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, 2007
PATIENT SAFETY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-124594 13-3419202
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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)
Copies to:
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 29, 2007, Patient Safety Technologies, Inc. (the "Company"),
on behalf of its subsidiary, SurgiCount Medical, Inc. ("SurgiCount"), entered
into an Exclusive License and Supply Agreement (Agreement #1) with A Plus
International, Inc. ("A Plus"), a major manufacturer of medical-related
products. Pursuant to Agreement #1, A Plus agrees to act as the exclusive
manufacturer for SurgiCount's products. A Plus was previously engaged in the
manufacturing of SurgiCount's products under a Supply Agreement dated August 10,
2005, but was not previously engaged as its exclusive supplier for those
products. Pursuant to Agreement #1, A Plus is granted the exclusive, world-wide
license to manufacture and import SurgiCount's products, including the right to
sublicense to the extent necessary to carry out the grant. Agreement #1 is a
requirements contract, with projections of the maximum/minimum level of required
inventory to be provided to A Plus on a quarterly basis. The pricing schedule
shall remain at its current price for the first three (3) years of Agreement #1;
thereafter, the pricing schedule shall be based upon the Cotlook Index and the
RMB exchange rate, as described in Exhibit A to said Agreement #1. The term of
Agreement #1 is eight (8) years. The Company cannot reasonably predict or
estimate the financial impact of Agreement #1 at this time but believes it to be
material.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On January 29, 2007, the Company entered into a subscription agreement
("Agreement #2") with A Plus, pursuant to which the Company sold to A Plus
800,000 shares of the Company's common stock, $.33 par value per share (the
"Common Stock"), at a price of $1.25 per share. The Company received gross
proceeds of $500,000 in cash and will receive $500,000 in product over the
course of the next twelve (12) months. A Plus will also receive a warrant to
purchase shares of the Company's Common Stock (the "Warrant") in the amount of
300,000 warrant shares. The Warrant shall have a term of five (5) years and
shall have an exercise price equal to $2.00 per share. Pursuant to Agreement #2,
the Company granted A Plus piggyback registration rights to register the resale
of the shares of Common Stock.
Also on January 29, 2007, the Company entered into a subscription
agreement ("Agreement #3") with Nite Capital LP ("Nite"), pursuant to which the
Company sold to Nite 80,000 shares of the Company's common stock, $.33 par value
per share (the "Common Stock"), at a price of $1.25 per share. The Company
received gross proceeds of $100,000 in cash. Nite will also receive a warrant to
purchase shares of the Company's Common Stock (the "Warrant") in the amount of
40,000 warrant shares. The Warrant shall have a term of three (3) years and
shall have an exercise price equal to $2.00 per share. Pursuant to Agreement #3,
the Company granted Nite piggyback registration rights to register the resale of
the shares of Common Stock.
Also on January 29, 2007, the Company entered into a subscription
agreement ("Agreement #4") with David Wilstein and Susan Wilstein, as Trustees
of the Century Trust ("Century"), pursuant to which the Company sold to Century
24,000 shares of the Company's common stock, $.33 par value per share (the
"Common Stock"), at a price of $1.25 per share. The Company received gross
proceeds of $30,000 in cash. Century will also receive a warrant to purchase
shares of the Company's Common Stock (the "Warrant") in the amount of warrant
12,000 warrant shares. The Warrant shall have a term of five (5) years and shall
have an exercise price equal to $2.00 per share. Pursuant to Agreement #4, the
Company granted Century piggyback registration rights to register the resale of
the shares of Common Stock.
The foregoing sales of the Company's Common Stock were made in a
private placement exempt from registration requirements pursuant to Section 4(2)
of the Securities Act of 1933, as amended, and Rule 506 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 shares or warrant shares contain, or will contain, restrictive
legends preventing the sale, transfer or other disposition of such shares,
warrant shares or warrants, unless registered under the Securities Act, and each
investor was informed by the Company of these restrictions prior to the sale of
the shares and warrants.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
--------------------------------------------------------------------------------
10.1 License and Supply Agreement dated January 26, 2007 between
Patient Safety Technologies, Inc. and A Plus International,
Inc. (Agreement #1)
10.2 Subscription Agreement dated January 26, 2007 between Patient
Safety Technologies, Inc. and A Plus International, Inc.
(Agreement #2)
10.3 Subscription Agreement dated January 29, 2007 between Patient
Safety Technologies, Inc. and Nite Capital, LP. (Agreement #3)
10.4 Subscription Agreement dated January 29, 2007 between Patient
Safety Technologies, Inc. and David Wilstein and Susan
Wilstein, as Trustees of the Century Trust. (Agreement #4)
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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: February 2, 2007 By: /s/ Lynne Silverstein
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Name: Lynne Silverstein
Title: President
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