Stockholders’ (Deficit) | (10) Stockholders’ (Deficit) Preferred Stock We are authorized to issue 1,000,000 0.01 As of December 31, 2023, there were no shares of Junior A issued and outstanding and no shares of Series A, B, C, G, H, H2, J and K issued and outstanding and as of December 31, 2022, there were no shares of Junior A issued and outstanding, and no shares of Series A, B, C, and E issued and outstanding. Below is a summary table of the preferred stock: Summary of Preferred Stock December 31, 2023 December 31, 2022 Series D Convertible Preferred Stock, $ .01 850 75 300 300,000 $ - $ 3 Series G Convertible Preferred Stock, $ .01 240,000 no 80,570 - 806 Series H Convertible Preferred Stock, $ .01 10,000 no 10,000 - 100 Series J Convertible Preferred Stock, $ .01 6,250 no 3,458 - 35 Series K Convertible Preferred Stock, $ .01 15,000 no 6,880 - 68 Series AA Convertible Preferred Stock, $ .01 10,000 8,645 86 86 Series BB Convertible Preferred Stock, $ .01 1,000 1,219 (1) no 12 - Series CC Convertible Preferred Stock, $ .01 2,000 401 no 4 - Series H2 Convertible Preferred Stock, $ .01 21 no 21 - - Series A Junior Participating Preferred Stock, $ .01 20,000 no - - Series A Convertible Preferred Stock, $ .01 313,960 no - - Series B Convertible Preferred Stock, $ .01 279,256 no - - Series C Convertible Preferred Stock, $ .01 88,098 no - - Series E Convertible Preferred Stock, $ .01 500 no - - Total Convertible Preferred Shares $ 102 $ 1,098 (1) 219 1,000,000 Series D Convertible Preferred Stock On November 11, 2011, we completed a registered direct offering, pursuant to which we sold an aggregate of 843 1,000 843,000 Series D Placement Series D Unit 0.01 Series D Convertible Preferred Stock 84 five 21 24.30 Series D Warrant The Series D Convertible Preferred Stock will rank senior to the Company’s common stock with respect to payments made upon liquidation, winding up or dissolution. Upon any liquidation, dissolution or winding up of the Company, after payment of the Company’s debts and liabilities, and before any payment is made to the holders of any junior securities, the holders of Series D Convertible Preferred Stock will first be entitled to be paid $ 1,000 We may not pay any dividends on shares of common stock unless we also pay dividends on the Series D Convertible Preferred Stock in the same form and amount, on an as-if-converted basis, as dividends actually paid on shares of our common stock. Except for such dividends, no other dividends may be paid on the Series D Convertible Preferred Stock. Each share of Series D Convertible Preferred Stock is convertible into 84 19.50 Series D Conversion Ratio 300 50,000 In addition, in the event we consummate a merger or consolidation with or into another person or other reorganization event in which our shares of common stock are converted or exchanged for securities, cash or other property, or we sell, lease, license or otherwise dispose of all or substantially all of our assets or we or another person acquire 50 The holders of Series D Convertible Preferred Stock are not entitled to vote on any matters presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), except that the holders of Series D Convertible Preferred Stock may vote separately as a class on any matters that would (i) amend, our Restated Articles of Organization, as amended, in a manner that adversely affects the rights of the Series D Convertible Preferred Stock, (ii) alter or change adversely the powers, preferences or rights of the Series D Convertible Preferred Stock or alter or amend the certificate of designation, (iii) authorize or create any class of shares ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Series D Convertible Preferred Stock, or (iv) increase the number of authorized shares of Series D Convertible Preferred Stock. If, within 12 months of the initial issuance of the Series D Convertible Preferred Stock, we issue any common stock, common stock equivalents, indebtedness or any combination thereof (a “ Subsequent Financing the holders of Series D Convertible Preferred Stock will have the right to participate on a pro-rata basis in up to 50% of such Subsequent Financing Series D Warrants All of these warrants have expired. Series AA Convertible Preferred Stock and Warrants During the year ended December 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Company sold an aggregate of 406 1,000 0.01 1,015,000 406,000 3.50 509,130 200 200,100 five year 3.50 245,635 23,004 During the year ended December 31, 2022, there was 4,400 1,727,275 1,658,175 The issuances of our convertible preferred stock and common stock purchase warrants are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative, then it is measured at fair value using the Black Scholes Option Model and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”). If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible preferred stock. We analyzed these warrants issued in 2021 and determined that they were not considered derivatives and therefore recorded the aggregate relative fair value of $ 509,130 406,000 The convertible preferred stock is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible preferred stock is examined for any intrinsic beneficial conversion feature (“BCF”) of which the convertible price of the preferred stock is less than the closing stock price on date of issuance. If the relative fair value method is used to value the convertible preferred stock and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares of common stock the convertible preferred stock is converted into by its terms. The adjusted BCF value of $ 0 873,798 On May 1, 2023, Pressure Biosciences, Inc. (the “Company”) filed Articles of Amendment to Restated Articles of Organization (the “Amendment”) with the Secretary of the Commonwealth of Massachusetts to designate 1,000 0.01 2,000 0.01 Series BB Preferred Stock Rank 0.01 Dividends Voting Rights The holders of Series BB Preferred Stock shall have the right to vote along with the holders of Common Stock in an amount equal to 10,000 votes for each share of Series BB Preferred Stock held. Voluntary Conversion 10,000 Company Forced Conversion 300% 2.50 Series CC Preferred Stock Rank Quarterly Dividends 8% Junior Stock Dividends Class Voting Rights 10% 75% 50% General Voting Rights Liquidation Preference 25,000.00 Voluntary Conversion 2.50 Company Forced Conversion 300% 10 Conversion Restriction 4.99% During the twelve months ended December 31, 2023 the Company converted 245 shares of Series BB convertible preferred stock and had 1,219 shares of Series BB convertible preferred stock outstanding which is 219 shares above the authorized of 1,000. As a result, 219 Series BB shares with an approximately fair value of $ 1,000,000 ● 233 1,360,867 ● 822 3,071,914 397,384 ● 128 563,441 ● 220 602,616 ● 245 62 ● 401 10,017,208 Common Stock Stock Options and Warrants On April 13, 2023, the Board authorized a 3-year extension of common stock warrants held by Series AA preferred shares holders. Therefore, 8,897,603 3,626,950 At the Company’s December 30, 2021 Special Meeting, the shareholder’s approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which 3,000,000 4,920,754 All of the outstanding non-qualified options had an exercise price that was at or above the Company’s common stock share price at time of issuance. On October 18, 2023, the company’s board of directors approved the re-pricing of all issued and outstanding qualified and non-qualified stock option grants to $ 0.25 As of December 31, 2022, total unrecognized compensation cost related to the unvested stock-based awards was $ 15,312 1.09 1.30 0 1.53 The following tables summarize information concerning options and warrants outstanding and exercisable: Schedule of Options and Warrants Outstanding and Exercisable Stock Options Warrants Total Shares Weighted Shares Weighted Shares Exercisable Balance outstanding, December 31, 2021 1,333,101 $ 0.72 16,207,108 $ 3.50 17,540,209 17,308,567 Granted - - 277,500 3.50 277,500 - Exercised (25,279 ) 0.69 - - (25,279 ) Expired - - (205,839 ) 3.50 (205,839 ) Balance outstanding, December 31, 2022 1,307,822 $ 0.72 16,278,769 $ 3.50 17,586,591 17,570,591 Granted 7,151,238 0.25 100,000 3.50 7,251,238 - Exercised (117,552 ) 0.69 - - (117,552 ) Expired - - (801,415 ) 3.50 (645,829 ) Forfeited (3,420,754 ) - - - (3,420,754 ) Balance outstanding, December 31, 2023 4,920,754 $ 0.25 15,577,354 $ 3.50 20,628,305 18,625,326 Schedule of Share-based Compensation Stock Option Plans by Exercise Price Range Options Outstanding Options Exercisable Weighted Average Weighted Average Range of Number of Remaining Exercise Number of Remaining Exercise $ 0.25 $ 1.00 4,920,754 8.5 $ 0.25 3,047,972 7.8 $ 0.25 $ 1.01 $ 3.00 - - $ - - - $ - 4,920,754 8.5 $ 0.25 3,047,972 7.8 $ 0.25 Common Stock Issuances For the year ended December 31, 2023 the Company recognized 117,552 shares issued with a fair value of $ 81,111 for stock option exercises; issued 2,150,000 shares for services rendered with a fair value of $ 2,082,544 ; 2,552,300 shares with a fair value of $ 2,028,748 for debt extensions; 203,613 shares with a fair value of $ 509,033 for conversion of debt and interest; 729,571 shares with a fair value of $ 386,936 for dividends paid in kind; 11,878,135 shares with a fair value of $ 8,226,186 for interest paid-in-kind; 1,625,642 shares for stock issued with debt with a fair value of $ 790,975 , 60,000 shares with a fair value of $ 150,000 for sale of common stock, 2,454,000 624,000 62 537,940 For the year ended December 31, 2022 the Company recognized 25,279 17,443 255,500 392,175 1,423,800 2,198,861 181,918 467,092 4,400 236,221 386,300 1,766,266 2,943,139 659,000 873,854 10,000 25,000 During the year ended December 31, 2023, the Company accrued approximately $ 5.3 2.7 For our loan dated December 23, 2020, we are obligated to issue 100,000 warrants if the loan is not repaid before January 23, 2021 and an additional 10,000 shares of common stock and 100,000 warrants if the loan is not repaid before February 23, 2021. We are also obligated to issue 10,000 shares of common stock and 200,000 warrants if the loan is not repaid before March 23, 2021. During the year ended December 31, 2021 the Company issued 400,000 3.50 600,298 10,000 For the twelve months ended December 31, 2023, the Company issued 100,000 warrants (four-year term at a $3.50 exercise price) to acquire common stock at a fair value of $ 61,609 to a consultant for professional services. For the twelve months ended December 31, 2022, the Company issued a total of 277,500 280,608 3.50 3 5 ● 120,000 93,576 ● 100,000 132,537 ● 57,500 54,495 |