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 19, 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):
[
]
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 19, 2006, Ault Glazer Bodnar Acquisition Fund LLC (“AGB Acquisition
Fund”) loaned Patient Safety Technologies, Inc. (the “Company”) $85,000.
Together with a prior loan from AGB Acquisition Fund to the Company on January
11, 2006 in the amount of $150,000, AGB Acquisition Fund has loaned the Company
a total of $235,000. As consideration for the January 19, 2006 loan, the Company
issued AGB Acquisition Fund a secured promissory note in the principal amount
of
$85,000 (the “Note”) and entered into a security agreement 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 Note.
The
Note
accrues interest at the rate of 7% per annum, which together with principal
is
due to be repaid on April 19, 2006. 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 April 19, 2006.
Ault
Glazer Bodnar & Company, Inc. is the managing member of AGB Acquisition
Fund. The Company’s former Chairman and Chief Executive Officer, Milton “Todd”
Ault, III, is Chairman and Chief Executive Officer of Ault Glazer Bodnar &
Company, Inc. The Company’s Chief Financial Officer, William B. Horne, is also
Chief Financial Officer of Ault Glazer Bodnar & Company, Inc. The Company’s
President and Secretary, Lynne Silverstein, is Secretary and a director of
Ault
Glazer Bodnar & Company, Inc. Melanie Glazer, Manager of the Company’s
subsidiary Ault Glazer Bodnar Capital Properties, LLC, is also a director of
Ault Glazer Bodnar & Company, Inc. The Company’s management believes the
loan from AGB Acquisition Fund is 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 $85,000 issued January
19, 2006
to Ault Glazer Bodnar Acquisition Fund LLC
|
|
10.1
|
|
Security
Agreement 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. |
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|
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| Dated: January 23, 2006 |
|
By:
/s/
Louis Glazer
MD
|
| |
|
Name:
Louis
Glazer, M.D., Ph.G. |
| |
|
Title:
Chief
Executive Officer |