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): January 29, 2009
PATIENT
SAFETY TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-09727
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13-3419202
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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43460
Ridge Park Drive, Suite 140
Temecula,
California 92590
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (951) 587-6201
(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 and 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))
Item
1.01 Entry Into a Material
Definitive Agreement
On
January 29, 2009, Patient Safety Technologies, Inc. (the “Company”), entered
into a Senior Secured Note and Warrant Purchase Agreement, pursuant to which,
the Company sold Senior Secured Promissory Notes (the “Notes”) in the principal
amount of $2,550,000 and warrants to purchase 1,530,000 shares of the Company’s
common stock (the “Warrant”), to several accredited investors (the
“Investors”). The Investors paid $2,000,000 in cash and converted
$550,000 of existing debt and accrued interest into the new
Notes. The Notes accrue interest at 10% per annum, throughout the
term of the notes, and unless earlier converted into a Financing Round, have a
maturity date of January 29, 2011. The Warrants have an exercise
price of $1.00 and expire on January 29, 2014.
The Note
Holders have the option to participate in the next issuance of Securities issued
by the Company for cash or the exchange of debt, taking place after the Closing
and prior to the Note’s maturity date. The Company has the right to
prepay the unpaid principal and interest due on the Notes without any prepayment
penalty. The Notes are secured by essentially all of the Company’s
assets including but not limited to the Company’s interest in their primary
operating subsidiary, SurgiCount Medical Technologies, Inc.
The
financing was completed through a debt placement to one or more accredited
investors and was exempt from registration under the Securities act of 1933, as
amended (the “Securities Act”), pursuant to Section 4(2) thereof and Rule 506
thereunder. The Warrants and the shares issuable upon exercise of the
Warrants have not yet been registered under the Securities Act or any state
securities laws. Unless so registered, such securities may not be
offered or sold absent an exemption from, or in a transaction not subject to,
the registration requirement of the Securities Act and any applicable state
securities laws.
The press
release announcing the transaction is filed as an exhibit hereto.
The
foregoing description of the transaction and material agreements is only a
summary, does not purport to be complete and is qualified in its entirety by
reference to the definitive transaction documents which are filed as exhibits
hereto.
Item
3.02. Unregistered Sales of Equity
Securities
The
information called for by this item is contained in Item 1.01 above, which is
incorporated herein by reference.
Item
9.01 Financial Statements and
Exhibits
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99.1
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Form
of Senior Secured Note and Warrant Purchase Agreement
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99.2
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Form
of Senior Secured Note
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99.3
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Form
of Security Agreement
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99.4
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Form
of Warrant
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99.5
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Press
Release, dated January 29,
2009
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SIGNATURES
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, thereunto
duly authorized.
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PATIENT
SAFETY TECHNOLOGIES, INC.
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Date: January
30, 2009
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By:
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/s/ Mary A. Lay
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Name: Mary
A. Lay
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Title:
Interim Chief Financial
Officer
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