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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): September 17,
2018
Pharma-Bio
Serv, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-50956
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20-0653570
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6 Road
696, Dorado, Puerto Rico
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00646
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(787)
278-2709
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b2 of the Securities Exchange Act of
1934 (§240.12b2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of
Assets.
On
September 17, 2018, Pharma-Bio Serv, Inc. (the
“Company”) completed the previously announced sale of
substantially all of the assets of its laboratory business (the
“Laboratory Assets”) pursuant to the Asset Purchase
Agreement, dated August 13, 2018, by and between Scienza Labs,
Inc., a subsidiary of the Company, and Romark Global Pharma, LLC
for $5 million ($1.75 million in cash, $3.0 million in the form of
a promissory note payable over two years, and $0.25 million from
the application of a previously paid deposit).
On
September 21, 2018, the Company issued a press release announcing
the sale of the Laboratory Assets. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro
forma financial information
The unaudited pro forma condensed consolidated balance sheet as of
July 31, 2018, the unaudited pro forma condensed consolidated
statements of operations for the nine months ended July 31, 2018
and for the year ended October 31, 2017 and the related notes are
attached hereto as Exhibit 99.2 and incorporated herein by
reference.
(d) Exhibits
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Exhibit No.
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Description
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Press release, dated September 21, 2018
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Unaudited pro forma condensed consolidated financial statements of
Pharma-Bio Serv, Inc.
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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 hereunto duly authorized.
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PHARMA-BIO SERV,
INC.
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Date: September 21,
2018
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By:
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/s/ Pedro J.
Lasanta
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Pedro J.
Lasanta
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Chief
Financial Officer, Vice President Finance and
Administration
and Secretary
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