Pressure Biosciences Inc (CE) (PBIO) ニュース

Does this company have sufficient sales to meet payroll?

PBIO: SEC Charges Five Individuals and Three Entities in Multi-Year Microcap Fraud Scheme

John S. Clayton; First Equity Holdings Corp.; Standard Registrar and Transfer Co., Inc.; Daniel W. Jackson; Donald H. Perry; Clark M. Mower; Timothy J. Rieu; Chesapeake Group, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26193 / Dec. 11, 2024

Securities and Exchange Commission v. John S. Clayton et al., No. 2:24-cv-00918 (D. Utah, filed Dec. 11, 2024)

https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26193

SEC Complaint:

https://www.sec.gov/files/litigation/complaints/2024/comp26193.pdf

They got demoted to OTC Expert Market, bypassing "Pinks". Trading is very hard on Expert Market. They were demoted because of their inability to get their 2023 annual and Q1 financial reports even close to on-time. Now they are late nearly two month with the Q2 filing. Their excuse ha been "the weather in Houston".

What caused the drop from about 12 cents to 1.4 cents?

EXACTLY!

It can't be this hard to get the Q-1 report finalized. The company must be slow-rolling it because the contents are very unfavorable.

You're right. IF they get current on Q1 (which is now almost 5 months late) and Q2 (which is almost 2 months late) they could get to Pink Status. Then probably get back to OTVQB status. The stock price will follow any good news that is REAL. As Dr Phil is wont to say, “The best predictor of future behavior is relevant past behavior”. Remember, the Company has not only averaged about $2M revenue annually, for the last 20 years, but has not generated 1 penny profit in those 20 years. He (Ric, the Zoologist) embarked on a business strategy, about 20 years ago, of building and selling high-tech capital equipment----without a direct sales force. He acquired Barofold, a high-tech capital equipment maker 7 years ago----still no direct sales force. He started selling the "big guns" (UST) five years ago with, you guessed it, no sales force. He priced his bench-top K45 Baroshear at $200K each plus license fee and ongoing royalties when all the adequate competitors are less than $50K each and no license fees or royalties. He pivoted to tolling a few years ago, then to CBD when tolling that didn't work. He promised up-listing to NASDAQ every year starting in 2017.

He promised to get on NASDAQ by end of year---every year---since 2016, and never did. All their years of Earth-rotation-reversing Press Releases (Agrochem, Barofold, Dr Denise, tolling, Safer Medical of Montana, Cannaworx, Not one thing that these baffoons have PR'd, or done, for years has ever come to fruition.

Oh, yeah, as far as him issuing PRs goes----he issues a PR every time he passes gas, sneezes, or burps. If Uncle Bud's would have shown anything real in the 8 months since they acquired them---they would have PR'd the crap out of it by now. But----silence.

Its possible they will file all the overdue information the next few weeks, could be back to OTCQB by October?

Didn't get filed this week either. (EOM)

Dr. Phil is right.

As Dr. Phil frequently says, "The best predictor of future behavior is relevant past behavior.”

So, it's not likely.😭

Is the Q1 getting filed this week?

Is there another location for PBIO interest? I looked at ST but they all seem to have revered the CEO as a demi-god, then swung to lynch him/her with this situation.

Are they having trouble still with their reports? Houston must be recovered by now, I would think.

Yes. They are only on OTC Expert Markets because of their failure to file their 10Q with SEC. For all intents and purposes it is nearly impossible to trade the shares while in Expert Markets. Shortly after they get current on their filings they will move up to "Pinks", and then some time later, if they stay current, they will get back to OTCQB.

Now, their real reason for not filing is not known. They claim their auditors, who are in Houston lost power. But 10Qs do not need to be audited, and the auditors have been fined $400K for crappy QC. They have been promising that their Uncle Bud's acquisition was going to take them to the moon. If so, why didn't they put out the 10Q in time?

Oh, yeah, they only generate around $2M annual revenue, so they pay their bills with discounted restricted common shares (that's where the constant share dilution comes from) so the cash can be used to pay their salaries. Schumacher is CEO and gets $400K/yr, and his wife is the COO, but I can't find what her take is. With a company of only around 20 employees those two are both grossly overpaid. Will they succeed? Who knows? they don't produce anything themselves, They haven't ever made a profit in at least 27 years. And they do not have a sales force. All they seem to have is a golden story that resonates with gamblers.

Is this company still in business?

did anyone attend the PBIO investor call on June 20th? take aways?

The company can discount as much as they want. The problem is that the bigger the discount--the more shares it takes to satisfy the debt. That means even more dilution and even more share price erosion. The poor dumb creditors are between a rock and a hard place. Keep accepting share in lieu of cash---and lose money, or force the Company into bankruptcy--- and lose money. PBIO can't get the cash because there are too many cheaper alternatives.

When creditors do not accept these discounted offerings, could the company sweeten the deal by pricing them at a 50-60% discount?

Those restricted share offerings are to creditors that they owe money to, and preferred shareholders that are getting them in lieu of cash for the dividends and interest owed. They get a 25-30% discount on the shares, but the devaluation after the 6 month restriction is over is way more than the discount. The dilution you see every day/week is for restricted shares given at least 6 months prior. I expect the creditors will tire of being ripped off and eventually force the Company into bankruptcy.

It seems this company keeps putting out restricted share offerings just to keep the business afloat? Does anyone have any idea what would happen if no one bought into the restricted share offerings at any price? Would they go BK?

Right on.
I voted NO on every question.

You believe that the Company tells the truth? Righteous Ric, the friggin' Zoologist CEO, told everybody to wait till the 17th to vote because of upcoming good news. The meeting "in lieu of" the annual shareholders meeting was on the 18th. The meeting was for elections on 4 issues---retaining Schumacher as CEO, and the compensation plans. The SEC says that annual reports should be out prior to the Proxy Statements and elections. HMMMM! There has been a never ending series of BS Press Releases that NEVER prove true---remember Agrochem, how about Tolling, THC Licenses with ongoing royalties. They lie about their competition's capabilities. They lie about customer interest. They constantly lied about upcoming revenue. They've lied for years about up-listing to NASDAQ by years end. They are constantly doing business pivots (unsuccessfully). By the way, you do know that Schumacher's wife is the Controller, don't you?

“It's easier to fool people than to convince them that they have been fooled.” ….Mark Twain

Where is the 10 K ?

The company stated filed within 15 calendar days of the 1st.

I consider this lying to shareholders .

Thank you.

It's 8K---not 8Q, and the url is PBIO' own site, https://ir.pressurebiosciences.com/sec-filings

Could you post a URL for where you found the recent 8Q? The site I tried did not have it listed.

It's in the 8K filed on the 22nd:

Nominee For Against Withhold Broker Non-Votes
Richard T. Schumacher 7,109,810 1,638,664 533,157 6,242,303

Proposal 2 - Ratify the appointment of MaloneBailey LLP as the Company’s independent auditor for fiscal year 2023. The ratification of the appointment of MaloneBailey LLP as the Company’s independent auditor for fiscal year 2023 was approved as follows:

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

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

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

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

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

Where can we see the proxy results?

Still no 10K. Proxy results indicate unhappy shareholders however not close to enough.

Let's all remember that this is an OTC stock, and 90% of OTC companies fail. No one "invests" in OTC companies---they gamble on OTC companies. You know, like paying Power Ball or heading for the roulette wheel when you walk into a casino. If you are into an OTC stock you are 90% likely to fail. If you don't do exhaustive research, or understand the technology you are 99% likely to fail.

“If you know the enemy and know yourself, you need not fear the result of a hundred battles. If you know yourself but not the enemy, for every victory gained you will also suffer a defeat. If you know neither the enemy nor yourself, you will succumb in every battle.” ….SunTzu
🤪

Dont you think any good news would already be out ? This is a rank speculation stock not an investment . Just what price and volume do you think you or anyone else could get out at ?
The equity is worthless, imo.

If no 10K or meeting minutes or at least something from the company by EOD Monday I will sell some of my holdings. This is my most troubling investment.

No results from the meeting either. So they now have regulatory issues to contend with.

Let' see the 10K if there is one.

When you are a dishonest CEO you never divulge bad news before crucial votes---duh. There is no penalty. NASDAQ or NYSE would kick them off the boards and send them to OTC. But the only thing that can happen is, at some point, PBIO being assigned to the "Pinks"----no big deal.

They failed to file 10K by extension date

Look out below

165ºF (with no “pink” parts) – this temperature will kill the H5N1 virus (bird flu) as well as other illnesses.

Pasteurization of milk, widely practiced in several countries, notably the United States, requires temperatures of about 63 °C (145 °F) maintained for 30 minutes or, alternatively, heating to a higher temperature, 72 °C (162 °F), and holding for 15 seconds (and yet higher temperatures for shorter periods of time).

“Ultra-pasteurized” means that the milk is heated to a minimum of 280°F for a minimum of 2 seconds. This temperature and time combination is much more lethal to bacteria, killing virtually all of concern.

I lived in Prague for 3 years, and all the milk was Ultra-pasteurized. Sold in boxes and not refrigerated.

PBIO nano-emulsifiers are not unique---they have many lower cost competitors. They are a product in search of a problem to solve

Just before lights out, think about which tech could solve this upcoming dilemma: https://www.theepochtimes.com/health/pasteurization-may-not-kill-bird-flu-in-milk-experts-5625870
TTFN, fellow millionaires

I'm taking off now. Is anyone here to turn out the lights?

anybody going to the shareholder meeting?

Thanks for the info. PBI was pursuing a west coast manufacturing site. This ought to help jump start their initiative for CBD/THC products.

Yeah. Uncle Bud's didn't/doesn't have the required State license to work with CBD, so they had/have a third party contract manufacturer do it---just like PBIO has Canopy CBD Farms do it for them. So PBIO inherited their contract manufacturer when they acquired Uncle Bud's. Voila, west coast manufacturer.

PBIO has a west coast manufacturing partner? Creme de Cana?

"PBIO finally looks ready pop really big. Their UltraSear and BaroFold are huge industry game changers and their is very little stock outstanding."

Dreamer!!! UltraShear's competitors were out years before PBIO even made their very first nano-emulsion (and cost about ¼ what PBIO wants). They've owned BaroFold for seven years, and it never once made a dent in the annual revenue or total loss. As far as “very little stock outstanding” goes, not for long. It went from $2.14 a year ago to $.26 today (-88%). Why, because of the constant daily dilution that happens while they pay bills with restricted stock---which is then sold 6 months later at a loss for the lenders.

PBIO finally looks ready pop really big. Their UltraSear and BaroFold are huge industry game changers and their is very little stock outstanding.

PBIO finally looks ready pop really big. Their UltraSear and BaroFold are huge industry game changers and their is very little stock outstanding.

$PBIO Pressure BioSciences Announces Closing of Uncle Bud’s Acquisition in All-Stock Transaction, Completing UltraShear Nanoemulsions Forward Integration with World Class Marketing & Sales


https://www.globenewswire.com/news-release/2024/01/22/2813059/11282/en/Pressure-BioSciences-Announces-Closing-of-Uncle-Bud-s-Acquisition-in-All-Stock-Transaction-Completing-UltraShear-Nanoemulsions-Forward-Integration-with-World-Class-Marketing-Sales.html

SOUTH EASTON, Mass., Jan. 22, 2024 (GLOBE NEWSWIRE) -- Pressure BioSciences, Inc. (OTCQB: PBIO) (“PBIO” or the “Company”), a pioneer in the development and distribution of broadly enabling pressure-based instruments, consumables, and specialty process development and testing services across global industries, including nutraceuticals, food and beverage, health and wellness, cosmetics, biotherapeutics, and more, today announced the closing of its acquisition of natural health and wellness leader Uncle Bud’s (“UB”) in an all-stock transaction. Incorporating UB’s 70+ already popular products, 865K member on-line community, existing sales channels online and with leading large retailers, enviable celebrity spokesperson relationships, and invaluable experience building successful consumer products businesses, PBIO will leverage and integrate the Company’s revolutionary UltraShear™ technology (UltraShear™ or UST™) platform for further improved nanoemulsified products that deliver industry-leading speed of action, effective dosing payload delivery, and long-term stability. With these unique product improvement and differentiation capabilities, PBIO intends to redefine the basis of competition in multiple major market sectors, and to become a leading provider of topicals and other consumer products.

Transaction Terms
Under the terms of the transaction, PBIO acquired all assets and assumed selected liabilities of UB. In addition, the parties agreed to an earnout for additional shares of PBIO Common Stock based on the achievement of revenue and pre-tax income results in 2024. Upon closing, all employees of UB became employees of PBIO and UB became the Consumer Products Business Unit of PBIO. More definitive transaction terms will be included in the Company’s upcoming SEC filings.

Significance of the Transaction

The transaction is expected to be immediately accretive and a major accelerator to PBIO’s top line revenue growth.
The combined companies will be ideally positioned to attract new growth investment, rapidly strengthen their balance sheet, accelerate PBIO’s path to profitability in 2024, and catalyze our drive to uplist to NASDAQ/NYSE.
The co-founders/senior management of UB are experts in branding, celebrity spokesperson management, and online and retail multimedia marketing.
UB will rapidly incorporate PBIO’s best-in-class Nano-CBD into their already highly renowned and successful CBD products, for new market breakaway potential!
Senior management of UB and PBIO are already planning a dozen new products that they believe could be formulated and released in 2024, just using PBIO’s existing UltraShear processed Nano CBD.
UB markets and sells many products in the health & wellness area that are unrelated to Hemp and CBD.
UB has an ongoing partnership with multi-Grammy award-winning Toni Braxton as a highly successful marketing ambassador – and Toni has announced that she is excited to continue as a PBIO/UB spokesperson going forward.
UB has been featured, as well as their hemp and CBD products, in an extensive variety of high profile news outlets and magazines online over the past several years: https://www.unclebudshemp.com/press/.
Expected Financial Impact
PBIO’s President and CEO, Richard T. Schumacher, summarized: “This transaction combines the existing momentum and ready market execution power of Uncle Bud’s with the pivotal scientific and product breakthrough of the UltraShear nanoemulsions processing platform for record-setting product performance and long-term stability. In 2024 alone, we are forecasting a 5-fold leap forward in PBIO revenues to over $10 million, but this is only a steppingstone towards revolutionary impact and sales growth that we expect to achieve across the nutraceuticals, cosmeceuticals, skincare, food/beverage, agrochemical, and other major markets in the following years.”

Jeffrey N. Peterson, PBIO’s Chairman, added: “Our Board and leadership team have carefully sought out this strategic combination of Uncle Bud’s marketing skill and power to combine with PBIO’s world class scientific innovation team. Specifically, this positions PBIO with a fast forward integration capability that will allow us to selectively set the timing and drive the pace of revolutionary change across multiple major markets. This rapid growth engine provides a central platform to leverage new growth capital, restructure and strengthen our balance sheet, and complete our drive to uplist to a national stock exchange in 2024.”

$PBIO Pressure BioSciences Reports New Client Launching Around UltraShear Nanoemulsions Platform with $300,000-plus Product Order

https://www.globenewswire.com/news-release/2024/01/18/2811755/11282/en/Pressure-BioSciences-Reports-New-Client-Launching-Around-UltraShear-Nanoemulsions-Platform-with-300-000-plus-Product-Order.html

SOUTH EASTON, Mass., Jan. 18, 2024 (GLOBE NEWSWIRE) -- Pressure BioSciences, Inc. (OTCQB: PBIO) (“PBIO” or the “Company”), a pioneer in the development and distribution of broadly enabling pressure-based instruments, consumables, and specialty process development and testing services across global industries, including nutraceuticals, food and beverage, health and wellness, cosmetics, and more, announced today the receipt of an Open Order Agreement for the purchase in 2024 of a minimum of 10,000 bottles (over $300,000) of the Company’s Nano-CBD Topical Spray, with an initial product shipment in the coming weeks, from the Company’s west coast manufacturing partner. Subsequent shipments will follow quickly thereafter.

VICAR Holdings, LLC (“VICAR”), the purchaser of this revolutionary Nano-CBD Topical Spray, has recently formed with a central health and wellness mission, focused on the on-line sale of only the highest quality and performance products, featured in a premium “PrescriptionGrade” product line. The company’s website and online store are currently under construction, with the initial PrescriptionGrade products slated for Beta testing in March 2024, and fully launching into sales in Q2 2024. VICAR has proudly announced PBIO’s Nano-CBD Topical Spray will be the first product available through their on-line store. The product will be sold as PrescriptionGrade Nano-CBD.

Manufactured using PBIO’s patented UltraShear™ technology (UltraShear™ or UST™), PrescriptionGrade Nano-CBD is a revolutionary high-performance product providing ultrafast speed of action and unprecedented effectiveness, in a preservative-free, “green/clean” labeled, sterile-filtered and vialed, all plant-based, highly stable topical product design. It is expected to quickly become the compelling natural choice for today’s health and environmentally conscious consumers.

John Hollister, PBIO’s Director of Marketing and Sales, added: “It’s great to come into a New Year with strong momentum. On the heels of our highly strategic Uncle Bud’s announcements over the past week, we see the contract with VICAR Holdings as a clear indication of the great things to come in 2024. Each of these contracts will expand the consumer experience pool, which will help spread the word about the quality and effectiveness of UltraShear-processed CBD. Based on the results in a recent peer-reviewed scientific journal article by Professor ElSohly (University of Mississippi), an acknowledged global natural products expert, we know that PrescriptionGrade Nano-CBD is positioned to become recognized as a top-performing CBD product worldwide – and VICAR customers will soon know this as well.”

Vince Caruso, Managing Member of VICAR Holdings, LLC, said: “Our innovative solution employs PBIO’s revolutionary UltraShear platform, which has been designed to optimize the speed of delivery and absorption of CBD and other oil-soluble nutraceuticals. Through meticulous craftmanship and cutting-edge technology, we elevate our products to “PrescriptionGrade™” standards, ensuring only the highest standards of quality and effectiveness. Our commitment to excellence extends well beyond the all-important formulation, encompassing iconic branding and streamlined order flow systems. With a focus on enhancing health and wellness, our strategy integrates cutting-edge scientific knowledge and professionalism to provide customers with superior tools for helping them achieve a healthier lifestyle.”

Ric Schumacher, President and CEO of PBIO, added: “VICAR has access to over 200,000 monthly website visitors and over 90,000 YouTube subscribers through existing businesses affiliated with Vince and members of his team. VICAR also has exclusive access to multiple billboards in Manhattan as well as thousands of media outlets throughout the U.S. and the world. Their online store will sell only the best of the best in health and wellness products. We are proud that PBIO’s Nano-CBD will be the first product featured on the PrescriptionGrade website and look forward to showcasing many additional PBIO nanoemulsified products during 2024, and beyond.”

“PBIO absolutely no question that they are the ONLY technology that actually works in terms of creating a new breed of oil drops sized so small (nano sized so small you can't see them). “ There's at least a dozen competitors that routinely create drops as low as 10-20 nm (droplets become invisible when they are less than 100nm).

“Nobody has ever been able to do this until PBIO.” Bull Sh*t----Industrial Sonomechanics has been doing it since 2017.

“This new device makes any oil based product absorb into the human or animal or plant body much much faster and better than ever before.” A study published in 2019 came up with similar results. And they used a cheap magnetic stirrer to create droplets in the 35nm range. PBIO's K45 ($200K+ ongoing royalty) needed six passes to get to 60nm. The rest if your post is just a uninformed, nonsensical, hopium fueled, daydream.

PBIO absolutely no question that they are the ONLY technology that actually works in terms of creating a new breed of oil drops sized so small (nano sized so small you can't see them). Nobody has ever been able to do this until PBIO. Look at the list of big and well-known names that buy there machines. Look at the studies done by the top CBD and THC researcher in world. This new device makes any oil based product absorb into the human or animal or plant body much much faster and better than ever before. This is beyond huge. Tis will impact dozens of multi-billion-dollar products fast. Unlike every disruptive technology that has to fight to be adopted, PBIO UltraShear will be PULLED into every oil based product almost overnight because EVERY company will want to beat their competitors BEFORE their competition beats them. Total no brainer here. Load up the truck. https://richardacavalli.wixsite.com/greenplanetmicrocaps/faster-acting-more-powerful-drugs