UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported): ~~October 4~~March 30, ~~2019~~2020

PREMIER BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54563	27-2635666
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~P.O.~~(814) ~~Box~~786-8849 25(Registrant’s telephone number, including area code) (Former name or former address, if changed since last report.)

Jackson Center, PA 16133

(Address of principal executive offices) (zip code)

(814) 786-8849

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. [_]

Section 18 – ~~Registrant’s~~Other ~~Business and Operations~~Events

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Equity~~Inability ~~Purchase~~to ~~Agreement~~file Annual Report on Form 10-K for the year ended December 31, 2019 in a timely manner due to circumstances related to COVID-19 global pandemic.

OnWe ~~October~~are 4,unable ~~2019,~~to wefile ~~entered~~our ~~into an Equity Purchase Agreement dated October 3,~~ 2019 ~~with~~Annual ~~Green~~Report ~~Coast~~on ~~Capital~~Form ~~International~~10-K ~~SA,~~by ~~a Panama~~the ~~corporation,~~original ~~pursuant~~deadline toof ~~which~~March ~~we agreed to sell~~30, ~~and~~2020 ~~Green~~due ~~Coast, or its assigns, agreed~~ to ~~purchase,~~circumstances uprelated to ~~Five Million Dollars~~ ~~($5,000,000) of our common stock. Pursuant to~~ the ~~terms~~global ofimpact ~~the Purchase Agreement, we may issue a Put Notice directing Green Coast to purchase our common stock at a 10% discount to the lowest trade price~~ of ~~our~~COVID-19. ~~common~~Our ~~stock~~key ~~during~~personnel ~~the~~have ~~five (5) Trading Days~~been ~~immediately~~distracted ~~following~~by ~~the~~other ~~Clearing~~priorities ~~Date~~ associated with ~~our~~workplace ~~Put~~closures, ~~Notice~~school ~~and in an amount of the lesser of (i) $1~~closures,~~000,000~~ orand ~~(ii) 200%~~stay ofat ~~the~~home ~~average daily trading volume of our common stock in the ten (10) Trading Days immediately preceding the date we give notice to Green Coast~~orders. WeOur ~~may~~work ~~issue multiple Put Notices to Green Coast,~~efficiencies ~~subject to these limitations, but we may not issue a Put Notice to Green Coast within ten (10) Trading Days of a prior Put Notice. We must~~ have abeen ~~registration~~negatively ~~statement in effect under the Securities Act that covers the resale of any shares of common stock sold to Green Coast pursuant to the Purchase Agreement~~impacted.

~~This~~We ~~description~~are ofrelying on the ~~Purchase~~SEC ~~Agreement~~order ~~contained~~dated inMarch ~~this~~25, ~~report~~2020 is(Release No. ~~qualified~~34-88465, inwhich ~~its~~supersedes ~~entirety~~the bySEC’s ~~reference~~order dated March 4, 2020 (Release No. 34-88318) to extend the ~~full~~due ~~text~~date offor the filing ~~Purchase~~of ~~Agreement.~~our ~~The~~Form ~~Purchase~~10-K ~~Agreement~~until ~~has~~May ~~been~~14, ~~filed~~2020 ~~as Exhibit~~(45 10days after the original due date).1 We will work diligently to comply with such requirement, and, at this ~~report~~time, management believes that it may need the entire available extension period.

~~Registration~~Additional ~~Rights~~risk ~~Agreement~~factor disclosure

On ~~October~~The 4,following ~~2019,~~is ~~in connection with the Purchase Agreement, we entered into~~ a ~~Registration~~risk ~~Rights~~factor ~~Agreement~~applicable ~~with Green Coast (the “Rights Agreement”), pursuant~~ to ~~which~~us werelating ~~agreed~~ to ~~register~~ the ~~resale of shares to be issued under the Purchase~~ ~~Agreement~~global ~~(as~~COVID-19 ~~defined below)~~pandemic.

~~This~~ ~~description~~We ofrely ~~the~~on ~~Rights~~professionals ~~Agreement~~all ~~contained~~over inthe ~~this~~United ~~report~~States, which is ~~qualified~~impacted ~~in its entirety~~ by ~~reference~~the toglobal ~~the~~pandemic, ~~full~~causing ~~text~~our ofresources ~~the Rights~~to ~~Agreement~~be affected. ~~The~~Our ~~Rights~~business ~~Agreement~~operations ~~has~~have been ~~filed~~and asmay ~~Exhibit 10.2~~continue to ~~this~~be materially ~~report~~and adversely affected by the COVID-19 pandemic.

~~Section~~An 3outbreak –of ~~Securities~~respiratory illness caused by COVID-19 emerged in Wuhan city, Hubei province, PRC, in late 2019 and ~~Trading~~has ~~Markets~~been expanding globally. COVID-19 is considered to be highly contagious and poses a serious public health threat.

~~Item~~ 3 Restrictive measures have been imposed in major cities in the USA, including Los Angeles, New York, and Las Vegas, and throughout the world in an effort to contain the COVID-19 outbreak.~~02 Unregistered~~ ~~Sale~~The World Health Organization (the “WHO”) is closely monitoring and evaluating the situation. On March 11, 2020, the WHO declared the outbreak of ~~Equity~~COVID-19 a pandemic, expanding its assessment of ~~Securities~~the threat beyond the global health emergency it had announced in January. Any outbreak of such epidemic illness or other adverse public health developments in the USA or elsewhere in the world may materially and adversely affect the global economy, our markets and our business.

~~The~~ In ~~disclosure~~the first quarter of 2020, the COVID-19 outbreak has caused disruptions in our operations, which have resulted in delays on ~~Item~~existing 1projects.01 ~~above~~A ~~regarding~~prolonged ~~the~~disruption ~~Equity~~or ~~Purchase~~any ~~Agreement~~further isunforeseen ~~incorporated~~delay ~~herein~~in byour ~~reference~~operations could continue to result in increased costs and reduced revenue.

~~Convertible~~We ~~Promissory~~cannot ~~Note~~foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook for sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers and vendors or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations.

OnSIGNATURES October 3, 2019, we issued a Convertible Promissory Note in the face amount of One Hundred Fifty Thousand Dollars ($150,000) (the “Note”), to Green Coast Capital International SA, a Panama corporation. The Note has a maturity date of October 3, 2020. The Note bears interest at the rate of twelve percent (12%) per annum and is convertible at any time into our common stock at a conversion price equal to the lowest Trading Price of our common stock during the fifteen (15) Trading Days prior to the conversion date. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended. The Note can be prepaid by us at any time during the first 180 days following the Issue Date upon ten (10) days written notice to Green Coast for a cash amount equal to the sum of the then outstanding principal amount of the Note and interest.

The issuance of the Note was exempt from registration pursuant to Rule 506 of Regulation D and Section 4(a)(2) under the Securities Act of 1933, as amended. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

This description of the Note contained in this report is qualified in its entirety by reference to the full text of the Note. The Note has been filed as Exhibit 10.3 to this report.

Section 9 – Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

10.1		Equity Purchase Agreement dated October 3, 2019 with Green Coast Capital International SA
10.2		Registration Rights Agreement dated October 3, 2019 with Green Coast Capital International SA
10.3		Convertible Promissory Note dated October 3, 2019 with Green Coast Capital International SA

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

	Premier Biomedical, Inc.
Dated: October 9, 2019	/s/ William Hartman
Dated: March 30, 2020	/s/ William Hartman
	By: William Hartman
	Its: Chief Executive Officer

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