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): September 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
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
On
September 8, 2006 Patient Safety Technologies, Inc. (the “Company”) paid in full
the outstanding obligation (the “Payoff”) in the amount of $1.1 million,
including $51,021.69 in interest and $94,259.20 in legal fees, for a combined
sum of $1,245,280.89 (the “Funds”), owed to Alan E. Morelli (“Mr. Morelli”)
pursuant to that certain Secured Convertible Note and Warrant Purchase Agreement
entered into by and between the Company and Mr. Morelli on June 6, 2006. The
Payoff was made to prevent Mr. Morelli from pursuing the remedies available
to
him under the Notice of Foreclosure received by the Company from
Mr.
Morelli, which stated that on or after September 11, 2006, Mr. Morelli would
commence the disposition of some or all of the collateral securing the Note.
For
more
information, see the Company’s Current Reports filed with the Securities and
Exchange Commission on Form 8-K on June 9, 2006 and September 7, 2006,
respectively.
To
meet
the Payoff terms, the Company obtained, also on September 8, 2006, a loan (“Loan
#1”) in the principal amount of $1,245,280.89 from Steven
J.
Caspi (“Mr. Caspi”), an existing creditor of the Company. The net proceeds of
Loan #1 were used to pay, in full, the outstanding amount of the obligations
owed to Mr. Morelli. Loan
#1
accrues interest at 12% per annum and is payable on September 8, 2007, with
a
one year extension available at the discretion of Mr. Caspi.
On
September 19, 2006, the Company obtained an additional loan from Mr. Caspi
in
the principal amount of $250,000.00 (“Loan #2”) under the same terms as Loan #1
(Loan #2 and Loan #1 shall collectively be referred to as the “Loans”). Pursuant
to the terms of the Loans, the Company is indebted to Mr. Caspi for a total
amount of $1,495,280.89. The Company intends to secure the Loans from Mr. Caspi
with a series of mortgages on certain of its properties and with a pledge of
securities held by the Company in various entities. The Company will have sixty
(60) days to cure an event
of
default.
| Item
9.01 |
Financial
Statements and 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.
| |
Patient Safety Technologies,
Inc. |
| |
|
| Dated: September 25, 2006 |
By: /s/
Lynne Silverstein |
| |
Name: Lynne
Silverstein |
| |
Title: President |