Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. PREMIER BIOMEDICAL INC (1515740) 10-K published on May 15, 2020 at 5:18 pm
Reporting Period: Dec 30, 2019
In April 2020, we signed a joint venture agreement with two other companies to pursue the funding and research and development on our patented extracorporeal therapy for the safe removal of targeted antigens from the blood and targeted organs. In the case of COVID-19, this entails removal of specific compounds which allow the virus to replicate, which may eliminate mutations of the virus. In preparation for the joint venture, we filed a new provisional patent entitled “Method for Treating and Curing COVID-19 Infection.” Following the start of the joint venture, we filed another provisional patent entitled “Method for Treating Covid-19 Inflammatory Cytokine Storm for the Reduction of Morbidity and Mortality in Covid-19 Patients”. It is too early to tell whether these technologies will have any practical application.
On May 12, 2020, we assigned our rights in these two patents to Technology Health, Inc. pursuant to an Intellectual Property Agreement in hopes that they will be able to finance and develop the technologies. The assignment is part of an agreement with Technology Health, Inc., and two other companies to pursue a novel coronavirus extracorporeal treatment which combines our antigen mapping technique with Datatecnics’ laser ablation technology in a focused “Map and ZapTM” treatment protocol disclosed in a provisional patent application that is intended to eliminate COVID-19 antigens and potential mutations. Research is expected to start in the second quarter of 2020 to develop complexing agents to bind with coronavirus antigens which can be illuminated and eliminated using a computer-controlled targeting and laser system. The proposed hospital/clinic process would illuminate the compounded molecular target disease antigens for destruction by a nano-focus laser, and the purified blood would then be returned to the patient.
The significant outbreak of COVID-19 has resulted in a widespread health crisis, which has negatively impacted and could continue to negatively impact the global economy. In addition, the global and regional impact of the outbreak, including official or unofficial quarantines and governmental restrictions on activities taken in response to such event, could have a negative impact on our operations and our ability to identify, review and explore alternatives for the Company. More broadly, the outbreak could potentially lead to an economic downturn that could limit the potential opportunities available to us via merger, acquisition or business combination.
We are currently in default on the Note issued on August 8, 2017 because the Maturity Date has passed. Per the terms of the Notes, the Selling Shareholders have the option to demand payment of 130% of the outstanding principal amount of a Note and any accrued and unpaid interest thereon. We are currently unable to pay these amounts in full. If the Selling Shareholders elect to exercise this right rather than convert the Notes, we could possibly face litigation. If we repay the Notes or any part thereof, we may not be able to satisfy the obligations we have to other business partners and may be forced to cease our business operations. Any action by the Selling Shareholders would adversely affect our financial position and ability to operate.
If we do not continue to meet the eligibility requirements of the Pink Sheets Current tier, our common stock may be removed from Pink Sheets Current and moved for quotation on a lower tier of the marketplace maintained by OTC Markets Group, Inc., which may make it more difficult for investors to resell their shares due to suitability requirements.
On October 4, 2019, we entered into an Equity Purchase Agreement dated October 3, 2019 with Green Coast Capital International SA, a Panama corporation, pursuant to which we agreed to sell, and Green Coast, or its assigns, agreed to purchase, up to Five Million Dollars ($5,000,000) of our common stock. Pursuant to the terms of 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 common stock during the five (5) Trading Days immediately following the Clearing Date associated with our Put Notice and in an amount of the lesser of (i) $1,000,000 or (ii) 200% of the average daily trading volume of our common stock in the ten (10) Trading Days immediately preceding the date we give notice to Green Coast. We may issue multiple Put Notices to Green Coast, 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 a registration 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.