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): August 14, 2008
PATIENT
SAFETY TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-09727
|
13-3419202
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
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:
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
1.01 Entry
Into a Material Definitive Agreement
During
the period of August 1, 2008 through August 14, 2008, Patient Safety
Technologies, Inc. (the “Company”) sold 1,860,000 shares of its common stock
(“Common Stock”) at $1.25 price per share (for a total of $2,325,000) and issued
five-year warrants to purchase 1,162,500 shares of Common Stock (the “Warrants”)
at an exercise price of $1.40 per share, pursuant to a Securities Purchase
Agreement (the “Agreement”) entered into with several accredited investors (the
“Investors”). The Investors paid $2,325,000 in cash. Pursuant to the terms of
the Agreement, the Company may sell up to an aggregate of $2,500,000 in common
stock and warrants under the Agreement by no later than August 31, 2008. As
part
of the Securities Purchase Agreement, Compass Global Management Limited was
granted a 90 day, Right of First Negotiation on any subsequent equity sales
of
Common Stock or Common Stock Equivalents.
The
Company also entered into a Registration Rights Agreement with the investors
in
the offering, pursuant to which the Company agreed to provide customary
registration rights, including “piggy back” and demand registration right
covering the shares issued under the Agreement and the shares issuable upon
exercise of the Warrants.
The
financing was completed through a private 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 shares of Common Stock, 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
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
(d) Exhibits
| |
99.1
|
Securities
Purchase Agreement
|
| |
99.2
|
Registration
Rights Agreement
|
| |
99.3
|
Form
of Warrants
|
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.
| |
PATIENT
SAFETY TECHNOLOGIES, INC.
|
| |
|
|
| |
|
|
|
Date:
August 14, 2008
|
By:
|
/s/
William
Horne
|
| |
|
Name:
William Horne
|
| |
|
Title:
Chief Financial Officer
|