774

Liabilities Assumed
Accounts payable	$	1,344,254
Accrued liabilities		522,145
Other current liabilities		14,360
Term loan liabilities		68,000
Line of credit		734,215
Total liabilities assumed		2,682,974
Total	$	3,066,800

The Uncle Bud’s transaction produced a goodwill of $4,727,976. The Company anticipates that there will be no material increase or decrease to its tax situation based on this goodwill.

On January 9, 2024, the Company and CBH International LLC, dba Uncle Bud’s, signed an Asset Purchase Agreement (the “Agreement”) for the Company to acquire all of Uncle Bud’s assets and assume selected liabilities, including a $734,000 long-term loan and all trade payables.

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 agreed to an earnout for additional shares of PBIO Common Stock worth up to $4,000,000 based on the achievement of revenue and pre-tax income results in 2024, and subsequently entered into an amendment to terminate the contingent and earnout clause of the Agreement and issued 8,000,000 non-qualified stock options. All options had an exercise price of $0.30, (100% vest immediately), have a ten-year life as long as the Optionee remains affiliated with PBI (one-year life after loss of affiliation), and all other terms and conditions as specified in the 2024 plan.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

Upon the closing, all employees of Uncle Bud’s have become employees of PBIO and Uncle Bud’s has become the Consumer Products Business Unit of the Company.

Goodwill considerations – ASC 350-20-35-34 states, “A component of an operating segment is a reporting unit if the component constitutes a business or a nonprofit activity for which discrete financial information is available and segment management, as that term is defined in paragraph 280-10-50-7, regularly reviews the operating results of that component.” In this case Uncle Bud’s is a reporting unit with discrete financial information should be shown in the Uncle Buds segment along with any impairment. All assessments of goodwill impairment are conducted at the segment reporting unit level.

5) Commitments and Contingencies

Operating Leases

The Company accounts for its leases under ASC 842. The Company has elected to apply the short-term lease exception to leases of one year or less. Our corporate office is currently located at 14480 ~~Norfolk~~Neponset ~~Avenue~~Street, ~~South~~Unit ~~Easton~~10B, ~~Massachusetts 02375. We are currently paying $7~~Canton,~~650 per~~ ~~month,~~MA ~~on a lease extension, signed on December 5, 2022, that expires December 31, 2023, for our corporate office~~02021. ~~We expanded our space to include offices, warehouse and a loading dock on the first floor starting May 1, 2017 with a monthly rent increase already reflected in the current payments.~~

We extended our lease for our space in Medford, MA (the “Medford Lease”) from December 30, 2020 to December 30, 2023. The lease ~~required~~ required monthly payments of $7,282 subject to annual cost of living increases. The lease shall be automatically extended for additional three years unless either party terminates at least nine months prior to the expiration of the current lease term. The Company did not renew this lease and let it expire on December 30, 2023.

The Company accounted for the lease extension of our Medford Lease as a lease modification under ASC 842. At the effective date of modification, the Company recorded an adjustment to the right-of-use asset and lease liability in the amount of $221,432 based on the net present value of lease payments discounted using an estimated borrowing rate of 12%.”

On February 5, 2024 we moved and entered a new lease for our corporate office (the “Canton Lease”). The Company accounts for the Canton Lease as an operating lease under ASC 842. Payment of rent began on April 1, 2024. The lease terminates on April 30, 2029. Monthly rent begins at $11,651 and escalates over the lease term to $13,678. Upon the commencement of the Canton Lease, the Company recorded a right-of-use asset and lease liability in the amount of $471,155 based on the net present value of lease payments discounted using an estimated borrowing rate of 24%.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

On August 9, 2021, we entered into an operating lease agreement for our warehouse space in Sparks, NV (the “Sparks Lease”) for the period from September 1, 2021 through September 30, 2026. The lease contains escalating payments during the lease period. The lease can be extended for an additional three years if the Company provides notice at least six months prior to the expiration of the current lease term.

The Company accounted for the Sparks Lease as an operating lease under ASC 842. Upon the commencement of the lease, the Company recorded a right-of-use asset and lease liability in the amount of $239,327 based on the net present value of lease payments discounted using an estimated borrowing rate of 12%.

Following is a schedule by years of future minimum rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year as of ~~September~~March 3031, ~~2023~~2024:

Schedule of Future Minimum Rental Payments ~~Required Under Operating Leases~~

Year	Total
October 1 – December 31, 2023	$	15,887
April 1 – December 31, 2024	$	180,908
2024		64,393
2025	$	211,852
2025		66,969
2026	$	203,753
2026		51,778
2027	$	158,054
Total future undiscounted lease payments		199,027
2028	$	164,133
Less imputed interest		(61,481	)
2029	$	41,036
Present value of lease liabilities	$	137,546
Total future undiscounted lease payments	$	959,736
Less imputed interest	$	375,189
Present value of lease liabilities	$	584,547

~~Pressure~~The operating ~~BioSciences~~cash flows from the operating leases were $48,561 ~~Inc.~~for ~~September~~the 30three months ended March 31, 2024 and $90,279 for the three months ended March 31, 2023. ~~10Q~~The ~~Report~~weighted-average 16remaining lease term (years) of the above leases is 4.34 years as of March 31, 2024.

The operating cash flows from the operating leases were $122,671 for the nine months ended September 30, 2023 and $82,001 for the nine months ended September 30, 2022. The weighted-average remaining lease term (years) of the above leases is 2.59 year as of September 30, 2023.

Below is a table for the right of use asset and the corresponding lease liability in the consolidated balance sheets:

Operating Leases	~~September~~March 3031, ~~2023~~2024		December 31, ~~2022~~2023
Right of use asset	$	~~159~~565,~~424~~409	$	~~282~~142,~~095~~815
Right of use liability, current	$	66204,~~259~~886	$	~~142~~66,~~171~~895
Right of use liability, long term	$	71379,~~287~~661	$	~~139~~60,~~924~~961
Total lease liability	$	~~137~~584,~~546~~547	$	~~282~~127,~~095~~856

The weighted-average discount rate is 1222%.

The Company had no financing ~~leases~~lease during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

The components of lease cost for operating leases for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 are as follows:

	September 30, 2023		September 30, 2022
	March 31, 2024		March 31, 2023
Operating lease cost	$	~~153~~32,~~290~~997	$	~~152~~37,~~193~~810
Short-term lease cost		~~110~~21,~~205~~737		~~123~~20,~~514~~850
Total lease cost	$	~~263~~54,~~495~~734	$	~~275~~58,~~707~~660

Battelle Memorial Institute

In December 2008, we entered into an exclusive patent license agreement with the Battelle Memorial Institute (“Battelle”). The licensed technology is the subject of a patent application filed by Battelle in 2008 and relates to a method and a system for improving the analysis of protein samples, including through an automated system utilizing pressure and a pre-selected agent to obtain a digested sample in a significantly shorter period of time than current methods, while maintaining the integrity of the sample throughout the preparatory process. In addition to royalty payments on net sales on “licensed products,” we are obligated to make minimum royalty payments for each year that we retain the rights outlined in the patent license agreement and we are required to have our first commercial sale of the licensed products within one year following the issuance of the patent covered by the licensed technology. After re-negotiating the terms of the contract in 2013, the minimum annual royalty was $1,200 in 2014 and $2,000 in 2015; the minimum royalties were $3,000 in 2016, $4,000 in 2017 and $5,000 in 2018 and each calendar year thereafter during the term of the agreement.

Target Discovery Inc.

In March 2010, we signed a strategic product licensing, manufacturing, co-marketing, and collaborative research and development agreement with Target Discovery Inc. (“TDI”), a related party. Under the terms of the agreement, we have been licensed by TDI to manufacture and sell an innovative line of chemicals used in the preparation of tissues for scientific analysis (“TDI reagents”). The TDI reagents were designed for use in combination with our pressure cycling technology. The companies believe that the combination of PCT and the TDI reagents can fill an existing need in life science research for an automated method for rapid extraction and recovery of intact, functional proteins associated with cell membranes in tissue samples. We did not incur any royalty obligation under this agreement in ~~2023~~2024 or ~~2022~~2023.

~~In April~~Pressure ~~2012~~BioSciences, ~~we signed a non-exclusive license agreement with TDI to grant the non-exclusive use of our pressure cycling technology~~Inc. ~~We executed~~March ~~an amendment to this agreement on October 1~~31, ~~2016~~2024 ~~wherein~~10Q weReport agreed to pay a monthly fee of $1,400 for the use of a lab bench, shared space, and other utilities, and $2,000 per day for technical support services as needed. The agreement requires TDI to pay the Company a minimum royalty fee of $60,000 in 2022 and $60,000 in 2023. For the nine months ended September 30, 2023 and September 30, 2022, the Company reported $55,400 and $65,100, respectively in TDI fees.19

~~Pressure~~In April ~~BioSciences~~2012, ~~Inc~~we signed a non-exclusive license agreement with TDI to grant the non-exclusive use of our pressure cycling technology. ~~September~~We executed 30an amendment to this agreement on October 1, 2016 wherein we agreed to pay a monthly fee of $1,400 for the use of a lab bench, shared space, and other utilities, and $2,000 per day for technical support services as needed. The agreement requires TDI to pay the Company a minimum royalty fee of $60,000 in 2023 ~~10Q~~and ~~Report~~$60,000 17in 2024. For the three months ended March 31, 2024 and March 31, 2023, the Company reported $15,450 and $15,450, respectively in TDI fees.

Severance and Change of Control Agreements

Each of Mr. Schumacher, and Drs. Ting, and Lazarev, executive officers of the Company, are entitled to receive a severance payment if terminated by the Company without cause. The severance benefits would include a payment in an amount equal to one year of such executive officer’s annualized base salary compensation plus accrued paid time off. Additionally, the officer will be entitled to receive medical and dental insurance coverage for one year following the date of termination.

Each of these executive officers, other than Mr. Schumacher, is entitled to receive a change of control payment in an amount equal to one year of such executive officer’s annualized base salary compensation, accrued paid time off, and medical and dental coverage, in the event of their termination upon a change of control of the Company. In the case of Mr. Schumacher, this payment would be equal to two years of annualized base salary compensation, accrued paid time off, and two years of medical and dental coverage. The severance payment is meant to induce the aforementioned executives to remain in the employ of the Company, in general, and particularly in the occurrence of a change in control, as a disincentive to the control change.

5)Pursuant ~~Debt~~to our equity incentive plans, any unvested stock options held by a named executive officer will become fully vested upon a change in control (as defined in the 2005 Equity Incentive Plan) of our Company.

6) Debt

Convertible Debt

On various dates during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company issued convertible notes for net proceeds of approximate ~~total~~ total of $42.31 million which contained varied terms and conditions as follows: a) 14-12 month maturity date; b) interest rates of 0-~~120~~15%; c) convertible to the Company’s common stock at issuance at a fixed rate of $2.50 or at variable conversion rates upon the Company’s up-listing to NASDAQ or NYSE or an event of default. These notes were issued with shares of common stock that were fair valued at issuance date. The aggregate relative fair value of the shares of common stock ~~and preferred stock~~ issued with the notes of $1140,~~832,757 was~~455 was recorded as a debt discount to be amortized over the term of the notes. WeThe ~~also~~aggregate ~~evaluated~~relative ~~the~~fair ~~convertible~~value ~~notes~~of ~~for~~the ~~derivative~~preferred ~~liability~~stock ~~treatment~~issued ~~and~~with ~~determined that~~ the notes ~~did~~of ~~not~~$260,000 ~~qualify~~was also ~~for~~recorded ~~derivative~~as ~~accounting~~a ~~treatment~~debt ondiscount ~~September~~to ~~30,~~be ~~2023~~amortized over the term of the notes.

~~For the~~We ~~nine~~also ~~months~~evaluated ~~ended~~the ~~September~~convertible ~~30,~~notes ~~2023,~~for ~~deferred~~derivative ~~financing~~liability ~~costs~~treatment and ~~OID~~determined that ~~issued~~the ~~with~~notes ~~the~~did ~~debt~~not ~~are~~qualify ~~$648,470 and~~for ~~the~~derivative ~~Company~~accounting ~~repaid $2~~treatment on March 31,~~462,269~~ 2024.

~~The~~For ~~summary of specific terms of~~ the ~~convertible~~three ~~notes~~months ~~and~~ended ~~outstanding~~March ~~balances as of September 30, 2023, and December~~ 31, ~~2022~~2024, ~~are~~deferred ~~listed in~~financing ~~the~~costs ~~tables~~and ~~below.~~OID ~~The~~issued ~~convertible notes are from numerous parties and~~ with ~~original~~the ~~issue~~debt ~~dates~~are ~~from July 2019 to September 2023~~$113,100 and ~~maturity~~the ~~dates~~Company ~~from~~repaid ~~July 2020 to September 2024. There are approximately~~ $~~12.3 million of notes that are past due as of September 30~~394, ~~2023~~229.

The summary of specific terms of the convertible notes and outstanding balances as of March 31, 2024 and December 31, 2023 are listed in the tables below. The convertible notes are from numerous parties and with original issue dates from July, 2019 to March, 2024, and maturity dates from March, 2020 to March, 2025. There are approximately $16.8 million of notes that are past due as of March 31, 2024.

	September 30, 2023								December 31, 2022
	March 31, 2024								December 31, 2023
Holders	Interest Rate			Conversion Price			Principal		Interest Rate			Conversion Price			Principal
Main Investor		10	%	$	$2.50 ~~(1)~~	(1)	$	89,~~586~~964,~~750~~630		10	%	$	$2.50 (1	(1)	$	98,~~393~~920,~~150~~250
Others		0 to 24	%	$	$2.50 ~~(2)~~ or $7.50	(2)		1013,~~379~~955,~~763~~802		0 to 24	%	$	$2.50 ~~(2)~~ or $7.50	(2)		812,~~886~~409,~~036~~062
Totals								-23,920,432								1821,~~279~~329,~~186~~312
Discount								~~744~~403,~~393~~060								~~455~~645,~~517~~471
Net							$	1823,~~222~~517,~~120~~372							$	1720,~~823~~683,~~669~~841

Notes:

	(1)	Conversion price of these note is $2.50 except for a note for $189,750, which will be adjusted to, upon an Event of Default, the lower of (i) the conversion price or (ii) a 25% discount to the 5-day average VWAP of the stock prior to default and $729,100 lower of (i) $2.50 or (ii) the conversion price of the Series AA Preferred Stock as adjusted. These notes are secured by all assets of the company.
	(2)	Conversion price of these notes is $2.50 but also varies with one or more of these notes having the following conversion adjustment:

(1)

Conversion price of these note is $2.50 except for a note for $189,750, which will be adjusted to, upon an Event of Default, the lower of (i) the conversion price or (ii) a 25% discount to the 5-day average VWAP of the stock prior to default, and $1,062,000 lower of (i) $2,50, or (ii) the conversion price of the Series AA Preferred Stock as adjusted. These notes are secured by all assets of the Company.

a.Pressure ~~Notes~~BioSciences, ~~are convertible before maturity at $2~~Inc.50 ~~per~~March ~~share~~31, or2024 ~~mandatorily~~10Q ~~convertible~~Report ~~when the Company up-lists to the NASDAQ at the lower of $2.50 or the up-list price.~~20

~~Pressure~~(2) ~~BioSciences,~~Conversion ~~Inc~~price of these notes is $2.50 ~~September~~but ~~30,~~also ~~2023~~varies ~~10Q~~with ~~Report~~one 18or more of these notes having the following conversion adjustment:

a. Notes are convertible before maturity at $2.50 per share or mandatorily convertible when the Company up-lists to the NASDAQ at the lower of $2.50 or the up-list price. b. Notes are convertible upon an Event of Default at 75% multiplied by the lowest trading price for the common stock during the five days prior to the conversion. c. Notes are convertible at $2.50 per share except that following an Event of Default the conversion price will be adjusted to 75% multiplied by the lowest trading price for the common stock during the five days prior to the conversion. d. Notes can be voluntary converted at lower of 1) $2.50/share; or 2) purchase price of stock sold by PBI at a price lower than $2.50/share. In the event of default, these notes can be converted at lower of 1) $2.50/share; 2) 30% discount to 5-day VWAP prior to date of default. e. Notes can be voluntary converted at lower of 1) $2.50/share; or 2) purchase price of stock sold by PBI at a price lower than $2.50/share. In the event of default, these notes can be converted at lower of 1) $2.50/share; 2) 25% discount to 5-day VWAP prior to date of default. f. Conversion price is lower of (i) $2.50 or (ii) the price per share that the Company last sold Common Stock after the execution of an anti-dilution protection agreement. g. Note can be converted at a Voluntary Conversion Price which is the lower of 1) $2.50/share; or 2) purchase price of stock sold by the Company at a price lower than $2.50 except that following an Event of Default, the Holder shall have the right, with no further consent from the Borrower, to convert notes which can be the lower of 1) the Voluntary Conversion Price, or 2) 70% of the 5-day VWAP prior to conversion. h. Conversion price is $2.50. If note is in default, it is $1. i. Notes can be voluntarily converted before maturity at $2.50 per share. Lender retains the option upon an Up-list to convert at the lower of $2.50 or the 10% off Up-list price. j. Notes can be converted at the lesser of $2.5 per share or 25% discount to the opening price of the Company’s first day of trading on either Nasdaq or NYSE. In addition, if the Company fails to pay the Note in cash on maturity date, the conversion price will be adjusted to the lesser of (i) original conversion price or (ii) a 35% discount to the VWAP prior to each conversion date. k. Some notes are not convertible until 180 days from the date of issuance of the Note and following an Event of Default will be convertible at the lowest trading price of the 20 days prior to conversion. The loan with a principal balance of $950,000 as of ~~September~~March 3031, ~~2023~~2024 is guaranteed by the Company’s Chief Executive Officer, but the lender may only enforce this guarantee after certain conditions have been met, specifically after (i) the occurrence of an Event of Default (as defined in the Note), (ii) the failure of the Company to cure the Default in 10 business days, and (iii) a failure by the Company to issue, or cause to be issued, shares of its common stock upon submission by the lender of a notice of conversion. l. Some notes can be converted at the lesser of $2.50 per share or 25% discount to the opening price of the Company’s first day of trading on either Nasdaq or NYSE. In addition, if the Company fails to pay the Note in cash on maturity date, the conversion price will be adjusted to the lesser of original conversion price or the product of the VWAP of the common stock for the 5 trading dates immediately prior to the maturity date multiplied by 0.75. m. Some notes can be converted at $2.50 through fixed rate expiration dates, thereafter 60% of the lowest trading price for the last 20 days before conversion. n. Some notes can be converted at $2.50 through fixed rate expiration dates; thereafter lesser of (1) lowest trading price during the prior 25 days of the note or 65% of the lowest price during the 25 days prior to the conversion. Notes can be voluntary converted at lower of 1) $2.50/share; or 2) purchase price of stock sold by PBI at a price lower than $2.50/share. Notes can be voluntary converted at lower of lower of (i) $2.5/share and (ii) purchase Price of stock sold by PBIO at a price lower than $2.50/share that is not an Excluded Event in the Series AA Deal Documents. Notes can be converted at lower of lower of (i) $2.50 or (ii) the conversion price of the Series AA Preferred Stock as adjusted. Notes can be converted at lower of (i) $2.50 or (ii) the purchase price of stock by Series AA Holders. Notes can be voluntary converted at offering price of Common Stock at the close of the day prior to the Conversion Date

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company recognized amortization expense related to the debt discounts indicated above of $21,~~621~~301,~~523~~688. The unamortized debt discounts as of ~~September~~March 3031, ~~2023~~2024 related to the convertible notes amounted to $~~744~~403,~~393~~060.

As of ~~September~~March 3031, ~~2023~~2024, the principal balance that isare secured by the assets of the Company’s subsidiary, PBI Agrochem, Inc. is $352,188.

Standstill and Forbearance Agreements

In recent years, the Company entered into Standstill and Forbearance Agreements with lenders who hold variable-rate convertible notes. ~~Pursuant~~ Pursuant to these agreements the lenders agreed to not convert any portion of their notes into shares of common stock at a variable rate. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~the~~three ~~Company~~(3) ~~settled~~notes ~~one~~from ~~note with total principal of $302,484, leaving~~ one ~~final~~ lender ~~(three notes)~~ with total principal of $272,500 was outstanding and ~~incurred~~no interest, penalties and fees ofwere ~~approximately~~accrued ~~$253,425~~ in connection with the Standstill and Forbearance Agreements.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

Convertible Loan Modifications and Extinguishments

We refinanced certain convertible loans during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 at substantially the same terms for extensions ranging over a period of two to ~~nine~~twelve months. We amortized any remaining unamortized debt discount as of the modification date over the remaining, extended term of the new loans. We applied ASC 470 of modification accounting to the debt instruments which were modified during the quarter or those settled with new notes issued concurrently for the same amounts but different maturity dates. The terms such as the interest rate, prepayment penalties, and default rates will be the same over the new extensions. According to ASC 470, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different and will be accounted for as modifications.

~~Pressure~~The cash ~~BioSciences~~flows of new debt exceeded 10% of the remaining cash flows of the original debt on several loans. During the three months ended March 31, ~~Inc~~2024 we recorded losses on extinguishment of liabilities of approximately $1.2 million ~~September~~by 30calculating the difference of the fair value of the new debt and the carrying value of the old debt. During the three months ended March 31, ~~2023~~2024, ~~10Q~~the ~~Report~~Company extended 19 loans totaling $4,602,842 The Company issued 388,000 shares of common stock and 181 shares of preferred stock for these extensions.

The cash flows of new debt exceeded 10% of the remaining cash flows of the original debt on several loans. During the nine months ended September 30, 2023 we recorded gains on extinguishment of liabilities of approximately $0.7 million by calculating the difference of the fair value of the new debt and the carrying value of the old debt. During the nine months ended September 30, 2023, the Company extended 17 loans totaling $3,917,898 and increased the principal to $4,067,898. The Company issued 1,346,800 shares of common stock and 741 shares of preferred stock for these extensions and increased principal.

Other Debt

NoFifteen (15) notes in Other Debt are past due as of ~~September~~March 3031, ~~2023~~2024.

Schedule of Other Debt

	September 30, 2023					December 31, 2022
	March 31, 2024					December 31, 2023
Holders	Interest Rate			Principal		Interest Rate			Principal
Non-Convertible		-(1)(4	)	$	1964,~~016,500~~215		-(14	)	$	~~878~~170,~~809~~000
Merchant debt (3)					1,~~014~~188,~~010~~533					~~760~~1,~~160~~094,162
SBA (2)		3.75	%		~~162~~161,~~522~~182		3.75	%		~~150~~161,~~000~~864
Totals					2,~~193~~313,~~032~~930				$	1,~~788~~426,~~969~~026
Discount					-					-
Long Term					161,182					161,864
Long Term					162,522					150,000
Short Term				$	2,152,748				$	1,264,162
Short Term				$	2,030,510				$	1,638,969

Notes:

	(1)	~~Interest~~The ~~varies~~$794,215 ~~from~~is part of 1%) toa 10term loan of $700,000 principal amount with a 3 year term that matures on September 23, 2025 and 12% interest rate. The ~~maturity~~term loan is ~~between~~secured ~~being~~by ~~past~~all ~~due~~assets ~~and~~of ~~May~~Uncle Buds. 2,) ~~2023.~~an Asoutstanding line of ~~September~~credit ~~30,~~agreement. ~~2023,~~The ~~$861,500~~two ofloans ~~the~~are ~~non-convertible~~assumed ~~debt~~in isthe ~~past~~acquisition ~~due~~of Uncle Buds.
	(2)	The Company entered a COVID-19 government loan in 2020, the Economic Injury Disaster Loan (or “EIDL”). The Company’s EIDL loan, $150,000, accrues interest at 3.75% and requires monthly payments of $731 for principal and interest beginning in December 2022. The balance of the principal will be due in 30 years. In connection with the EIDL loan the Company entered into a security agreement with the SBA, whereby the Company granted the SBA a security interest in all of the Company’s right, title and interest in all of the Company’s assets. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~$14,719 interest was deferred and added to principal on EIDL loan and~~ the Company repaid $~~2,197~~682 principal on this loan. During the year ended December 31, 2020, the Company borrowed $367,039 (two-year term and 1% interest rate per annum) under the Payroll Protection program (or “2020 PPP”). During the year ended December 31, 2021, the Company borrowed $367,039 through a second Payroll Protection program (or “2021 PPP”) and extended the monthly payment date on the EIDL to December 2022. In year 2021, both 2020 PPP and 2021 PPP was forgiven by the United States and SBA.
	(3)	During the ~~nine~~years ~~months~~ ended ~~September~~December 3031, 2023 ~~and the year ended December 31~~, ~~2022~~ we signed various Merchant Agreements which are secured by second position rights to all customer receipts until the loan has been repaid in full and subject to interest rates of 4.1% - 100.9% per month. Under the terms of these agreements, we received the disclosed Purchase Price and agreed to repay the disclosed Purchase Amount, which is collected by the Merchant lenders at the Daily Payment Rate. We accounted for the Merchant Agreements as loans under ASC 860 because while we provided rights to current and future receipts, we still had control over the receipts. The difference between the Purchase Amount and the Purchase Price is imputed interest that is recorded as interest expense when paid each day. The Company’s Chief Executive Officer guarantees the Company’s performance of all representations, warranties, and covenants made by the Company in the Agreement. For loans outstanding on ~~September~~March 3031, ~~2023,~~2024 ~~the~~and ~~maturity dates ranged from June 26, 2023 to October 15, 2023. For loan outstanding on~~ December 31, ~~2022~~2023, the maturity dates ranged from ~~April~~July, 42023 to ~~June 6~~October, ~~2023~~2024.
	(4)	Interest rate of 10%. The maturity date is December 31, 2019. During the year ended December 31, 2023, the term was modified from non-convertible to convertible for two loans in the amount of $651,500. As of March 31, 2024, $170,000 of the non-convertible debt is past due.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

Related Party Notes

Schedule of Related Party Debt

September 30, 2023

December 31, 2022

March 31, 2024

December 31, 2023

Holders

Interest Rate

Principal

Interest Rate

Principal

Security

Officers & Directors

-(1

)

~~522~~486,~~450~~402

-(1

)

~~521~~522,~~950~~450

Unsecured

~~Unsecured~~

Other Related Parties

~~126~~195,~~050~~850

~~120~~126,~~850~~050

Unsecured

~~Unsecured~~

Totals

~~648~~682,~~500~~252

~~642~~648,~~800~~500

Discount

~~514~~-

~~7,915~~-

Net

~~647~~682,~~986~~252

~~634~~648,~~885~~500

Notes:

(1)

Interest varies from 12% to 120%.

~~Pressure~~During the ~~BioSciences~~three months ended March 31, ~~Inc.~~2024, ~~September~~we 30received short-term convertible loans of $105,875 with ~~2023~~$8,823 OID ~~10Q~~from ~~Report~~related 20parties and repaid $63,300 of related party loans. These notes bear interest of 12% to 120% and are due upon demand. All related party notes are convertible at $2.50/share.

~~During~~We amortized $8,823 of debt discounts during the ~~nine~~three months ended ~~September~~March 3031, ~~2023,~~2024 wefor ~~received~~all ~~short~~non-~~term~~ convertible ~~loans~~and ofrelated ~~$164,700~~party ~~with~~notes. ~~$5,514~~The total ~~OID~~unamortized ~~from~~discount ~~related~~for ~~parties and~~all ~~repaid~~non-convertible ~~$159,000~~and of related party ~~loans.~~convertible ~~These~~ notes ~~bear~~as ~~interest~~ of ~~12%~~March to31, ~~120%~~2024, and ~~are~~December ~~due~~31, ~~upon~~2023 ~~demand. All related party notes~~was ~~are~~$0 ~~convertible~~and at $20, respectively.~~50/share.~~

We amortized $592,099 of debt discounts during the nine months ended September 30, 2023 for all non-convertible and related party notes. The total unamortized discount for all non-convertible and related party convertible notes as of September 30, 2023, and December 31, 2022 was $514 and $7~~,915,~~) ~~respectively.~~Stockholders’ Deficit

6) Stockholders’ Deficit

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock with a par value of $0.01. OfAs ~~the~~of 1March 31,~~000~~ 2024,~~000~~ there were no shares of Junior ~~preferred~~A ~~stock~~issued and outstanding and no shares of Series A, ~~the~~B, C, G, H, H2, J and K issued and outstanding and as of December 31, 2023, ~~following~~there iswere no shares of Junior A issued and outstanding:, and no shares of Series A, B, C, G, H, H2, J and K issued and outstanding.

~~Schedule~~Below is a summary table of ~~Preferred~~the ~~Stock~~preferred ~~Outstanding~~ stock:

	September 30, 2023		December 31, 2022
Series D Convertible Preferred Stock, $.01 par value; 850 shares authorized; 75 shares issued and outstanding on September 30, 2023, and 300 shares issued and outstanding on December 31, 2022 (Liquidation value of $300,000)	$	-	$	3
Series G Convertible Preferred Stock, $.01 par value; 240,000 shares authorized; no shares issued and outstanding on September 30, 2023 and 80,570 shares issued and outstanding on December 31, 2022		-		806
Series H Convertible Preferred Stock, $.01 par value; 10,000 shares authorized; no shares issued and outstanding on September 30, 2023 and 10,000 shares issued and outstanding on December 31, 2022		-		100
Series J Convertible Preferred Stock, $.01 par value; 6,250 shares authorized; no shares issued and outstanding on September 30, 2023 and 3,458 shares issued and outstanding on December 31, 2022		-		35
Series K Convertible Preferred Stock, $.01 par value; 15,000 shares authorized; no shares issued and outstanding on September 30, 2023 and 6,880 shares issued and outstanding on December 31, 2022		-		68
Series AA Convertible Preferred Stock, $.01 par value; 10,000 shares authorized; 8,601 shares issued and outstanding on September 30, 2023 and December 31, 2022, respectively		86		86
Series BB Convertible Preferred Stock, $.01 par value; 1,000 shares authorized; 858 shares issued and outstanding on September 30, 2023 and no shares outstanding at December 31, 2022		10		-
Series CC Convertible Preferred Stock, $.01 par value; 2,000 shares authorized; 401 shares issued and outstanding on September 30, 2023 and no shares outstanding at December 31, 2022		4		-
Series H2 Convertible Preferred Stock, $.01 par value; 21 shares authorized; no shares issued and outstanding on September 30, 2023 and 21 shares issued and outstanding on December 31, 2022		-		-
Series A Junior Participating Preferred Stock, $.01 par value, 20,000 shares authorized, no shares outstanding		-		-
Series A Convertible Preferred Stock, $.01 par value, 313,960 shares authorized, no shares outstanding		-		-
Series B Convertible Preferred Stock, $.01 par value, 279,256 shares authorized, no shares outstanding		-		-
Series C Convertible Preferred Stock, $.01 par value, 88,098 shares authorized, no shares outstanding		-		-
Series E Convertible Preferred Stock, $.01 par value, 500 shares authorized, no shares outstanding		-		-
Total Convertible Preferred Shares	$	100	$	1,098

Summary of Preferred Stock

Pressure BioSciences, Inc. September 30, 2023 10Q Report 21

	March 31, 2024		December 31, 2023
Series AA Convertible Preferred Stock, $.01 par value; 10,000 shares authorized; 8,645 shares issued and outstanding on March 31, 2024 and December 31, 2023		86		86
Series BB Convertible Preferred Stock, $.01 par value; 1,000 shares authorized; 1,623 shares issued and outstanding on March 31, 2024 and 1,219 shares outstanding at December 31, 2023		12		12
Series CC Convertible Preferred Stock, $0.01 par value; 2,000 shares authorized; 401 shares issued and outstanding on March 31, 2024 and December 31, 2023		4		4
Series DD Convertible Preferred Stock, $0.01 par value, 1,000 shares authorized, 127 shares outstanding on March 31, 2024 and no outstanding at December 31, 2023		1		-
Total Convertible Preferred Shares		103	$	102

~~On May 1, 2023, Pressure Biosciences, Inc.~~ (~~the “Company”) filed Articles of Amendment to Restated Articles of Organization (the “Amendment”) with the Secretary of the Commonwealth of Massachusetts to designate~~ 1~~,000 shares of its Preferred Stock as Series BB Convertible Preferred Stock, par value $0.01 per share (the “Series BB Preferred Stock”~~) ~~and~~623 ~~2,000~~ shares of ~~Preferred~~ ~~Stock as Series CC Convertible Preferred Stock, par value $0.01 per share (~~the “Series ~~CC Preferred Stock”). Each of the Certificate of Designation of Series~~ BB Convertible Preferred Stock ~~(the~~are ~~“Series~~accounted BBfor ~~COD”)~~a ~~and~~short-term ~~Certificate~~liability ofin ~~Designation of Series CC Convertible Preferred Stock (~~the ~~“Series~~amount CCdue ~~COD”)~~to ~~filed with~~ the ~~Amendment~~company ~~set~~exceeding ~~forth~~its ~~the~~stated ~~terms~~authorized ~~and provisions of the Series BB Preferred Stock and Series CC Preferred Stock, respectively.~~amount

~~Series BB~~Pressure ~~Preferred~~BioSciences, ~~Stock~~Inc. March 31, 2024 10Q Report 23

~~Rank. The~~ Series ~~BB Preferred Stock ranks prior to the Company’s common stock, par value $0.01 per share (the “Common Stock”),~~ ~~and~~DD ~~subordinate~~Convertible ~~to the Series AA and Series CC~~ Preferred Stock, and to all other classes of classes and series of equity securities of the Company, which by its terms does not rank on a parity with or senior to the Series BB Preferred, and all indebtedness of the Company.

~~Dividends~~Designation. The ~~holders~~designation of ~~shares~~such series of the Preferred Stock shall be the Series BBDD Convertible Preferred Stock, ~~are~~par ~~not~~value ~~entitled~~$0.01 toper ~~receive~~share (the ~~dividends~~“Series DD Preferred Stock”). The maximum number of shares of Series DD Preferred Stock shall be One Thousand (1,000) shares.

~~Voting Rights~~Rank. The Series BBDD Preferred Stock ~~has~~shall ~~all~~rank ofprior to the ~~same~~common ~~voting~~stock, ~~rights~~par asvalue $0.01 per share (the “Common Stock”) of Pressure BioSciences, Inc. ~~Each~~(the ~~share~~“Company”), ofand subordinate to the Series BBAA and Series CC Preferred Stock., and to all ~~The~~other ~~holders~~classes and series of ~~Series~~equity BBsecurities ~~Preferred~~of ~~Stock~~the ~~shall~~Company ~~have~~which ~~the~~by ~~right~~its toterms ~~vote~~does ~~along~~not rank on a parity with or senior to the Series ~~holders~~DD ofPreferred ~~Common~~Stock (“Junior Stock”). inThe anSeries ~~amount~~DD ~~equal~~Preferred Stock shall be subordinate to ~~10,000 votes~~and ~~for~~rank ~~each~~junior ~~share~~to all indebtedness of ~~Series~~the BBCompany ~~Preferred~~now ~~Stock~~or ~~held~~hereafter outstanding.

~~Voluntary Conversion~~Dividends. The holders of ~~Series~~shares BBof ~~Preferred Stock have~~ the ~~right to convert its~~ Series BBDD Preferred Stock ~~into~~shall ~~Common~~not ~~Stock~~be ~~at a~~entitled ~~ratio of 10,000 shares of Common Stock for each share of Series BB Preferred Stock held, subject~~ to ~~adjustment~~receive ~~as set forth in Section 4(e) of the Series BB COD~~dividends.

~~Company~~General ~~Forced~~Voting ~~Conversion~~Rights. The ~~Company has the right to cause the conversion of all shares of~~ Series BBDD Preferred Stock ~~into~~shall ~~Common~~have, ~~Stock (“Forced~~upon ~~Conversion”).~~issuance, ~~Following~~all ~~the effectiveness~~ of athe ~~registration~~same ~~statement~~voting ~~permitting~~rights ~~the~~as ~~resale~~other ofissued ~~the~~and ~~Conversion Shares~~outstanding ~~held~~Common byStock ~~holders~~ of the ~~Series BB Preferred Stock, the~~ Company. ~~may~~Each ~~effectuate~~share ~~a Forced Conversion if either~~ of ~~the~~Series ~~following~~DD ~~conditions are~~Preferred ~~satisfied: (i) the VWAP of the Common~~ Stock shall ~~equal~~vote orbased ~~exceed~~upon ~~300%~~the number of ~~$2.50~~Conversion ~~(with~~Shares ~~such dollar figure~~ to bewhich ~~appropriately adjusted~~they ~~for~~are ~~any~~entitled. ~~stock~~The ~~dividend,~~Common ~~stock~~Stock ~~split,~~into ~~stock~~which ~~combination or other similar transaction that affects~~ the ~~share~~Series ~~price~~DD ofPreferred ~~the Common~~ Stock~~) for~~ ~~either~~is 10convertible ~~consecutive~~shall, ~~trading~~upon ~~days~~issuance, orhave 15all of ~~25 consecutive trading days immediately preceding~~ the ~~date~~same ~~of the Forced Conversion~~voting ~~Notice;~~rights oras ~~(ii)~~other ~~listing~~issued ofand ~~the~~outstanding Common Stock ~~on any national securities exchange (NYSE, NYSE American or Nasdaq). The Company shall not have an obligation to register the Conversion Shares~~ of the ~~shares of Series BB Preferred Stock that are issued pursuant to any exchange of previously issued securities~~Company.

Voluntary Conversion. At any time on or after the Issuance Date, the holder of any such shares of Series DD Preferred Stock may, at such holder’s CCoption, subject to the limitations set forth in Section 6 herein, elect to convert (a “Voluntary Conversion”) all or any portion of the shares of Series DD Preferred Stock held by such person into a number of fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) in accordance with the Conversion Ratio (as defined in Section 4(d)). The Company shall keep written records of the conversion of the shares of Series DD Preferred Stock converted by each holder. A Holder shall be required to deliver the original certificates representing the shares of Series DD Preferred Stock upon complete conversion of the Series DD Preferred Stock.

~~Rank.~~(a) Company Forced Conversion. The ~~Series~~Company CCshall ~~Preferred~~have ~~Stock~~the ~~ranks~~right, ~~prior~~subject to satisfaction of the ~~Common~~conditions ~~Stock,~~in ~~pari~~this ~~passu~~Section 4(c), to cause the conversion of all shares of Series AADD Preferred Stock, ~~and~~into Common Stock (“Forced Conversion”). The Company shall deliver prior written notice to ~~all~~the ~~other~~Holder ~~classes~~at least ten (10) business days (“Forced Conversion Notice”) prior to ~~and~~the ~~series~~effective date (the “Forced Conversion Effective Date”) of ~~equity~~such ~~securities~~Forced Conversion. Following the effectiveness of a registration statement permitting the ~~Company~~resale ~~which~~of the Conversion Shares held by ~~its~~holders ~~terms~~of ~~does~~the ~~not~~Series ~~rank~~DD onPreferred Stock the Company may effectuate a ~~parity~~Forced ~~with~~Conversion if either of the following conditions are satisfied as of the Forced Conversion Effective Date: (i) the VWAP of the Common Stock shall equal or ~~senior~~exceed 300% of $2.50 (with such dollar figure to ~~the~~be ~~Series~~appropriately CCadjusted ~~Preferred~~for any stock dividend, stock split, stock combination or other similar transaction that affects the share price of the Common Stock) for either 10 consecutive trading days, or 15 of 25 consecutive trading days immediately preceding the date of the Forced Conversion Notice; or (ii) listing of the ~~“Junior~~Common Stock” on any national securities exchange (NYSE, NYSE American or Nasdaq). The Company shall not have an obligation to register the Conversion Shares of the shares of Series CCDD Preferred Stock isthat ~~subordinate~~are toissued ~~and~~pursuant ~~ranks junior~~ to ~~all~~any exchange ~~indebtedness~~ of ~~the~~previously ~~Company~~issued securities.

~~Quarterly~~During ~~Dividends.~~the ~~The~~three ~~holders~~ended ofMarch ~~shares~~31, of2024 the ~~Series~~Company CCconverted ~~Preferred~~696 ~~Stock~~shares ~~are~~of ~~entitled~~Series toBB ~~receive,~~convertible ~~out~~preferred ofstock ~~funds~~and ~~legally~~had ~~available therefor~~2, ~~dividends~~862 atshares ~~an annual rate equal to 8%~~ of ~~the~~Series BB ~~Liquidation~~convertible ~~Preference~~preferred ~~Amount~~stock ~~(as~~outstanding ~~defined~~which ~~below),~~is ~~calculated~~623 onshares above the ~~basis~~authorized of ~~a 360-day year~~1,000. ~~consisting~~As ~~of twelve 30-day months, and shall accrue on~~ a ~~daily basis from April 24~~result, ~~2023.~~623 ~~Accrued~~Series ~~and~~BB ~~unpaid~~shares ~~dividends shall compound~~with onan aapproximately ~~quarterly~~fair ~~basis,~~value ~~and~~of ~~shall be~~$1,750,000 ~~except~~is included as ~~set~~preferred ~~forth~~stock inliability ~~Section~~as ~~2(b)~~ of ~~the~~March ~~Series CC COD~~31, ~~payable in cash~~2024. ~~The~~During ~~first~~the ~~such~~three ~~dividend~~months ended ~~payment~~March ~~shall be due and payable on April 30~~31, ~~2023~~2024, ~~with~~the ~~subsequent~~company ~~dividend~~also ~~payments~~issued ~~due~~127 ~~and~~shares ~~payable~~of onSeries ~~June~~DD ~~30,~~restricted ~~September~~preferred ~~30,~~stock ~~and~~to ~~December 31,~~investors ~~2023. Each year thereafter, dividend payments shall be due~~ and ~~payable on March 31~~consultants, ~~June~~with the ~~30,~~following ~~September 30, and December 31.~~detail:

~~Pressure~~● ~~BioSciences~~23 shares of Series BB preferred stock with a fair value of $67,500, ~~Inc.~~for ~~September~~services 30rendered; ● 181 shares of Series BB preferred stock with a fair value of $520,880 ~~2023~~for ~~10Q~~debt ~~Report~~extension 22and modification; ● 100 shares of Series BB preferred stock with a fair value of $260,000 and issued with convertible debt; ● 303 shares of Series BB preferred stock from interest paid-in kind with fair value of $807,343; ● 696 shares of Series BB preferred stock were converted into common stock; 88 shares issued for the conversion of common stock to preferred stock; ● 127 shares of Series DD preferred stock with a fair value of $1,066,800 issued to the Uncle Bud’s investor.

~~Junior Stock~~Pressure ~~Dividends. The Company shall not declare or pay any cash dividends on or make any other distributions with respect to or redeem~~BioSciences, ~~purchase,~~ orInc. ~~otherwise~~March ~~acquire for consideration~~31, ~~any~~2024 ~~shares~~10Q ofReport ~~Junior Stock unless and until all accrued and unpaid dividends on the Series CC Preferred Stock have been paid in full, subject to restrictions as set forth in Section 3(a) of the Series CC COD.~~24

Class Voting Rights. So long as more than ten percent (10%) of the Series CC Preferred Stock remain outstanding, the Company shall not, and shall not permit any subsidiary to, without the affirmative vote or consent of the holders of at least 75% of the shares of the Series CC Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting, in which the holders of the Series CC Preferred Stock vote separately as a class: (i) authorize, create, issue or increase the authorized or issued amount of any class or series of stock, including but not limited to the issuance of any more shares of previously authorized Preferred Stock, ranking prior to the Series CC Preferred Stock, with respect to the distribution of assets on liquidation, dissolution or winding up; (ii) amend, alter or repeal the provisions of the Series CC Preferred Stock, whether by merger, consolidation or otherwise, so as to adversely affect any right, preference, privilege or voting power of the Series CC Preferred Stock; (iii) repurchase, redeem or pay dividends on (whether in cash, in kind, or otherwise), shares of Junior Stock; (iv) amend the Articles of Incorporation or By-Laws of the Company so as to affect materially and adversely any right, preference, privilege or voting power of the Series CC Preferred Stock; (v) effect any distribution with respect to Junior Stock or parity stock; (vi) reclassify the Company’s outstanding securities; or (vii) effect a transaction with one or more persons or entities whereby such other persons or entities will own more than the 50% of the outstanding shares of Common Stock ~~following such transaction.~~

General Voting Rights. Except with respect to transactions upon which the Series CC Preferred Stock shall be entitled to vote separately as a class as set forth in “Class Voting Rights” above and except as otherwise required by Massachusetts law, the Series CC Preferred Stock shall have no voting rights. The Common Stock into which the Series CC Preferred Stock is convertible shall, upon issuance, have all of the same voting rights as the Common Stock.

Liquidation Preference. In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of shares of the Series CC Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company whether such assets are capital or surplus of any nature, an amount equal to $25,000.00 per share (the “Liquidation Preference Amount”) of the Series CC Preferred Stock, on a pro rata and pari passu basis with any parity stock (the “Pari Passu Preferred Stock”), together with all accrued but unpaid dividends, before any payment shall be made or any assets distributed to the holders of the Common Stock or any other Junior Stock. If the assets of the Company are not sufficient to pay in full the Liquidation Preference Amount payable to the holders of outstanding shares of the Series CC Preferred Stock and any series of preferred stock or any other class of stock on a parity as to rights on liquidation, dissolution or winding up, with the Series CC Preferred Stock, then all of said assets will be distributed among the holders of the Series CC Preferred Stock, the Pari Passu Preferred Stock and the other classes of stock on a parity with the Series CC Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Voluntary Conversion. The holders of Series CC Preferred Stock have the right to convert its Series CC Preferred Stock into a number of fully paid and nonassessable shares of Common Stock (the “Conversion Shares”) equal to the quotient of (i) the Liquidation Preference Amount of the shares of Series CC Preferred Stock being converted thereon divided by (ii) the Conversion Price then in effect as of the date of the delivery by such holder of its notice of election to convert. The “Conversion Price” shall mean $2.50 per share, subject to adjustment under Section 5(e) of the Series CC COD.

Company Forced Conversion. The Company has the right to cause the conversion of all shares of Series CC Preferred Stock into Common Stock (“Forced Conversion”). Following the effectiveness of a registration statement permitting the resale of the Conversion Shares held by holders of the Series CC Preferred Stock the Company may effectuate a Forced Conversion if either of the following conditions are satisfied as of the Forced Conversion Effective Date: (i) the VWAP of the Common Stock shall equal or exceed 300% of the Conversion Price for either 10 consecutive trading days, or 15 of 25 consecutive trading days immediately preceding the date of the Forced Conversion Notice; or (ii) listing of the Common Stock on any national securities exchange (NYSE, NYSE American or Nasdaq). The Company shall not have an obligation to register the Conversion Shares of the shares of Series CC Preferred Stock that are issued pursuant to any exchange of previously issued securities.

Pressure BioSciences, Inc. September 30, 2023 10Q Report 23

Conversion Restriction. At no time may a holder of shares of Series CC Preferred Stock convert shares of the Series CC Preferred Stock if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by such holder at such time, the number of shares of Common Stock which would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 4.99% of all of the Common Stock outstanding at such time (the “Conversion Restriction”); provided, however, that a holder may waive the Conversion Restriction by providing the Company with sixty-one (61) days’ notice that such holder is waiving the Conversion Restriction.

During the nine months ended September 30, 2023 the Company issued a total of 953 shares of Series BB restricted preferred stock and 401 shares of Series CC restricted preferred stock to accredited investors and consultants, with the following detail:

● 92 shares of Series BB preferred stock with a fair value of $617,200, for services rendered; ● 741 shares of Series BB preferred stock with a fair value of $2,683,600 for convertible debt extensions; ● 58 shares of Series BB preferred stock with a fair value of $539,487 and issued with convertible debt; ● 62 shares of Series BB preferred stock from the conversion of common stock to preferred stock; ● 95 shares of Series BB preferred stock was converted into common stock; ● 401 shares of Series CC preferred stock with a fair value of $10,017,212 for the conversion of debt/accrued interest and dividends.

Stock Options and Warrants

AtAs ~~the~~of ~~Company’s~~March ~~December 30~~31, ~~2021 Special Meeting~~2024, ~~the~~total ~~shareholder’s~~unrecognized ~~approved~~compensation ~~the~~cost ~~2021~~related ~~Equity~~to ~~Incentive Plan (~~the ~~“2021 Plan”)~~unvested ~~pursuant~~stock-based toawards ~~which~~was 3$433,~~000~~268,~~000~~ ~~shares~~which ofis ~~our~~expected ~~common~~to be ~~stock~~recognized ~~were~~over ~~reserved~~weighted ~~for~~average ~~issuance~~period ~~upon exercise~~ of ~~stock~~2.12 ~~options or other equity awards~~years. ~~Consistent~~The ~~with~~aggregate ~~the~~intrinsic ~~Company’s~~value ~~existing~~associated ~~2013~~with ~~Equity Incentive plan (~~the ~~“2013~~options ~~plan”),~~outstanding ~~under~~and ~~the 2021~~exercisable ~~plan,~~as weof ~~may~~March ~~award stock options~~31, ~~shares of common stock~~2024, ~~and~~based ~~other~~on ~~equity interests in~~ the ~~Company~~March ~~to employees~~31, ~~officers,~~2024 ~~directors, consultants,~~closing ~~and~~stock ~~advisors,~~price ~~and to any other persons the Board~~ of ~~Directors deems appropriate~~$0. ~~As of September 30~~18, ~~2023,~~was ~~options to acquire 3,420,754 shares were outstanding under these Plans~~$0.00.

As of September 30, 2023, total unrecognized compensation cost related to the unvested stock-based awards was $963,322 , which is expected to be recognized over weighted average period of 2.2 years. The aggregate intrinsic value associated with the options outstanding and exercisable as of September 30, 2023, based on the September 30, 2023, closing stock price of $0.20, was $0.00.

The following table summarizes information concerning options and warrants outstanding and exercisable:

Schedule of ~~Concerning~~ Options and Warrants Outstanding and Exercisable

	Stock Options					Warrants
	Weighted Average					Weighted Average					Total
	Shares			price per share		Shares			price per share		Shares			Exercisable
Balance outstanding, December 31, 2022		1,307,822		$	0.72		16,278,769		$	3.50		17,586,591			17,570,591
Balance outstanding, December 31, 2023		4,920,754		$	0.25		15,577,354		$	3.50		20,628,305			18,625,326
Granted		2803,~~230,484~~750		$	1.50249		~~100,000~~-			3.50		2803,~~330,484~~750
Exercised		~~(117,552~~-	)		~~0.69~~-		-			-		~~(117,552~~-	)
Expired		-			-		~~(645,829~~-	)		3.50		~~(645,829~~-	)
Forfeited		-			-		-			-		-
Balance outstanding, September 30, 2023		3,420,754		$	1.23		15,732,940		$	3.50		19,153,694			18,289,721
Balance outstanding, March 31, 2024		5,724,504		$	.257		15,577,354		$	3.50		21,432,055			19,148,779

AsSchedule of ~~September~~Share-based ~~30,~~Compensation ~~2023,~~Stock ~~the~~Option ~~3,420,754~~Plans ~~options~~by ~~outstanding~~Exercise ~~have~~Price a $1.23 weighted average exercise price and 8.14 years of weighted average remaining life for outstanding options and 7.75 years of weighted average remaining life for exercisable options. Of these options, 2,556,781 are currently exercisable.Range

On April 13, 2023, the Board authorized a 3-year extension of common stock warrants held by Series AA preferred shares holders. Therefore, 8,897,603 warrants were extended with new expiration dates between May 2, 2026 to September 14, 2029. Based on a fair value computation, this extension resulted in net incremental expense of $3,626,950, which was booked as an increase in the value of warrants and an increase of the retained deficit.

				Options Outstanding						Options Exercisable
				Weighted Average						Weighted Average
Range of Exercise Prices				Number of Options		Remaining Contractual Life (Years)		Exercise Price		Number of Options		Remaining Contractual Life (Years)		Exercise Price
$	0.25	$	1.00		5,724,504		8.44	$	0.26		3,571,425		7.87	$	0.25
$	1.01	$	3.00		-		-		-		-		-		-

					5,724,504		8.44	$	0.26		3,571,425		7.87	$	0.25

~~Pressure~~As of ~~BioSciences~~March 31, ~~Inc.~~2024, ~~September~~the 305,724,504 ~~2023~~options ~~10Q~~outstanding ~~Report~~have 24a $.257 weighted average exercise price and 8.44 years of weighted average remaining life for outstanding options and 7.87 years of weighted average remaining life for exercisable options. Of these options, 3,571,425 are currently exercisable.

As of ~~September~~March 3031, ~~2023~~2024, the warrants outstanding have a $3.50 weighted average exercise price ~~and a 2~~.~~42 year weighted average remaining life.~~

Common Stock and Warrant Issuances

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company accrued approximately $31,~~715~~136,~~204~~ 790 in interest expense for these obligations to to issue common stock. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the Company accrued $~~634~~1,~~305~~ 705,234 in interest expense for these obligations to issue common stock. At the end of March 31, 2024, there were 13 million shares of common stock not issued to shareholders.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 the Company issued a total of 911,~~717~~706,~~035~~229 shares of restricted common stock ~~and~~ to ~~accredited~~ investors and consultants, with the following detail:

● 4581,~~094,121~~050 shares ~~of common stock~~ with a fair value of $3140,~~715,204~~455 tofor ~~lenders~~new ~~for~~convertible ~~interest~~debt ~~paid-in-kind~~issuances; ● 1388,~~630,500~~000 shares with a fair value of $1110,~~917,036~~310 for ~~services~~convertible ~~rendered~~debt extensions; ● ~~203~~70,~~613~~000 shares with a fair value of $~~509~~11,~~033~~100 for ~~conversions~~services ~~of debt principal and interest~~rendered; ● ~~117~~4,~~552~~344,443 shares ~~for stock option exercises (at an exercise price~~ of ~~$0.69~~common ~~per~~stock ~~share); ● 142,767 shares~~ with a fair value of $~~162~~1,~~528~~136,790 to lenders for ~~dividends~~interest paid-in-kind; ● 1242,~~258,742~~736 shares with a fair value of $138,~~293,270~~838 for ~~common~~dividends ~~stock issued with convertible debt~~paid-in-kind; ● 16,~~346~~955,~~800~~000 shares ~~with a fair value of $1,671,573~~ for ~~convertible~~the ~~debt~~conversion ~~extensions; ● 60,000 shares with a fair value~~ of ~~$150,000~~preferred ~~for~~stock ~~sale~~to of common stock, and ● 1875,~~486,940~~000 shares ~~for~~converted ~~the~~to ~~conversion of~~ preferred stock ~~to common stock~~.

~~During the~~Pressure ~~nine months ended September 30~~BioSciences, ~~2023, the Company issued 100,000 warrants (four-year term at a $3~~Inc.50 ~~exercise~~March ~~price) to acquire common stock at a fair value of $61~~31,~~609~~ to2024 a10Q ~~consultant~~Report ~~for professional services.~~25

~~During~~8) ~~the~~Information ~~nine~~on ~~months~~Business ended September 30, 2022, we issued 3,100,085 shares of restricted common stock to accredited investors and consultants, 140,200 shares with a fair value of $350,500 for conversions of debt principal and interest for common stock, 1,172,100 of the shares with a fair value of $2,196,278 were issued for interest paid-in-kind, 190,500 of the shares with a fair value of $312,875 were issued for services rendered,170,306 shares with a fair value of $306,333 for dividends paid-in-kind, 368,500 shares with a fair value $512,593 for new convertible debt issuances, 25,279 shares with a fair value of $17,433 from a stock option exercise, 1,028,800 shares with a fair value of $1,714,678 for debt extension and shareholders converted shares of series AA convertible preferred stock into 4,400 shares of common stockSegments

~~During~~We organize our business segments based on the ~~nine~~nature ~~months~~of ~~ended~~the ~~September~~products ~~30,~~and ~~2022,~~services weoffered. ~~issued~~Operating ~~277,500~~segments are defined as the components ~~warrants~~of ~~(three-year~~as tobusiness ~~five-year~~which ~~terms~~separate atfinancial ainformation $3is available.~~50 exercise~~ ~~price)~~In tothe ~~acquire~~following ~~common~~tables ~~stock~~of atfinancial adata, the total ~~fair~~of ~~value~~the operating results of ~~$280~~these business segments is reconciled,~~608~~ as appropriate, to athe ~~lender~~corresponding inconsolidated ~~conjunction~~amount. ~~with~~There ~~the~~are ~~signing~~some ofcorporate expenses ~~new~~that ~~convertible~~were ~~loans,~~not aallocated ~~vendor~~to ~~for~~the ~~services~~business ~~rendered~~segments, and ~~for~~these ~~debt~~expenses are contained in the “Operating expenses” under ~~extension~~Parent. Management has determined to report under the following segments:

~~7) Subsequent~~- ~~Events~~Corporate – for shared expenses between the other reportable segments - Pressure Biosciences reported as “Industrial - Uncle Buds reported as “Consumer”

~~From October 1, 2023, through November 10, 2023, the Company issued seven (7) convertible loan with a principal balance of $439,000.~~ The ~~terms of the convertible notes were 15 days to 12 months with interest rates of 10-120%~~ ~~and convertible into the~~ Company’s ~~common~~reportable ~~stock~~segments atinformation ais ~~fixed~~as rate of $2.50 per share. In this time the Company also issued 278,500 shares of common stock for new convertible debt loans in the third quarter, 455,350 shares of common stock for accrued interest paid-in-kind, 310,000 shares of common stock for debt extensions, 505,000 shares of common stock from the conversion of Series BB preferred stock, 145,809 shares of common stock for Series AA preferred dividends and 40 Series BB preferred stock for professional services.follows:

On Schedule ~~October 18, 2023, the Board~~ of ~~Directors~~Operating (the “Board”) of Pressure BioSciences, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Pressure BioSciences, Inc. 2021 Equity Incentive Plan (the “Plan”). The Plan originally provided that no one person could be granted awards pursuant to the Plan during any one fiscal year to purchase more than 300,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the amendment, the yearly limit for any one person was raised to 500,000 shares of Common Stock.Expenses

On the same date, the Board granted a total of 1,500,000 stock options to a number of employees, consultants and the four members of the Board with each option having an exercise price of $0.25 per share. Each award of options expires on October 18, 2033. The options for the members of the Board vest in equal amounts over twelve (12) months. The options for Mr. Schumacher and Drs. Ting and Lazarev were each vested 25% on the date of issuance and 25% of the options vest each year for the next three (3) years.


	For the three months ended March 31, 2024												For the three months ended March 31, 2023
	Parent			Industrial			Consumer			Totals			Parent			Industrial		Consumer		Totals
Revenue	$	12,804		$	182,665		$	153,788		$	349,257		$	-		$	740,600	$	-	$	740,600
Less direct cost of revenue		-			155,779			77,531			233,310			-			358,628		-		358,628
Gross Margin		12,804			26,886			76,257			115,947			-			381,972		-		381,972
Operating expenses		716,658			347,597			536,250			1,600,505			3,740,030			279,687		-		4,019,717
(Net loss) from operations		(703,854	)		(320,711	)		(459,993	)		(1,484,558	)		(3,740,030	)		102,285		-		(3,637,745	)
Non-operating income (expenses)		(6,589,865	)		-			-			(6,589,865	)		(3,220,089	)		-		-		(3,220,089	)
Preferred dividends		(632,053	)		-			-			(632,053	)		(431,807	)		-		-		(431,807	)
Net (loss)	$	(7,925,772	)	$	(320,711	)	$	(459,993	)	$	(8,706,476	)	$	(7,391,926	)	$	102,285	$	-	$	(7,289,641	)

	As of March 31, 2024												As of December 31, 2023
Segment Assets	$	1,521,896		$	385,457		$	5,084,176		$	6,991,529		$	1,049,676		$	-	$	-	$	1,049,676

InOur ~~addition,~~Industrial onsegment contains the ~~same date~~UST, ~~the~~BaroFold ~~Board~~and ~~approved~~PCT ~~the~~Platforms. ~~repricing~~Our ofConsumer ~~all~~segment ~~outstanding~~represents ~~options~~the ~~(including~~activity ~~those~~in ~~held~~our byrecent ~~the Board members and~~purchase ~~the~~of ~~named~~Uncle ~~executive officers) to $0~~Bud’s.~~25.~~ ~~The~~Uncle ~~previous~~Bud’s ~~exercise~~offer ~~prices~~products ofdirect-to-consumer ~~the~~on-line ~~outstanding stock options held by the Board members~~ and ~~the named~~through ~~executive~~major ~~officers ranged from $0~~retailers.~~69 to $1.50.~~

~~Pressure~~9) Subsequent ~~BioSciences, Inc. September 30, 2023 10Q Report 25~~Events

Debt, Preferred, Common Stock, and Option activity

From April 1, 2024, through August 23, 2024, the Company issued eleven (11) convertible loans for approximately $1,415,250, which each carry a 0-72% annual interest rate and one (1) to twelve (12) month terms. All the loans are convertible into common stock either at $2.50 per share or subject to a conversion adjustment.

The Company also repaid two (2) loans totaling $49,847 between April 1, 2024 and August 23, 2024, which were issued between May 2023 and April 2024. The Company also extended twelve (12) loans in the amount of approximately $3,326,900 to between April 1, 2024 and August 23, 2024. The Company is obligated to issue 1,022 shares of Series BB Preferred Stock to the Lenders for the extensions but could not because no shares of Series BB remained available for issue.

From April 1, 2024, through August 23, 2024, 209 shares of Series BB convertible preferred stock converted into 2,087,338 shares of common stock, 33 shares of Series BB convertible preferred stock were issued for debt, 406 shares of Series BB convertible stock for default and paid-in-kind and 100 shares of Series BB convertible preferred stock was issued for services. The company’s Series BB convertible preferred stock is currently over the stated authorized amount by 1,974 shares.

From April 1, 2024, through August 23, 2024, 650,000 shares of common stock were issued with convertible debt, 6,946,609 shares issued for default and paid-in-kind and 1,309,000 shares of common stock for services. As of August 26, 2024, there were 21 million shares of common stock not issued to shareholders.

From April 1, 2024, through August 23, 2024, 1,167,000 options were grants with an exercise price of $0.30 per share and a term of five (5) years, and 8,000,000 options with an exercise price of $0.30 per share and a term of ten (10) years.

On May 29, 2024, the company filed articles of amendment with the Commonwealth of Massachusetts, whereby Article III was amended to designate 3,000 shares of Preferred Stock as Series BBX Convertible Preferred Stock and 1,000 shares of Preferred Stock as Series DD Convertible Preferred Stock.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements are identified by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. Such statements include, without limitation, statements regarding:

● our need for, and our ability to raise, additional equity or debt financing on acceptable terms, if at all; ● our need to take additional cost reduction measures, cease operations or sell our operating assets, if we are unable to obtain sufficient additional financing; ● our belief that we will have sufficient liquidity to finance normal operations for the foreseeable future; ● the options we may pursue in light of our financial condition; ● the potential applications and revenue projections for Ultra Shear Technology (“UltraShear” or “UST”); ● the potential applications ofand revenue projections for the BaroFold high-pressure protein refolding and disaggregation technology; ● the amount of cash necessary to operate our business; ● the anticipated uses of grant revenue and the potential for increased grant revenue in future periods; ● our plans and expectations with respect to our continued operations; ● the expected increase in the number of Pressure Cycling Technology (“PCT”) and ~~Constant~~UST ~~Pressure (“CP”) based~~ units ~~that~~ we believe will be installed and the expected increase in revenues from the sale of consumable products, extended service contracts, and BaroFold biopharma contract services; ● our belief that PCT has achieved initial market acceptance in the mass spectrometry and other markets; ● the expected development and success of new instrument and consumables product offerings, especially in the area of Ultra Shear Technology; ● the potential applications for our instrument and consumables product offerings; ● the expected expenses of, and benefits and results from, our research and development efforts; ● the expected benefits and results from our collaboration programs, strategic alliances and joint ventures; ● our expectation of obtaining research grants from the government in the future; ● our expectations of the results of our development activities funded by government and academic research grants; ● the potential size of the market for ~~biological~~PCT, ~~sample preparation~~BaroFold, ~~biopharma contract services~~ and ~~Ultra~~UST ~~Shear Technology~~applications; ● general economic conditions; ● the anticipated future financial performance and business operations of our company; ● our reasons for ~~resources~~focusing ~~expended~~certain resources in the PCT market for genomic, proteomic, lipidomic and small molecule sample preparation; ● the importance of mass spectrometry as a laboratory tool; ● the advantages of PCT over other current technologies as a method of biological sample preparation and protein characterization in biomarker discovery, forensics, and histology, as well as for other applications; ● the capabilities and benefits of our PCT Sample Preparation System, consumables, and other products; ● our belief that laboratory scientists will achieve results comparable with those reported to date by certain research scientists who have published or presented publicly on PCT and our other products and services; ● our ability to retain our core group of scientific, administrative, and sales personnel; and ● our ability to expand our customer base in ~~sample preparation and for other~~ applications of PCT, asBaroFold, ~~well~~and asUST ~~for our other~~ products and services ~~in both the BaroFold and Ultra Shear Technology areas~~.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements, expressed or implied, by such forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. Factors that could cause or contribute to differences in our future financial and other results include those discussed in the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 and in this Report. We qualify all of our forward-looking statements by these cautionary statements.

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 2627

The Company was founded on the belief that its PCT platform had the potential to significantly increase the quality of sample preparation in both research and clinical settings. This premise has been well proven and PBI has been successful in installing its PCT platform in the laboratories of key opinion leaders and many other scientists worldwide. Although developed subsequently, the Company now assesses that the commercial potential for its UST platform across diverse multi-billion -dollar markets far exceeds the potential of the PCT ~~platform~~and BaroFold platforms. Consequently, in January 2022, PBI made the critical strategy decision to immediately shift its primary business focus from PCT to its innovative UST Platform.

The UST Platform (8 issued patents) is based on the use of intense shear forces from ultra-high -pressure discharge (greater than 2030,000 psi) through a dynamically- controlled nano-gap valve under precisely controlled temperatures. UST has been shown to turn hydrophobic (water-repelling) oil-based supplements (e.g., CBD, curcumin, astaxanthin), therapeutics (e.g., prednisone), and other active ingredients (e.g., retinol) into long-term stable, effectively water-soluble, highly bioavailable, oil-in-water nanoemulsion formulations. The Company ~~began~~first ~~early~~introduced ~~commercial introduction of~~ the UST Platform in May 2022, ~~and~~through ~~executed~~participation ~~agreements~~in ~~were~~several ~~subsequently announced with three CBD companies and one cosmeceutical~~cannabis/~~skincare~~health ~~company~~& ~~for~~wellness ~~commercialization~~meetings incombined Q4with a ~~2022~~free-sample program.

The BaroFold Platform (14 issued patents) can be used to significantly improve the quality and lower the production costs of protein biotherapeutics. It employs high- pressure manipulations for the disaggregation, unfolding and controlled refolding of proteins to their desired native structures at yields and efficiencies not achievable using other existing technologies. The BaroFold Platform has been shown to prevent formation of and/or remove protein aggregates in biotherapeutic drug manufacturing, thereby improving product efficacy, safety, and cost for both new-drug entities and biosimilar (follow-on biologic) products. It is scalable and practical for standard manufacturing processes.

The PCT Platform (17 issued patents) uses alternating cycles of hydrostatic pressure between ambient and ultra-high pressures to control bio-molecular interactions safely and reproducibly in sample preparation (e.g., the critical steps performed by tens of thousands of scientists worldwide prior to analytical measurements, such as ~~cell lysis and~~ biomolecule extraction from tissue samples and preparation of extracted molecules for analysis). Our focus for PCT is on making ~~our,~~ GMP-compliant, next generation PCT-based Barocycler EXTREME ~~system~~systems available globally to biopharmaceutical drug manufacturers for use in the design, development, characterization, and quality control of biotherapeutic drugs. We currently have over 350 PCT Systems placed in approximately ~~225~~250 academic, government, pharmaceutical, and biotech research ~~laboratories~~ laboratories worldwide. There are currently over ~~200~~300 independent publications highlighting the advantages of using the PCT Platform in ~~scientific~~ scientific research & clinical laboratories.

~~2023~~Uncle ~~Key~~Bud’s ~~Accomplishments~~Acquisition and Sales/Marketing Platform In January 2024, PBI completed the acquisition of Uncle Bud’s Hemp (renamed Uncle Bud’s Health & Wellness), a direct-to-consumer (DTC) packaged goods company, with extensive product development, marketing, and selling experience in the DTC vertical. Uncle Bud’s sells their products both online and through major retail chains.

~~From~~Launched ~~January~~in 12018 with a trailblazing hemp-based Pain Relief product, ~~2023~~Uncle Bud’s has rapidly captured an innovative leadership role in the Hemp Seed Oil, Cannabidiol (CBD), and the broader Health & Wellness industry. The Uncle Bud’s brand is revered for its unwavering commitment to ~~September~~domestic 30manufacturing excellence, ~~2023~~setting benchmarks for its organic, wepreservative-free, ~~announced~~non-GMO ~~the~~standards ~~following~~and ~~key~~its ~~accomplishments:~~ethical cruelty-free practices.

●Pressure ~~September 22: PBIO’s partner Veterans Service Team increases existing purchase order by 10X for bottles of UltraShear Nano-CBD topical spray~~BioSciences, ~~effective immediately~~Inc. ●March September 21: PBIO’s fulfillment of UltraShear Nano-CBD orders is underway; customer shipments begin first week of October ● September 8: PBIO’s Barofold technology achieves pivotal equipment sale and begins scale-up in service to leading global contract development and manufacturing organization. ● August 30: PBIO provides second progress report on UltraShear Nano-CBD Launch: “Drive to 420”. ● August 22: PBIO reports Q22023 financial results31, ~~provides~~2024 ~~business~~10Q ~~update,~~Report and offers guidance. ● August 9: PBIO reports strongly accelerating UltraShear Nano-CBD orders. ● July 26: PBIO and master distributor Canopy CBD Farms announce major increase in sales pipeline. ● July 25: PBIO to evaluate Company’s patented UltraShear process to extend shelf-life of fresh produce. ● July 17: Company’s UltraShear Nano-CBD commercial roll-out program enters rapid expansion phase 2. ● July 10: Company announces Nano-CBD topical spray distribution agreement with Crème de Canna. ● July 6: Key academic publication further validates PBIO’s UltraShear platforms’ impact in clean-label foods.28

~~Pressure~~2024 Key ~~BioSciences, Inc. September 30, 2023 10Q Report 27~~Accomplishments

●From January ~~July~~1, 5:2025 ~~PBIO partners with Somalab Int’l for development & distribution of UltraShear-enabled health products. ● June 13: PBIO partners with Veterans Service Team~~ to ~~offer exclusive access for VST members to Nano-CBD. ●~~ June 1: PBIO expands on six key goals for June 2023 with expected multi-million-dollar growth potential. ● May 22: Commercial availability of Best-in-Class Nano-CBD topical spray with lightning-fast action announced. ● May 16: PBIO announces Q1 2023 financial results: all-time quarterly record revenue. ● May 9: Extended consumer testing strongly validates market transforming speed and dosing efficiency of PBIO’s UltraShear processed nano-THC oral spray. ● April 26: PBIO updates rapid progress on potential sales of exclusive THC licenses. ● April 2125, 2023: PBIO unveils powerful THC market leapfrog opportunity with exclusive licensing of UltraShear nanoemulsion processing platform. ● April 18: PBIO announces expansion into strategic manufacturing facilities with premier process tech company. ● April 14: PBIO reports Q4 and FY 2022 financial results – offers guidance for a strong 2023. ● April 62024, ~~2023:~~we ~~PBIO~~accomplished and NutraLife Biosciences renew partnership for development and distribution of next generation nutraceuticals. ● March 28: Company reports fresh sales momentum for PBI Agrochem. ● March 22: PBIO receives $1.5 million contract for UltraShear nanoemulsified CBD. ● March 1: Company announces the ~~exchange of over $10 million of debt into equity. ● February 1~~following: Company receives record order (nearly $600,000) for 16 PCT instruments. ● January 27: PBIO and One World Products partner to develop CBD-Nano sports performance/recovery drink. ● January 19: Dramatic consumer testing results confirm UltraShear nanoemulsion oral spray delivers first effects and maximization in lightning speed – simple, reliable dosing delivers profoundly improved results.

	●	June 25, 2024: PBIO partners with Vita-Forte, largest global supplier of freeze-dried Acai, to commercialize highly potent, multi-antioxidant, UST nanoemulsion oral spray.
	●	April 11, 2024: Uncle Bud’s intends to expand new Premium Collection with novel products.
	●	April 2, 2024: Uncle Bud’s reports significant demand for new UltraShear CBD Body Revive Spray.
	●	February 26, 2024: Uncle Buds reports powerful growth one month following acquisition by PBIO.
	●	February 15: PBIO completes relocation into new facility with substantially increased manufacturing space, vastly improved efficiencies, and measurable cost savings.
	●	February 5: Uncle Buds to launch premium health & wellness products; strong revenue expected.
	●	January 22: PBIO announces closing of Uncle Bud’s acquisition in all-stock transaction.
	●	January 18: PBIO announces on new UltraShear client with $300,000-plus product order.
	●	January 16: PBIO announce $252,000 order from one of the world’s largest retailers.
	●	January 11: PBIO signs definitive agreement for the acquisition of Uncle Buds Health & Wellness.
	●	January 4: PBIO’s BaroFold platform expected to revolutionize biopharmaceutical production with help from new AI/ML technologies.

Results of Operations

The following disclosure compares the results of operations for the quarter ended ~~September~~March 3031, ~~2023~~2024 (“Q2Q1 ~~2023~~2024”) with ~~September 30~~March 31, ~~2022~~ 2023 (“Q2Q1 ~~2022~~2023”) ~~and compares the nine months ended September 30, 2023 with September 30, 2022~~.

Products and Services Revenue

We recognized total revenue of $~~413~~349,~~009~~257 for Q3Q1 ~~2023~~2024 compared to $~~144~~740,~~032~~600 for Q3Q1 ~~2022~~2023, a ~~187~~53% ~~increase~~decrease. ~~For~~This ~~the~~decrease ~~year-to-date~~in ~~periods~~revenue ~~ending~~was primarily ~~September~~attributable 30to an approximate $181,000 ~~2023~~decrease ~~and~~in ~~September~~cell ~~30,~~disruptor ~~2022,~~instrument wesales ~~recognized~~due ~~revenue~~to the termination in Q4 2023 of ~~$1,665,412~~our ~~and~~North ~~$1,122,169~~American distributor ~~respectively,~~contract with Constant Systems and a ~~48%~~decrease ~~increase~~in PBI Agrochem material sales of approximately $131,000.

This increase in revenue was primarily attributable to a $506,828 increase in PCT instrumentation and consumable sales, a $30,295 increase in technical support services and an $87,378 increase in Agrochem products, offset by a decrease of $89,350 in scientific services.

Cost of Products and Services

The cost of products and services was $~~229~~233,~~457~~310 for Q3Q1 ~~2023~~2024 compared to $~~126~~358,~~203~~628 for Q3Q1 ~~2022. For the year-to-date periods ending September 30,~~ 2023 ~~and September 30, 2022 our cost of products and services were $844,684 and $742,707, respectively~~. Gross profit margin on products and services decreased ~~increased~~ to 4920% in ~~the~~Q1 ~~year-to-date~~2024 ~~period~~compared ~~ended~~to ~~September 30, 2023 from 34~~52% in ~~the~~Q1 ~~same period ended September 30, 2022~~2023. The ~~increase~~decrease in gross profit margin in Q1 2024 was primarily attributable to having ~~$180,670~~only oftwo ~~Agrochem~~instrument ~~products~~sales ~~sold~~ in ~~2023~~Q1 at2024, noboth ~~cost~~with ~~due~~35-43% tomargins, ~~2022~~as ~~inventory~~well ~~write-off and~~as ahaving ~~$79,901~~no ~~instrument~~sales ~~non-monetary~~of ~~exchange~~our ~~sale~~PBI inAgrochem ~~2022~~materials, ~~was~~which have ~~recorded~~extremely athigh nogross ~~profit~~margins.

Research and Development

Research and development expenses were $~~288~~272,~~345~~023 for Q3Q1 ~~2023~~2024 compared to $~~262~~435,~~370~~646 for Q3Q1 ~~2022. For the year-to-date periods ending September 30,~~ 2023 ~~and September 30, 2022, these expenses were $1,004,437 and $716,685, respectively, a 40% increase~~. The reported ~~increase~~decrease was primarily due to aposting approximately only $7143,~~777~~257 ~~reclass~~ of ~~salaries~~stock-based tocompensation ~~COGS~~expense ~~for~~in aQ1 ~~non-monetary~~2024 ~~instrument~~as ~~exchange~~compared into ~~2022~~approximately ~~and~~ $~~241~~170,~~585~~620 ~~of stock-based compensation expense~~ for employee stock options issued in Q1 2023.

Pressure BioSciences, Inc. September 30, 2023 10Q Report 28

Selling and Marketing

Selling and marketing expenses were $~~157~~130,~~773~~173 for Q3Q1 ~~2023~~2024 compared to $226,~~526~~015 for Q3Q1 ~~2022~~2023. ~~For~~The ~~the~~reported ~~year-to-date~~decrease ~~periods~~was ~~ending~~primarily ~~September~~attributable ~~30,~~to ~~2023~~posting ~~and~~approximately ~~September~~only 30$25,000 ~~2022,~~of ~~these~~stock-based ~~expenses~~compensation ~~were~~expense ~~$537,802~~in ~~and~~Q1 ~~$422,422,~~2024 ~~respectively~~as acompared ~~27%~~to ~~increase~~approximately ~~The~~$72,000 ~~reported~~for ~~increase~~employee ~~was primarily~~stock ~~attributable~~option toexpense ~~the~~issued ~~hiring~~in ofQ1 a2023 ~~Marketing~~and ~~FTE~~a decrease in Q2salary ~~2023~~expenses ~~and~~due ~~$102,675~~the termination of ~~stock-based~~the ~~compensation~~PBI ~~expense~~Agrochem ~~for~~ employee ~~stock options issued~~ in December 2023.

General and Administrative

General and administrative expenses were $1,~~030~~198,~~244~~309 for Q3Q1 ~~2023~~2024 compared to $~~892~~3,~~293~~358,056 for Q3Q1 ~~2022. For the year-to-date periods ending September 30,~~ 2023 ~~and September 30~~, ~~2022,~~a ~~these~~decrease ~~expenses~~of ~~were~~ $~~5,290,564 and $~~2,~~591~~159,~~644, respectively, a 104% increase~~747. The ~~increase~~ decrease was primarily due to posting approximately $~~2.0 million common stock and warrants issued for services~~103,000 ~~approximately $1.3 million~~ of stock-based compensation expense in Q1 2024 for ~~employee~~employees, BOD ~~and~~members, and financial ~~consultant~~consultants ~~stock~~as ~~options~~compared ~~issued~~to ~~in 2023, and~~ approximately $~~132~~1,100,000 of ~~financial~~stock ~~consulting~~option ~~expenses in~~expense ~~2023, offset by an approximately $423,000 decrease~~ in IRQ1 ~~expenses~~2023.

Operating Loss

Operating loss was $1,~~292~~484,~~809~~558 for Q3Q1 ~~2023~~2024 compared to $13,~~363~~637,~~360~~745 for Q3Q1 ~~2022. For the year-to-date periods ending September 30,~~ 2023 ~~and September 30~~, ~~2022,~~a ~~the~~decrease ~~operating~~of ~~loss was~~ $62,~~012~~153,~~075 and $3~~187,~~551,289~~ ~~respectively,~~or ~~a 79~~59% ~~increase~~. This ~~increase~~decrease ~~was primarily due to $2.0 millions~~ in ~~common~~Q1 ~~stock~~2024 ~~and~~operating loss ~~warrants~~was ~~issued~~primarily ~~for~~attributable ~~services~~to ~~and~~the ~~$1.7~~significant ~~million~~decrease ofin ~~stock-based~~expenses ~~compensation~~in ~~expense~~our ~~for employee~~R&D, ~~BOD~~Selling ~~financial~~& ~~consultant stock options issued in 2023~~Marketing, ~~offset~~and byG&A ~~an approximate $423,000 decrease in IR expenses~~segments.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

Interest Expense, net

Interest expense was $45,~~338~~384,~~759~~991 for Q3Q1 ~~2023~~2024 compared to $23,~~034~~893,~~021~~686 for Q3Q1 ~~2022. For the year-to-date periods ending September 30,~~ 2023 ~~and September 30, 2022, these expenses were $14,112,098 and $6,448,771, respectively, a 119% increase~~. ~~This~~The increase was attributable to an increase in convertible debt notes and merchant cash loans, in addition to stock issuances for interest paid in kind and stock issued for ~~debt~~ extensions.

Unrealized gain on investment in equity securities

Unrealized ~~loss~~gain on investments in equity securities was $54,~~965~~155 for Q3Q1 ~~2023~~2024 compared to an unrealized ~~loss~~gain of $8,~~675~~061 for Q3Q1 ~~2022. For the nine months ended September 30,~~ 2023~~, the unrealized gain on investment in equity securities was $14,280 as compared to an unrealized loss of $8,047 for the nine months ended September 30, 2022~~. The reported change was attributable to movement in the market price of the Company’s investment in Nexity.

~~Loss~~Gain or Loss on extinguishment of liabilities

In connection with debt extensions and forgiveness, we recognized a net ~~gain~~loss of $~~0 for Q3 2023 compared to $~~1,~~054~~211,~~122~~511 ~~of losses~~ for Q3Q1 ~~2022. For~~2024 ~~the nine months ended September 30, 2023 the recognized net gain of $687,591 as~~ compared to ~~a net loss of~~ $1659,~~809,249~~277 ~~for~~of ~~the~~gain ~~nine~~for ~~months~~Q1 ~~ended September 30, 2022~~2023. ~~The increase/decline in gains/losses was attributable to decreased extension and forgiveness activity.~~

Net loss attributable to common stockholders

Net loss attributable to common stockholders was $68,~~261~~706,~~999~~476 ($0.2922 per share) for Q3Q1 ~~2023~~2024 compared to $47,~~893~~289,~~946~~641 ($0.4446 per share) for Q3Q1 ~~2022~~2023. ~~For~~The ~~the~~decrease ~~nine~~in ~~months~~loss ~~ended~~per ~~September~~share ~~30,~~was ~~2023, the net loss~~ attributable to ~~common~~an ~~stock~~increase ~~was~~in ~~$24,666,565~~weighted ~~($1.21~~shares ~~per share) as compared to $12,913,826 ($1~~outstanding.~~24 per share).~~

Liquidity and Financial Condition

We have experienced negative cash flows from operations ~~since our inception~~. As of ~~September~~March 3031, ~~2023~~2024, we did not have adequate working capital resources to satisfy our current liabilities and as a result, we have ~~substantial~~ substantial doubt regarding our ability to continue as a going concern. As described in Notes 56 and 67 of the accompanying consolidated ~~financial~~ financial statements, we have been successful in raising debt and equity capital. We received approximately $62.51 million in net proceeds from loans in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. We have efforts in place to continue to raise cash through debt and equity offerings. (See Note 7 9 to the financial statements). Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. These financial statements do not include any adjustments that might result from this uncertainty

Pressure BioSciences, Inc. September 30, 2023 10Q Report 29

We will need substantial additional capital to fund our operations in future periods. If we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects.

Net cash used in operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 was $21,~~053~~859,~~823~~ 560 as compared to $3422,~~051,257~~211 for the ~~nine~~three months ended ~~September 30~~March 31, ~~2022~~2023.

Net cash used in investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 was $~~7,495~~0 compared to $203,~~754~~000 in the ~~nine~~three months ended ~~September~~ 30March 31, ~~2022~~2023.

Net cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 was $21,~~062~~781,~~716~~501 as compared to $3660,~~170,580~~369 for the ~~nine months~~three months ended ~~September~~March 3031, ~~2022~~2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This Item 3 is not applicable to us as a smaller reporting company and has been omitted.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 filings are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~As of~~Pressure ~~September 30~~BioSciences, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934Inc. ~~Based~~March ~~upon that evaluation~~31, ~~our Principal~~2024 ~~Executive~~10Q ~~Officer~~Report ~~and Principal Financial Officer concluded that our disclosure controls and procedures were not effective.~~30

~~Our~~As ~~conclusion~~of ~~that~~March ~~our~~31, ~~disclosure~~2024, ~~controls~~we ~~and~~carried ~~procedures~~out ~~were~~an ~~not~~evaluation, ~~effective~~under asthe supervision and with the participation of ~~September~~our 30management, ~~2023~~including isour ~~due~~Principal Executive toOfficer ~~the~~and ~~continued~~Principal ~~presence~~Financial Officer, of the ~~material~~effectiveness ~~weaknesses~~of inthe ~~our~~design ~~internal~~and ~~control~~operation ~~over~~of ~~financial~~our ~~reporting~~disclosure ~~identified~~controls inand ~~our~~procedures, as ~~Annual~~defined ~~Report~~in onRules ~~Form~~13a-15(e) 10and 15d-K15(e) ~~for~~under the ~~year~~Securities ~~ended December~~Exchange ~~31,~~Act ~~2022~~of 1934. ~~These~~Based ~~material~~upon ~~weaknesses~~that ~~are~~evaluation, ~~the~~our ~~following:~~Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective.

●Our conclusion ~~We identified a lack of sufficient segregation of duties. Specifically, this material weakness is such~~ that ~~the~~our ~~design~~disclosure ~~over these areas relies primarily on detective~~ controls and ~~could~~procedures bewere ~~strengthened~~not byeffective ~~adding~~as ~~preventative controls to properly safeguard Company assets. ● Management has identified a lack~~ of ~~sufficient~~March ~~personnel~~31, in2024 ~~the~~is ~~accounting function~~ due to ~~our limited resources with appropriate skills, training, and experience to perform~~ the ~~review~~continued ~~processes~~presence ~~to ensure the complete and proper application~~ of ~~generally accepted accounting principles, particularly as it relates to valuation of warrants and other complex debt /equity transactions. Specifically, this~~ the material ~~weakness~~weaknesses ~~resulted~~ in ~~audit~~our ~~adjustments~~internal tocontrol ~~the~~over ~~annual consolidated~~ financial ~~statements~~reporting ~~and~~identified ~~revisions~~in toour ~~related~~Annual ~~disclosures,~~Report ~~valuation~~on ofForm ~~warrants~~10-K ~~and~~for ~~other~~the ~~equity~~year ~~transactions.~~ended December ●31, ~~Limited policies and procedures that cover recording and reporting of financial transactions~~2023. ●These ~~Lack~~material ofweaknesses ~~multiple~~are ~~levels of review over~~ the ~~financial reporting process~~following:

~~Pressure~~● ~~BioSciences~~We identified a lack of sufficient segregation of duties. Specifically, ~~Inc~~this material weakness is such that the design over these areas relies primarily on detective controls and could be strengthened by adding preventative controls to properly safeguard Company assets. ~~September~~● 30Management has identified a lack of sufficient personnel in the accounting function due to our limited resources with appropriate skills, ~~2023~~training, ~~10Q~~and ~~Report~~experience 30to perform the review processes to ensure the complete and proper application of generally accepted accounting principles, particularly as it relates to valuation of warrants and other complex debt /equity transactions. Specifically, this material weakness resulted in audit adjustments to the annual consolidated financial statements and revisions to related disclosures, valuation of warrants and other equity transactions. ● Limited policies and procedures that cover recording and reporting of financial transactions. ● Lack of multiple levels of review over the financial reporting process We continue to plan to remediate those material weaknesses as follows: ● Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to assist in the analysis and recording of complex accounting transactions, and to simultaneously achieve desired organizational structuring for improved segregation of duties. We plan to mitigate this identified deficiency by hiring an independent consultant once we generate significantly more revenue or raise significant additional working capital. ● Improve expert review and achieve desired segregation procedures by strengthening cross approval of various functions including quarterly internal audit procedures where appropriate once we generate significantly more revenue or raise significantly more working capital.

WeDuring ~~continue~~the period covered by this Report, we implemented and performed additional substantive procedures, such as supervisory review of work papers and consistent use of financial models used in equity valuations, to ~~plan~~ensure our consolidated financial statements as of and for the three-month period ended March 31, 2024, are fairly stated in all material respects in accordance with GAAP. We have not, however, been able to fully remediate ~~those~~the material weaknesses asdue ~~follows:~~to our limited financial resources. Our remediation efforts are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

●Except as ~~Improve~~described ~~the~~above, ~~effectiveness~~there ofhave ~~the~~been ~~accounting~~no ~~group~~changes byin ~~augmenting~~ our ~~existing~~internal ~~resources~~controls ~~with~~over ~~additional~~financial ~~consultants~~reporting orthat ~~employees~~occurred toduring ~~assist in~~ the ~~analysis~~period ~~and~~ended March ~~recording of complex accounting transactions~~31, ~~and~~2024 tothat ~~simultaneously~~have ~~achieve~~materially ~~desired~~affected, ~~organizational~~or ~~structuring~~are ~~for~~reasonably ~~improved~~likely ~~segregation of duties. We plan~~ to ~~mitigate~~materially ~~this~~affect, ~~identified~~our deficiency by hiring an independent consultant once we generate significantly more revenue or raise significant additional working capital. ● Improve expert review and achieve desired segregation procedures by strengthening cross approval of various functions including quarterly internal ~~audit~~controls ~~procedures~~over ~~where~~financial ~~appropriate once we generate significantly more revenue or raise significantly more working capital~~reporting.

~~During the~~Pressure ~~period covered by this Report~~BioSciences, we implemented and performed additional substantive procedures, such as supervisory review of work papers and consistent use of financial models used in equity valuations, to ensure our consolidated financial statements as of and for the six-month period ended September 30, 2023, are fairly stated in all material respects in accordance with GAAPInc. WeMarch ~~have not~~31, ~~however, been~~2024 ~~able~~10Q toReport fully remediate the material weaknesses due to our limited financial resources. Our remediation efforts are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.31

Except as described above, there have been no changes in our internal controls over financial reporting that occurred during the period ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1 of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 and, in this Item, 1A. The risks described in our Form 10-K and this Report are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on the Company. If any of the risks occur, our business, results of operations, cash flows or financial condition could suffer.

~~There~~Additional ~~have~~risk ~~been~~factors nothat ~~material~~we ~~changes~~have toidentified ~~the~~for ~~risk~~consideration, ~~factors~~beyond those set forth in Item 1A of our 10-K for the year ended December 31, 2023, ~~2022.~~include:

	●	Any interruption, for financial or other reasons, to the continuous uptime and availability of our Uncle Bud’s website would result in likely loss of sales revenues and related contributions to our overall business results.
	●	Any interruption, for financial or other reasons, to the availability and application of planned marketing expenditures supporting our products offered through Uncle Bud’s would result in likely loss of sales revenues and related contributions to our overall business results.

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

Except where noted, all the securities discussed in this Part II, Item 2 were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On various dates in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 the Company issued a total of 911,~~917~~706,~~035~~ 229 of its common shares, ~~953 shares of Series BB preferred stock and 401 shares of Series CC preferred stock~~ as follows:

● ~~117~~581,~~552~~050 shares ~~from~~with ~~option~~a ~~exercises;~~fair value of $140,454 for new convertible debt issuances, and ● 1388,~~630~~000 shares with a fair value of $110,~~500~~310 for convertible debt extensions; ● 70,000 shares with a fair value of $11,100 for professional services rendered; ● 4,344,443 shares of common stock with a fair value of $1,~~346~~136,~~800~~790 to lenders for interest paid-in-kind; ● 242,736 shares with a fair value of $38,838 for ~~debt~~dividends ~~extensions~~paid-in-kind; ● ~~203~~6,~~613~~955,000 shares for conversion of ~~debt~~preferred stock to common stock, and ~~interest;~~● 875,000 shares converted to preferred stock

Pressure BioSciences, Inc. September 30, 2023 10Q Report 31

● 142,767 shares for dividends paid-in-kind; ● 4,094,121 shares for interest paid-in-kind; ● 1,258,742 shares for shares issued with debt; ● 60,000 shares from sale of common shares; ● 95 shares of Series BB preferred stock was converted to common stock; ● 92 shares of Series BB preferred stock for professional services; ● 741 shares of Series BB preferred stock for debt extensions; ● 58 shares of Series BB preferred stock issued with debt; ● 401 shares of Series CC preferred stock for conversion of debt/accrued interest and dividends, and ● 62 shares of Series BB preferred stock for the conversion of common stock.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Pressure BioSciences, Inc.

March 31, 2024 10Q Report

Item 6. Exhibits

Exhibits
21.1*		Securities Issuance and Exchange Agreement
31.1*		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
31.2*		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))
32.1**		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2**		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 3233

SIGNATURES

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

	PRESSURE BIOSCIENCES, INC.
Date: November 20, 2023	By:	/s/ Richard T. Schumacher
Date: September 6, 2024	By:	/s/ Richard T. Schumacher
		Richard T. Schumacher
		President & Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

Pressure BioSciences, Inc. ~~September~~March 3031, ~~2023~~2024 10Q Report 3334

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