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): August 31, 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
2.04 Triggering Events That Accelerate or Increase a Direct Financing Obligation
or an Obligation under an Off-Balance Sheet Arrangement.
On
June
6, 2006 Patient Safety Technologies, Inc. (the “Company”), entered into a
Secured Convertible Note and Warrant Purchase Agreement (the “Purchase
Agreement”) pursuant to which the Company sold a $1,100,000 principal amount
Secured Convertible Promissory Note (the “Note”) and a warrant to purchase
401,460 shares of the Company’s common stock (the “Warrant”) to Alan E. Morelli
(“Mr. Morelli”). The Note accrues interest at the rate of 12% per annum through
July 6, 2006, after which the interest rate increases to 15% per annum from
July
6, 2006 through the date the loan is repaid. The principal amount of the Note
and any accrued but unpaid interest is due to be paid upon the earlier of (a)
July 6, 2006, or at the option of the Company, October 6, 2006, or (b) the
occurrence of an event of default. The Company is required to make a mandatory
repayment of its obligations under the Note upon the sale of 50% or more of
the
equity interest of the Company to any person or group or any sale of 50% or
more
of the assets of the Company in a single transaction or series of related
transactions. For more information, see the Company’s Current Report filed with
the Securities and Exchange Commission on Form 8-K on June 9, 2006 (the “Current
Report”).
The
Company subsequently defaulted, and on August 31, 2006, the Company received
a
Notice of Foreclosure from
Mr.
Morelli, which states that on or after September 11, 2006, Mr. Morelli
will
commence the disposition of some or all of the collateral securing the
Note.
As
of the
date of this report, the Company has reached a preliminary understanding
with an
outside lender with whom it intends to enter into a new loan agreement,
proceeds
of which will be used to pay the outstanding amount of the Note and any
other
obligations owed to Mr. Morelli. The Company intends to pay Mr. Morelli
in full
on or prior to September 11, 2006, to prevent Mr. Morelli from foreclosing
on
the Collateral.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
None.
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. |
| |
|
|
|
| Dated:
September 7, 2006 |
|
By: |
/s/ Lynne Silverstein |
| |
|
Name: |
Lynne Silverstein |
| |
|
Title: |
President |