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 26, 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):
[
]
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
3.02 Unregistered Sales of Equity Securities.
From
March 26 to March 30, 2007 the Company sold a total of $1,787,000 of its common
stock, $.33 par value per share, to a group of approximately 25 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
investors an aggregate of 1,429,600 Shares at $1.25/share and Warrants to
purchase an aggregate of up to 714,800 Warrant Shares. These issuances resulted
in gross proceeds to the Company of $1,787,000.
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.
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|
|
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Patient
Safety Technologies, Inc. |
|
|
|
| Dated:
March 30, 2007 |
By: |
/s/ Lynne Silverstein |
| |
Name:
Lynne
Silverstein |
| |
Title:
Executive
Vice President |