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): February 23, 2006
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
1.01 Entry Into a Material Definitive Agreement.
On
February 23, 2006 Ault Glazer Bodnar Acquisition Fund LLC (“AGB Acquisition
Fund”) loaned Patient Safety Technologies, Inc. (the “Company”) $12,000. On
February 28, 2006 AGB Acquisition Fund loaned the Company $60,000. Together
with
prior loans from AGB Acquisition Fund to the Company during 2006, to date AGB
Acquisition Fund has loaned the Company a total of $412,750, of which $340,750
was repaid on February 8, 2006. As consideration for the February 23, 2006
loan
and the February 28, 2006 loan, the Company issued AGB Acquisition Fund two
secured promissory notes in the principal amounts of $12,000 and $60,000,
respectively (the “Notes”), and entered into security agreements granting AGB
Acquisition Fund a security interest in the Company’s personal property and
fixtures, inventory, products and proceeds as security for the Company’s
obligations under the Notes.
The
Notes
accrue interest at the rate of 7% per annum, which together with principal
is
due to be repaid two months after the loans were made. At the option of the
Company, payments of principal and interest may be paid by exchange of any
securities owned by the Company valued on the day before the maturity date
of
the Notes.
Ault
Glazer Bodnar & Company Investment Management, LLC (“AGB & Company IM”)
is the managing member of AGB Acquisition Fund. The managing member of AGB
&
Company IM is Ault Glazer Bodnar & Company, Inc. (“AGB & Company”). The
Company’s former Chairman and Chief Executive Officer, Milton “Todd” Ault, III,
is Chairman, Chief Executive Officer and President of AGB & Company. The
Company’s Chief Financial Officer, William B. Horne, is also Chief Financial
Officer of AGB & Company. The Company’s President and Secretary, Lynne
Silverstein, is Secretary and a director of AGB & Company. Melanie Glazer,
Manager of the Company’s subsidiary Ault Glazer Bodnar Capital Properties, LLC,
is also a director of AGB & Company. The Company’s management believes the
loans from AGB Acquisition Fund are on terms at least as favorable as could
be
obtained from an unrelated third party.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See
Item
1.01 above.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number
|
|
Description
|
4.1
|
|
Secured
Promissory Note in the principal amount of $12,000 issued February
23,
2006 to Ault Glazer Bodnar Acquisition Fund LLC
|
4.2
|
|
Secured
Promissory Note in the principal amount of $60,000 issued February
28,
2006 to Ault Glazer Bodnar Acquisition Fund LLC
|
10.1
|
|
Security
Agreement dated February 23, 2006 by and between Ault Glazer Bodnar
Acquisition Fund LLC and Patient Safety Technologies,
Inc.
|
10.2
|
|
Security
Agreement dated February 28, 2006 by and between Ault Glazer Bodnar
Acquisition Fund LLC and Patient Safety Technologies,
Inc.
|
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 1, 2006 |
By: |
/s/ Louis
Glazer M.D. |
|
Name:
Louis
Glazer, M.D., Ph.G. |
|
Title:
Chief
Executive Officer |