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): June 29, 2006
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 June 29, 2006, Patient Safety Technologies, Inc. (the "Company")
entered into an agency agreement with CapStone Investments, a registered
broker-dealer ("CapStone"). Pursuant to the agreement, CapStone and its
representatives will act as the exclusive placement agent to the Company in
connection with the Company's proposed offering of private investments in the
public equity of the Company ("PIPE"). The offering of securities is estimated
to be in the range of $2,000,000 to $6,000,000, with the first tranche and
initial funding to the Company to close not later than July 31, 2006. The
Company will pay CapStone a fee in an amount of eight percent (8%) of the total
cash invested in the securities, to be paid at the close of the transaction. In
addition, the Company shall issue CapStone warrants to purchase free-trading
shares of the Company's common stock equal to eight percent (8%) of the total
number of shares issued pursuant to the PIPE. The warrants shall have a strike
price equal to the price paid by the investors in the PIPE. The warrant shall be
issued and delivered to CapStone at the close of the transaction and shall be
exercisable at any time for a period of five (5) years from the date of closing.
In addition, the Company agreed to pay all third party costs, which shall be
capped at $50,000. Such third party costs may include but are not limited to
fees related to consultants and outside counsel to CapStone, and travel
expenses. CapStone will, on a "best efforts" basis through its registered
personnel or through separate registered broker-dealers, arrange for the
offering of the securities within 180 days following the completion and approval
of the pricing of the securities or the completion of the transaction documents.
As previously reported, on April 18, 2006, the Company entered into a
consulting agreement with Ault Glazer Bodnar Securities, LLC ("AGB Securities")
pursuant to which AGB Securities would provide non-exclusive investment banking
and financial advisory services to the Company. On June 29, 2006, AGB Securities
terminated that agreement with the Company.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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10.1 Placement Agency Agreement entered into June 29, 2006 by and
between CapStone Investments and Patient Safety Technologies,
Inc.
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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: July 5, 2006 By: /s/ Lynne Silverstein
-----------------------------
Name: Lynne Silverstein
Title: President
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