UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~The Securities ~~and~~ Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~January 1819, ~~2023~~2024

PRESSURE BIOSCIENCES, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Massachusetts		001-38185		04-2652826
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14 Norfolk Avenue

South Easton, MAMassachusetts 02375

(Address of principal executive offices,) ~~including~~(Zip ~~zip code~~Code)

Registrant’s telephone number, including area code: (508) 230-1828

~~(Registrant’s telephone number, including area code)~~N/A

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~report)

~~☐ Written communication pursuant to Rule 425 under~~ Check the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ~~☐ Pre-commencement communications pursuant to Rule 13e-4(c)~~ under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~13e-4(c))~~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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230~~1.~~405) or~~01 ~~Rule~~Entry ~~12b-2~~into ofa ~~the~~Material ~~Securities~~Definitive ~~Exchange Act of 1934 (17 CFR §240~~Agreement.~~12b-2).~~

~~Emerging~~Acquisition ~~growth~~of ~~company~~Assets ☐and Liabilities from CBH International LLC, dba “Uncle Bud’s.”

IfOn anJanuary ~~emerging~~9, ~~growth~~2024, ~~company~~Pressure BioSciences, ~~indicate~~Inc. by(the ~~check~~“Company”) ~~mark~~and ifCBH International LLC, dba “Uncle Bud’s,” (“Uncle Bud’s”) signed an Asset Purchase Agreement (the ~~registrant~~“Agreement”) ~~has~~for ~~elected~~the ~~not~~Company to ~~use~~acquire ~~the~~all ~~extended~~of Uncle ~~transition~~Bud’s ~~period~~assets ~~for~~and ~~complying~~assume selected liabilities, including a $734,000 long-term loan. Uncle Bud’s stockholders received ~~with~~127 ~~any~~shares ~~new~~in orPBIO ~~revised~~convertible ~~financial~~Series ~~accounting~~DD ~~standards~~Preferred ~~provided~~Stock ~~pursuant~~that converts into 2,540,000 common shares of PBIO. Such shares are subject to ~~Section~~standard ~~13(a)~~restrictions on resale. In addition, the parties agreed to an earnout for additional shares of PBIO Common Stock worth up to $4,000,000 based on the ~~Exchange~~achievement ~~Act~~of revenue and pre-tax income results in 2024. ☐Upon the closing, all employees of Uncle Bud’s have become employees of PBIO and Uncle Bud’s has become the Consumer Products Business Unit of the Company.

~~Item~~The ~~5.02~~foregoing ~~Departure~~description of ~~Directors~~the orterms ~~Certain~~of ~~Officers;~~the ~~Election~~Agreement ofdoes ~~Directors;~~not ~~Appointment~~purport ofto ~~Certain~~be ~~Officers;~~complete ~~Compensatory~~and ~~Arrangements~~is ofqualified in its entirety by the complete ~~Certain~~text ~~Officers~~of the document attached as Exhibit 10.1 to this Current Report on Form 8-K.

OnItem ~~October 18, 2023, the Board of Directors (the “Board”) of Pressure BioSciences, Inc~~8. (the “Company”) approved an amendment (the “Amendment”) to the Pressure BioSciences, Inc. 2021 Equity Incentive Plan (the “Plan”). The Plan originally provided that no one person could be granted awards pursuant to the Plan during any one fiscal year to purchase more than 300,000 shares of the Company’s common stock, par value $0.01 ~~per~~Other ~~share (the “Common Stock”)~~Events. ~~Pursuant to the amendment, the yearly limit for any one person was raised to 500,000 shares of Common Stock.~~

On ~~the~~January ~~same~~22, ~~date~~2024, the ~~Board~~Company ~~granted~~issued ~~stock options to~~ a ~~number~~press ofrelease ~~employees~~announcing ~~and consultants along with~~ the ~~stock~~closing ~~options detailed below to four members~~ of the ~~Board~~acquisition ~~(Jeffrey Peterson, Kevin Pollack, Vito Mangiardi, and Mickey Urdea) and to each~~ of ~~the~~Uncle ~~Company~~Bud’s ~~named executive~~assets ~~officers (Richard Schumacher, Edmund Ting,~~ and ~~Alexander Lazarev) with each option having an exercise price of $0.25 per share (one cent higher than~~ the ~~$0.24 closing price of the Common Stock on October 17, 2023). Each award of options expires on October 18,~~assumption ~~2033. The options for the members~~ of ~~the~~selected ~~Board vest in equal amounts over twelve (12) months~~liabilities. ~~The options for Mr. Schumacher and Drs. Ting and Lazarev were each vested 25% on the date of issuance and 25% of the options vest each year for the next three (3) years.~~

~~The~~A ~~Board~~copy ~~members~~of ~~were granted~~ the ~~following~~press ~~options~~release ~~to purchase shares~~ of ~~Common~~the ~~Stock:~~Company ~~Mr.~~is ~~Peterson~~included –as ~~162,980;~~Exhibit Mr99.1 ~~Pollack – 86,103; Mr. Mangiardi – 79,953; and Mr. Urdea – 73,802. The named executive officers were granted the following options to purchase shares~~ of ~~Common~~this ~~Stock:~~Report ~~Mr. Schumacher – 338, 261;~~ and ~~each~~is ofincorporated ~~Drs.~~by ~~Ting~~reference ~~and Lazarev – 92,253~~herein.

InItem ~~addition, on the same date, the Board approved the repricing of all outstanding options (including those held by the Board members and the named executive officers) to $0~~9.~~25.~~01 ~~The~~Financial ~~previous~~Statements ~~exercise prices of the outstanding stock options held by the Board members~~ and ~~the named executive officers ranged from $0.69 to $1.50.~~Exhibits

~~SIGNATURE~~(d) Exhibits

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.

Exhibit Number		Exhibit Description

10.1		Asset Purchase Agreement between Pressure BioSciences, Inc. and CBH International LLC, dated January 9, 2024.*

99.1		Press Release, dated January 22, 2024.

104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

	PRESSURE BIOSCIENCES, INC.
Date: October 23, 2023	By:	/s/ Richard T. Schumacher
		Richard T. Schumacher
		President and Chief Executive Officer

* We have omitted certain schedules to this agreement in accordance with Item 601(b)(2) of Regulation S-K, and we will supplementally furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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, thereunto duly authorized.

	PRESSURE BIOSCIENCES, INC.

Dated: January 25, 2024	By:	/s/ Richard T. Schumacher
		Richard T. Schumacher
		President

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