Each share of the 500 shares of preferred stock to be sold to Ironridge is convertible into roughly 980 shares of common stock, which is determined by dividing the stated value of the Series E preferred stock of $1,000 by a fixed conversion price of $1.02 per share.
The conversion price is not subject to any price anti-dilution protection, and Ironridge will receive no warrants. There are also few restrictive covenants and no amortization provisions in the transaction, the company said.
The company's patented Pressure Cycling Technology (PCT) platform uses rapid and repeating cycles of hydrostatic pressure at controlled temperatures to extract cell components in the preparation of a biological sample, such as DNA, RNA, and proteins from humans, animals and plants, for further study.
The applications of the company's PCT-based products are endless - from the key $2 billion target market of mass spectrometry, an analytical technique used to determine the characteristics of molecules, to biomarker discovery, forensics and counter-bioterrorism, among other uses.
The preferred stock sold will accrue dividends at 10.5 percent per year, subject to a credit risk and make-whole adjustment, and is payable in cash or shares of registered common stock at the discretion of Pressure BioSciences.
Under certain conditions and subject to certain limitations, the company said it may require Ironridge to convert their preferred stock into common stock. Ironridge said it has never shorted the company's stock, and does not hold any short position in the company.
"We are very impressed with PBI's patented and enabling Pressure Cycling Technology (PCT)
Platform, their existing customer base, their accomplishments over the past year, and their hard-working and talented staff," said Ironridge managing director, Brendan O'Neil.
"We are excited about this financing transaction, and hope this is the beginning of a long and mutually beneficial relationship."
The transaction is subject to customary closing conditions, the parties said, but is expected to close later this week.
Richard T. Schumacher, president and CEO of Pressure BioSciences, added: "We appreciate Ironridge's life science focus, and believe they are a great capital partner for us as we seek to fill a large and growing need in the sample preparation marketplace in the life sciences industry."
Since Pressure BioSciences began commercial operations in the middle of 2007, it has come a long way, releasing a number of PCT-based products geared towards the $6 billion sample preparation market, including three pressure-generating instruments named Barocyclers, a patent-pending sample homogenization device (The Shredder SG3), five types of single-use processing containers and six different, application-specific reagent kits.
Already, the company has installed around 200 of its PCT Barocycler instruments plus required consumables in laboratories. The sample preparation system has been proven to be safer, more accurate, reproducible, and much faster than current cell extraction methods - with up to 48 samples able to be processed from a wide variety of cells and tissues within minutes.
Indeed, Pressure BioSciences has been accelerating its commercialization efforts as of late.
In March, the life sciences company inked another distribution deal with Netherlands-based life sciences company LA Biosystems BV, and a month earlier it announced the signing of a co-marketing and selling agreement with Digilab. Late last year, the company inked a partnership with IUL to distribute its PCT product line in Germany and Switzerland.
Pressure BioSciences also announced in March that the Henry C. Lee (HCL) Institute of Forensic Sciences will evaluate the use of the company's PCT platform for the extraction of DNA and other biomolecules in a number of forensic areas.