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): November 30, 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
3.02 Unregistered Sales of Equity Securities.
Between
November 30, 2006 and December 15, 2006, the Company entered into a Subscription
Agreement with several accredited investors, relating to the issuance and sale
by the Company of shares of its common stock, $.33 par value per share (the
“Shares”), and three-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 Subscription Agreement, the Company issued and sold to these nine
investors an aggregate of 238,000 Shares at $1.25/share and Warrants to purchase
an aggregate of up to 119,000 Warrant Shares. These issuances resulted in
aggregate gross proceeds to the Company of $297,500.00.
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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Patient
Safety Technologies, Inc.
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| Dated:
February 9, 2007 |
By: |
/s/
Lynne Silverstein |
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Name:
Lynne
Silverstein |
| |
Title:
President |