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): March 7, 2007
Patient
Safety Technologies, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
333-124594
(Commission
File
Number)
|
13-3419202
(I.R.S.
Employer
Identification
Number)
|
1800
Century Park East, Ste. 200, Los Angeles, CA 90067
(Address
of principal executive offices) (zip code)
(310)
895-7750
(Registrant's
telephone number, including area code)
Marc
J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
3.02 Unregistered Sales of Equity Securities.
From March
7 to March 13, 2007 the Company sold a total of $600,000 of its common
stock, $.33 par value per share, to insiders or existing stockholders, all
accredited investors. The sale included five-year warrants (the “Warrants”) to
purchase additional shares of the Company’s common stock (the “Warrant Shares”),
in a private placement (the “Private Placement”) exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the terms of the offering, the Company issued and sold to
these six investors an aggregate of 480,000 Shares at $1.25/share and
Warrants to purchase an aggregate of up to 240,000 Warrant Shares. These
issuances resulted in aggregate gross proceeds to the Company of $600,000 and
no
discount or commission was paid by the Company in connection with such
issuances.
Each
Warrant issued in connection with the Private Placement allows the holder
thereof to purchase Warrant Shares at an exercise price per Warrant Share equal
to $2.00 per share. Each Warrant further specifies that the Company may require
the holder thereof to exercise the Warrant in accordance with its terms for
50%
of the Warrant Shares subject thereto upon the occurrence of any one of a number
of specified events when, after any such specified occurrence, the average
closing price of the Company’s common stock during any period of five
consecutive trading days exceeds 200% of the Warrant’s exercise price per share.
The
foregoing sales of the Shares and the Warrants were made in reliance upon the
exemption provided in Section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder. No form of general solicitation or general
advertising was conducted in connection with the Private Placement. Each of
the
Warrants and the certificates representing the Shares or Warrant Shares contain,
or will contain, restrictive legends preventing the sale, transfer or other
disposition of such Shares, Warrants or Warrant Shares unless registered under
the Securities Act, and each investor was informed by the Company of these
restrictions prior to the sale and issuance of the Shares and the
Warrants.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
|
|
| |
Patient Safety Technologies,
Inc. |
|
|
|
| Dated:
March 13, 2007 |
By: |
/s/ Lynne Silverstein |
| |
Name:
Lynne Silverstein |
| |
Title:
Executive
Vice President |