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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
WASHINGTON, D.C. 20549 OMB NUMBER: 3235-0058
EXPIRES: MARCH 31, 2006
FORM 12b-25 ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE .... 2.50
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SEC FILE NUMBER 0-21615
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CUSIP NUMBER: 74112E 10 9
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NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER: 0-21615
(CHECK ONE): /X/Form 10-K / /Form 20-F / / Form 11-K / /Form 10-Q / /Form N-SAR / /Form N-CSR
For Period Ended: DECEMBER 31, 2004
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/X/ Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and Form 10-QSB
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
PRESSURE BIOSCIENCES, INC.
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Full Name of Registrant
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Former Name if Applicable
321 MANLEY STREET
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Address of Principal Executive Office (STREET AND NUMBER)
WEST BRIDGEWATER, MA 02379
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
/X/ day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof, will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR
or the transition report or portion thereof, could not be filed within the
prescribed time period.
THE COMPANY IS UNABLE TO FILE ITS ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004 WITHIN THE PRESCRIBED TIME PERIOD BECAUSE
THE COMPANY HAS HAD DIFFICULTY CLOSING ITS BOOKS FOR THE YEAR DUE TO THE RECENT
SALE OF THE ASSETS OF THE COMPANY'S BBI DIAGNOSTICS AND BBI BIOTECH BUSINESS
UNITS TO SERACARE LIFE SCIENCES, INC. ("SERACARE"), WHICH WAS COMPLETED ON
SEPTEMBER 14, 2004. IN ADDITION, DUE TO THE COMPLEXITY OF THE COMPANY'S RECENTLY
COMPLETED TRANSACTIONS, IT HAS BEEN DIFFICULT OBTAINING ALL THE INFORMATION
NECESSARY TO COMPLETE THE COMPANY'S YEAR END AUDIT. AS A RESULT OF THE
FOREGOING, IT IS TAKING THE COMPANY LONGER THAN ANTICIPATED TO COMPLETE THE
ANNUAL REPORT ON FORM 10-KSB.
(Attach extra Sheets if Needed)
SEC 1344 (07-03) PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
RICHARD T. SCHUMACHER 508 580-1818
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s).
/X/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
IN JUNE 2004, WE COMPLETED THE SALE OF SUBSTANTIALLY ALL OF THE
ASSETS AS WELL AS SELECTED LIABILITIES OF BBI SOURCE SCIENTIFIC, INC. (THE
COMPANY'S LABORATORY INSTRUMENTATION DIVISION) TO SOURCE SCIENTIFIC, LLC. IN
SEPTEMBER 2004, WE COMPLETED THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS AS
WELL AS SELECTED LIABILITIES OF OUR BBI DIAGNOSTICS AND BBI BIOTECH BUSINESS
UNITS TO SERACARE. ACCORDINGLY, THE RESULTS OF OPERATIONS TO BE CONTAINED IN
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER
31, 2004 WILL REPORT THE RESULTS OF THE COMPANY'S REMAINING OPERATIONS, WHICH
CONSIST OF ITS PRESSURE CYCLING TECHNOLOGY ("PCT") RELATED ACTIVITIES,
INCLUDING BBI BIOSEQ, INC., AND THE PORTION OF CORPORATE ACTIVITIES DIRECTLY
ASSOCIATED WITH THE COMPANY'S REMAINING CORPORATE FUNCTIONS INCLUDING COSTS
ASSOCIATED WITH BEING A PUBLIC COMPANY. OPERATING RESULTS OF BBI SOURCE
SCIENTIFIC, INC., EXCLUDING ANY PCT RELATED ACTIVITIES, TOGETHER WITH SOURCE
SCIENTIFIC, LLC, WILL BE REPORTED AS "OTHER OPERATING CREDITS AND CHARGES".
THE OPERATING RESULTS OF THE COMPANY'S BBI DIAGNOSTICS AND BBI BIOTECH
DIVISIONS THROUGH THE DATE OF THE SALE OF SUCH BUSINESS UNITS, TOGETHER WITH
THE RESULTS OF THE DISCONTINUED OPERATIONS OF THE COMPANY'S CLINICAL
LABORATORY TESTING SERVICES SEGMENT, WILL BE REPORTED AS "DISCONTINUED
OPERATIONS". CERTAIN AMOUNTS INCLUDED IN THE PRIOR PERIOD'S FINANCIAL
STATEMENTS WILL BE RECLASSIFIED TO CONFORM TO THE CURRENT PERIOD'S
PRESENTATION. AS DESCRIBED IN PART III ABOVE, GIVEN THE COMPLEXITY OF THE
TRANSACTIONS COMPLETED DURING THE FISCAL QUARTER ENDED SEPTEMBER 30, 2004 AND
THE DIFFICULTY THE COMPANY HAS HAD IN CLOSING ITS BOOKS AND OBTAINING
INFORMATION FOR THE ANNUAL AUDIT DUE TO THE RECENT SALE OF THE ASSETS OF THE
COMPANY'S BBI DIAGNOSTICS AND BBI BIOTECH BUSINESS UNITS, IT IS DIFFICULT TO
PROVIDE A REASONABLE ESTIMATE OF THE COMPANY'S RESULTS WITH RESPECT TO THESE
BUSINESSES. HOWEVER, THE COMPANY DOES EXPECT TO REPORT A SIGNIFICANT GAIN AS
A RESULT OF THE SALE OF ITS BBI DIAGNOSTICS AND BBI BIOTECH BUSINESS UNITS TO
SERACARE.
THE COMPANY DOES NOT EXPECT ANY SIGNIFICANT CHANGE IN THE RESULTS OF
OPERATIONS FROM THE CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR RELATIVE TO
ITS CONTINUING OPERATIONS.
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PRESSURE BIOSCIENCES, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: APRIL 1, 2005 By: /s/ RICHARD T. SCHUMACHER
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Name: RICHARD T. SCHUMACHER
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
____________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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