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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Premier Biomedical Inc (PK) | USOTC:BIEI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0013 | 0.0012 | 0.0013 | 0.0013 | 0.0012 | 0.0012 | 48,032 | 20:54:00 |
Nevada
(State or other jurisdiction of incorporation or
organization)
|
27-2635666
(I.R.S. Employer Identification No.)
|
P.O. Box 25
Jackson Center, PA
(Address of principal executive offices)
|
16133
(Zip Code)
|
Title
of each class
|
|
Name of
each exchange on which registered
|
None
|
|
None
|
Large accelerated filer
|
☐ |
Accelerated filer
|
☐ |
Non-accelerated filer
|
☐ |
Smaller reporting company
|
☒ |
|
|
Emerging growth company
|
☐ |
PART I
|
1
|
1
|
|
11
|
|
25
|
|
25
|
|
25
|
|
25
|
|
|
|
PART
II
|
26
|
26
|
|
27
|
|
27
|
|
34
|
|
35
|
|
36
|
|
36
|
|
38
|
|
|
|
PART
III
|
39
|
39
|
|
43
|
|
46
|
|
48
|
|
49
|
|
|
|
PART
IV
|
50
|
50
|
-
Cancer
|
-
Fibromyalgia
|
-
Multiple
Sclerosis (MS)
|
-
Traumatic
Brain Injury (TBI)
|
-
Neuropathic
Pain
|
-
Alzheimer’s
Disease (AD)
|
-
Amyotrophic
Lateral Sclerosis
(ALS/Lou
Gehrig’s Disease)
|
-
Blood
Sepsis and Viremia
|
Fiscal
Year
Ended
|
|
Transaction
Prices
|
|
December 31,
|
Period
|
High
|
Low
|
2019
|
First
Quarter
|
$
0.100
|
$
0.031
|
|
|
|
|
2018
|
Fourth
Quarter
|
$
0.200
|
$
0.039
|
|
Third
Quarter
|
$
0.560
|
$
0.100
|
|
Second
Quarter
|
$
0.900
|
$
0.350
|
|
First
Quarter
|
$
2.450
|
$
0.675
|
|
|
|
|
2017
|
Fourth
Quarter
|
$
2.125
|
$
0.525
|
|
Third
Quarter
|
$
3.325
|
$
1.800
|
|
Second
Quarter
|
$
4.475
|
$
1.625
|
|
First
Quarter
|
$
6.125
|
$
1.075
|
|
Year
Ended
|
Year
Ended
|
|
|
December
31,
|
December
31,
|
Increase
/
|
|
2018
|
2017
|
(Decrease)
|
|
|
|
|
Revenue
|
$
39,795
|
$
39,761
|
$
34
|
Cost of goods
sold
|
113,727
|
25,439
|
88,288
|
Gross profit
(loss)
|
(73,932
)
|
14,322
|
(88,254
)
|
|
|
|
|
Operating
expenses:
|
|
|
|
Research and
development
|
-
|
184,315
|
(184,315
)
|
General and
administrative
|
189,285
|
196,670
|
(7,385
)
|
Professional
fees
|
429,625
|
923,175
|
(493,550
)
|
Total operating
expenses
|
618,910
|
1,304,160
|
(685,250
)
|
|
|
|
|
Net operating
loss
|
(692,842
)
|
(1,289,838
)
|
(596,996
)
|
Other income
(expense)
|
293,956
|
(2,473,720
)
|
2,767,676
|
|
|
|
|
Net
loss
|
$
(398,886
)
|
$
(3,763,558
)
|
$
(3,364,672
)
|
|
December
31,
2018
|
December
31,
2017
|
Change
|
|
|
|
|
Cash
|
$
86,827
|
$
83,704
|
$
3,123
|
Total Current
Assets
|
159,787
|
203,603
|
(43,816
)
|
Total
Assets
|
164,990
|
209,081
|
(44,091
)
|
Total Current
Liabilities
|
2,312,382
|
2,819,807
|
(507,425
)
|
Total
Liabilities
|
$
2,312,382
|
$
2,819,807
|
$
(507,425
)
|
F-1
|
|
|
|
F-2
|
|
|
|
F-3
|
|
|
|
F-4
|
|
|
|
F-5
|
|
|
|
F-6 to
F-24
|
|
For the
Years
|
|
|
Ended December
31,
|
|
|
2018
|
2017
|
|
|
|
Revenue
|
$
39,795
|
$
39,761
|
Cost of goods
sold
|
113,727
|
25,439
|
Gross profit
(loss)
|
(73,932
)
|
14,322
|
|
|
|
Operating
expenses:
|
|
|
Research and
development
|
-
|
184,315
|
General and
administrative
|
189,285
|
196,670
|
Professional
fees
|
429,625
|
923,175
|
Total operating
expenses
|
618,910
|
1,304,160
|
|
|
|
Net operating
loss
|
(692,842
)
|
(1,289,838
)
|
|
|
|
Other income
(expense):
|
|
|
Interest
expense
|
(415,287
)
|
(351,502
)
|
Gain on early
extinguishment of debt
|
6,750
|
-
|
Change in
derivative liabilities
|
702,493
|
(2,115,986
)
|
Loss on joint
venture
|
-
|
(6,232
)
|
Total other income
(expense)
|
293,956
|
(2,473,720
)
|
|
|
|
Net
loss
|
$
(398,886
)
|
$
(3,763,558
)
|
|
|
|
|
|
|
Weighted average
number of common shares
|
|
|
outstanding - basic
and fully diluted
|
3,505,460
|
1,958,745
|
|
|
|
Net loss per share
- basic and fully diluted
|
$
(0.11
)
|
$
(1.92
)
|
|
Series A
Convertible
|
Series B
Convertible
|
|
|
Additional
|
|
|
Total
|
||
|
Preferred
Stock
|
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Subscriptions
|
Accumulated
|
Equity
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Payable
|
Deficit
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2016
|
2,000,000
|
$
2,000
|
-
|
$
-
|
1,218,227
|
$
13
|
$
11,902,537
|
$
-
|
$
(12,565,254
)
|
$
(660,704
)
|
|
|
|
|
|
|
|
|
|
|
|
Common stock sold for
cash
|
-
|
-
|
-
|
-
|
160,000
|
2
|
284,998
|
-
|
-
|
285,000
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued on equity line
of credit
|
-
|
-
|
-
|
-
|
20,588
|
-
|
18,323
|
-
|
-
|
18,323
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued on debt
conversions
|
-
|
-
|
-
|
-
|
797,368
|
8
|
423,189
|
-
|
-
|
423,197
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants at $0.00001
per share, related parties
|
-
|
-
|
-
|
-
|
28,000
|
-
|
70
|
-
|
-
|
70
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services on
terminated offering
|
-
|
-
|
-
|
-
|
291,180
|
3
|
313,015
|
273,805
|
-
|
586,823
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for
services
|
-
|
-
|
-
|
-
|
36,000
|
-
|
84,600
|
-
|
-
|
84,600
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued for services,
related parties
|
-
|
-
|
-
|
-
|
-
|
-
|
102,364
|
-
|
-
|
102,364
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued for
services
|
-
|
-
|
-
|
-
|
-
|
-
|
9,617
|
-
|
-
|
9,617
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to derivative liability
due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
303,542
|
-
|
-
|
303,542
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended
December 31, 2017
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(3,763,558
)
|
(3,763,558
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2017
|
2,000,000
|
$
2,000
|
-
|
$
-
|
2,551,363
|
$
26
|
$
13,442,255
|
$
273,805
|
$
(16,328,812
)
|
$
(2,610,726
)
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued on
subsctiptions payable
|
-
|
-
|
-
|
-
|
254,703
|
3
|
273,802
|
(273,805
)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Series B convertible preferred
stock sold for cash
|
-
|
-
|
150,000
|
150
|
-
|
-
|
149,850
|
-
|
-
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued on debt
conversions
|
-
|
-
|
-
|
-
|
2,834,264
|
28
|
210,246
|
5,345
|
-
|
215,619
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants at $0.00001
per share, related parties
|
-
|
-
|
-
|
-
|
12,000
|
-
|
30
|
-
|
-
|
30
|
|
|
|
|
|
|
|
|
|
|
|
Odd lot shares issued on reverse
stock split
|
-
|
-
|
-
|
-
|
80
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued for services,
related parties
|
-
|
-
|
-
|
-
|
-
|
-
|
272,585
|
-
|
-
|
272,585
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued for
services
|
-
|
-
|
-
|
-
|
-
|
-
|
24,359
|
-
|
-
|
24,359
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to derivative liability
due to debt conversions
|
-
|
-
|
-
|
-
|
-
|
-
|
199,627
|
-
|
-
|
199,627
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended
December 31, 2018
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(398,886
)
|
(398,886
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2018
|
2,000,000
|
$
2,000
|
150,000
|
$
150
|
5,652,410
|
$
57
|
$
14,572,754
|
$
5,345
|
$
(16,727,698
)
|
$
(2,147,392
)
|
|
For the
Years
|
|
|
Ended December
31,
|
|
|
2018
|
2017
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
Net
loss
|
$
(398,886
)
|
$
(3,763,558
)
|
Adjustments to
reconcile net loss
|
|
|
to net cash used in
operating activities:
|
|
|
Allowance for
inventory obsolescence
|
87,650
|
2,316
|
Depreciation
|
2,304
|
2,316
|
Gain on early
extinguishment of debt
|
(6,750
)
|
-
|
Loss on debt
default provisions
|
25,500
|
-
|
Change in fair
market value of derivative liabilities
|
(702,493
)
|
2,115,986
|
Amortization of
debt discounts
|
366,653
|
340,961
|
Stock based
compensation, related parties
|
272,585
|
102,364
|
Stock based
compensation
|
24,359
|
681,040
|
Decrease (increase)
in assets:
|
|
|
Accounts
receivable
|
(2,780
)
|
(312
)
|
Inventory
|
(28,872
)
|
(84,763
)
|
Other current
assets
|
(9,059
)
|
(23,394
)
|
Increase (decrease)
in liabilities:
|
|
|
Accounts
payable
|
(82,416
)
|
126,074
|
Accounts payable,
related parties
|
(15,438
)
|
(11,107
)
|
Accrued
interest
|
22,765
|
8,531
|
Accrued interest,
related parties
|
-
|
(3,570
)
|
Net cash used in
operating activities
|
(444,878
)
|
(507,116
)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
Purchases of
property and equipment
|
(2,029
)
|
(2,694
)
|
Net cash used in
investing activities
|
(2,029
)
|
(2,694
)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
Proceeds from sale
of stock, net of offering costs
|
150,000
|
285,000
|
Proceeds from sale
of stock on equity line of credit
|
-
|
18,323
|
Proceeds from
exercise of warrants, related party
|
30
|
70
|
Proceeds from
convertible notes payable
|
300,000
|
300,000
|
Repayments of notes
payable, related parties
|
-
|
(30,000
)
|
Net cash provided
by financing activities
|
450,030
|
573,393
|
|
|
|
NET CHANGE IN
CASH
|
3,123
|
63,583
|
CASH AT BEGINNING
OF PERIOD
|
83,704
|
22,437
|
|
|
|
CASH AT END OF
PERIOD
|
$
86,827
|
$
86,020
|
|
|
|
SUPPLEMENTAL
INFORMATION:
|
|
|
Interest
paid
|
$
369
|
$
5,580
|
Income taxes
paid
|
$
-
|
$
-
|
|
|
|
NON-CASH INVESTING
AND FINANCING ACTIVITIES:
|
|
|
Value of debt
discounts
|
$
300,000
|
$
221,515
|
Value of derivative
adjustment due to debt conversions
|
$
199,627
|
$
303,542
|
Value of shares
issued for conversion of debt
|
$
215,619
|
$
423,197
|
|
Fair Value
Measurements at December 31, 2018
|
||
|
Level
1
|
Level
2
|
Level
3
|
Assets
|
|
|
|
Cash
|
$
86,827
|
$
-
|
$
-
|
Total
assets
|
86,827
|
-
|
-
|
Liabilities
|
|
|
|
Convertible note
payable
|
-
|
309,637
|
-
|
Derivative
liabilities
|
-
|
-
|
1,690,304
|
Total
liabilities
|
-
|
309,637
|
1,690,304
|
|
$
86,827
|
$
(309,637
)
|
$
(1,690,304
)
|
|
Fair Value
Measurements at December 31, 2017
|
||
|
Level
1
|
Level
2
|
Level
3
|
Assets
|
|
|
|
Cash
|
$
83,704
|
$
-
|
$
-
|
Total
assets
|
83,704
|
-
|
-
|
Liabilities
|
|
|
|
Convertible note
payable, net of discounts
|
-
|
169,990
|
-
|
Derivative
liabilities
|
-
|
-
|
2,255,781
|
Total
liabilities
|
-
|
169,990
|
2,255,781
|
|
$
83,704
|
$
(169,990
)
|
$
(2,255,781
)
|
|
December 31,
|
December
31,
|
|
2018
|
2017
|
|
|
|
On July 11, 2018,
the Company received proceeds of $120,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
October 31, 2018 (“Third Red Diamond Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. A total of $25,920 of principal was converted into 348,667
shares of common stock over various dates between
July 27, 2018 and August 23, 2018.
|
$
94,080
|
$
-
|
|
|
|
On July 11, 2018,
the Company received proceeds of $60,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
October 31, 2018 (“Third SEG-RedaShex Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date.
|
60,000
|
-
|
|
|
|
On April 24, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
July 31, 2018 (“Second Red Diamond Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date.
|
30,000
|
-
|
|
|
|
On April 24, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
July 31, 2018 (“Second SEG-RedaShex Note”). The
note is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date.
|
30,000
|
-
|
|
|
|
On March 1, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
May 31, 2018 (“First SEG-RedaShex Note”). The note
is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date.
|
30,000
|
-
|
|
|
|
On March 1, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
May 31, 2018 (“First Red Diamond Note”). The note
is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. A total of $30,000 of principal was converted into 387,815
shares of common stock over various dates between
September 5, 2018 and
October 3, 2018.
|
-
|
-
|
|
|
|
On October 30,
2017, the Company received proceeds of $50,000 in exchange for an
8% interest bearing; unsecured convertible promissory note maturing
on January 31, 2018 (“Second Diamond Rock Note”).
The note is convertible at 60% of the lowest traded price of the
Common Stock in the fifteen (15) Trading Days prior to the
Conversion Date. A $15,000 loss was recognized during the fourth
quarter of 2018 due to the enactment of default provision. A total
of $9,943 of principal was converted into 496,960 shares of common
stock over various dates between December 12, 2018 and
December 31, 2018, and 276,960 of those shares were
subsequently issued on January 1, 2019.
|
55,057
|
50,000
|
|
|
|
On October 30,
2017, the Company received proceeds of $50,000 in exchange for an
8% interest bearing; unsecured convertible promissory note maturing
on January 31, 2018 (“Second SEG Note”). The note
is convertible at 60% of the lowest traded price of the Common
Stock in the fifteen (15) Trading Days prior to the Conversion
Date. A total of $10,000 of principal was converted into 20,833
shares of common stock on October 31, 2017, and the
remaining $40,000 of principal was converted into 106,238 shares of
common stock on January 29, 2018.
|
-
|
40,000
|
|
|
|
On August 8, 2017,
the Company entered into an exchange agreement with Diamond Rock,
LLC whereby they exchanged (i) the 13,333,334 Series A Warrants
purchased in the First Closing, (ii) the 13,333,334 Series B
Warrants purchased in the First Closing, and (iii) the 10,101,011
shares of common stock purchased in the Second Closing (the
“Exchange Securities”) for a $50,000 convertible note
(“First Diamond Rock Note”) issued by the Company,
bearing interest at 8% interest and maturing on November 30, 2017.
The notes are convertible at 50% of the lowest traded price of the
Common Stock in the fifteen (15) Trading Days prior to the
Conversion Date. A $10,500 loss was recognized during the fourth
quarter of 2018 due to the enactment of default provision. A total
of $15,000 of principal was converted into an aggregate of 31,250
shares of common stock at various dates between
November 6, 2017 and November 13, 2017, and
another $35,000 of principal was converted into an aggregate of
751,550 shares of common stock at various dates between
October 12, 2018 and
November 30, 2018.
|
10,500
|
35,000
|
|
|
|
On August 8, 2017,
the Company entered into an exchange agreement with The Special
Equities Group, LLC whereby they exchanged (i) the 13,333,334
Series A Warrants purchased in the First Closing, (ii) the
13,333,334 Series B Warrants purchased in the First Closing, and
(iii) the 10,101,011 shares of common stock purchased in the Second
Closing (the “Exchange Securities”) for a $50,000
convertible note (“First SEG Note”) issued by the
Company, bearing interest at 8% interest and maturing on November
30, 2017. The notes are convertible at 50% of the lowest traded
price of the Common Stock in the fifteen (15) Trading Days prior to
the Conversion Date. A total of $49,756, consisting of $43,250 of
principal and $6,506 of interest, was converted into 943,071 shares
of common stock over various dates between
August 20, 2018 and December 12, 2018. An
additional $6,750 of principal was forgiven on the
note.
|
-
|
50,000
|
|
|
|
On August 8, 2017,
the Company entered into an exchange agreement with RDW Capital,
LLC whereby they exchanged (i) the 13,333,334 Series A Warrants
purchased in the First Closing, (ii) the 13,333,334 Series B
Warrants purchased in the First Closing, and (iii) the 10,101,011
shares of common stock purchased in the Second Closing (the
“Exchange Securities”) for a $50,000 convertible note
(“First RDW Note”) issued by the Company, bearing
interest at 8% interest and maturing on November 30, 2017. The
notes are convertible at 50% of the lowest traded price of the
Common Stock in the fifteen (15) Trading Days prior to the
Conversion Date. A total of $25,000 of principal was converted into
52,632 shares of common stock on October 31, 2017, and
the remaining $25,000 of principal was converted into 76,923 shares
of common stock on January 3, 2018.
|
-
|
25,000
|
|
|
|
Total convertible
notes payable, currently in default
|
309,637
|
200,000
|
Less unamortized
derivative discounts:
|
-
|
30,010
|
Convertible notes
payable
|
309,637
|
169,990
|
Less: current
portion
|
309,637
|
169,990
|
Convertible notes
payable, less current portion
|
$
-
|
$
-
|
|
Derivative
|
|
Liability
|
|
Total
|
Balance, December
31, 2016
|
$
221,822
|
Increase
in derivative value due to issuances of convertible promissory
notes
|
221,515
|
Increase
in derivative value attributable to tainted warrants
|
7,103,444
|
Decrease
in derivative value attributable to exchange of
warrants
|
(3,766,437
)
|
Change
in fair market value of derivative liabilities due to the mark to
market adjustment
|
(1,221,021
)
|
Debt
conversions
|
(303,542
)
|
Balance, December
31, 2017
|
$
2,255,781
|
Increase
in derivative value due to issuances of convertible promissory
notes
|
336,643
|
Change
in fair market value of derivative liabilities due to the mark to
market adjustment
|
(702,493
)
|
Debt
conversions
|
(199,627
)
|
Balance,
December 31, 2018
|
$
1,690,304
|
|
|
|
Shares
Underlying
|
|||||||
|
Shares
Underlying Warrants Outstanding
|
|
Warrants
Exercisable
|
|||||||
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Shares
|
|
Average
|
|
Weighted
|
|
Shares
|
|
Weighted
|
Range
of
|
|
Underlying
|
|
Remaining
|
|
Average
|
|
Underlying
|
|
Average
|
Exercise
|
|
Warrants
|
|
Contractual
|
|
Exercise
|
|
Warrants
|
|
Exercise
|
Prices
|
|
Outstanding
|
|
Life
|
|
Price
|
|
Exercisable
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
$1.25
– $362.50
|
|
3,901,760
|
|
6.85
years
|
|
$2.05
|
|
3,901,760
|
|
$2.05
|
|
December
31,
|
December
31,
|
|
2018
|
2017
|
|
|
|
Average risk-free
interest rates
|
2.73
%
|
1.75
%
|
Average expected
life (in years)
|
3.78
|
9.22
|
|
December
31,
|
December
31,
|
|
2018
|
2017
|
|
|
|
Federal and state
statutory rate
|
21
%
|
35
%
|
Change in valuation
allowance on deferred tax assets
|
(21
%)
|
(35
%)
|
Name
|
|
Age
|
|
Position(s)
|
|
|
|
|
|
William
A. Hartman
|
|
77
|
|
President,
Chief Executive Officer, and Director (June 2010)
|
|
|
|
|
|
Dr.
Mitchell S. Felder
|
|
65
|
|
Chairman
of the Board of Directors and the Scientific Advisory Board (June
2010)
|
|
|
|
|
|
Heidi
H. Carl
|
|
49
|
|
Chief Financial Officer, Secretary, Treasurer and Director (June
2010)
|
|
|
|
|
|
Dr.
Patricio F. Reyes
|
|
72
|
|
Chief Technology Officer and Director (August 2016)
|
|
|
|
|
|
John S.
Borza
|
|
65
|
|
Vice President and Director (August 2012)
|
|
|
|
|
|
Jay
Rosen
|
|
65
|
|
Director (June 2010)
|
|
|
|
|
|
John
Pauly
|
|
58
|
|
Director (December 2017)
|
Name of
Individual
|
Number of
Transactions that Were Not Reported
|
Number of
Transactions that Were Not Timely Reported
|
|
|
|
Dr. Mitchell S.
Felder
|
-
|
1
|
William A.
Hartman
|
-
|
1
|
Dr. Patricio F.
Reyes
|
-
|
1
|
Heidi
Carl
|
-
|
1
|
John
Pauly
|
-
|
1
|
Jay
Rosen
|
1
|
-
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation ($)
|
All
Other
Compensation
($)
|
Total
($)
|
William
A.
|
2018
|
-0-
|
-0-
|
-0-
|
68,146
(2)
|
-0-
|
-0-
|
-0-
|
68,146
|
Hartman,
Chief Executive Officer
(1)
|
2017
|
-0-
|
-0-
|
-0-
|
23,358
(3)
|
-0-
|
-0-
|
-0-
|
23,358
|
|
|
|
|
|
|
|
|
|
|
Heidi H.
Carl,
|
2018
|
|
|
|
|
|
|
|
|
Chief Financial
Officer
(4)
|
2017
|
-0-
|
-0-
|
-0-
|
16,488
(4)
|
-0-
|
-0-
|
-0-
|
16,488
|
Name and Address
(1)
|
|
Common Stock
Ownership
|
|
Percentage of
Common Stock Ownership
(2)
|
|
Series A
Preferred Stock Ownership
|
|
Percentage of
Series A Preferred Stock Ownership
(3)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
William
A. Hartman
(4)(10)
|
|
971,020
|
(8)
|
|
9.96
|
%
|
|
1,000,000
|
|
50.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Mitchell S. Felder
(4)
(5)
|
|
968,051
|
(9)
|
|
9.93
|
%
|
|
1,000,000
|
|
50.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Heidi
H. Carl
(4)(10)
|
|
537,080
|
(12)
|
|
5.72
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay
Rosen
(4)
|
|
63,120
|
(13)
|
|
*
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John S.
Borza
(4)
|
|
619,934
|
(11)
|
|
6.54
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Pauly
(4)
(6)
|
|
60,500
|
(15)
|
|
*
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr.
Patricio Reyes
(4)
(7)
|
|
520,680
|
(14)
|
|
5.55
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Officers and Directors as a Group (7 Persons)
|
|
3,740,445
|
(8)(9)(11)(12)(13)(14)(15)
|
|
30.10
|
%
|
|
2,000,000
|
|
100.0%
|
%
|
|
Years Ended December 31,
|
|
|
2018
|
2017
|
Audit Fees
(1)
|
$
12,000
|
$
14,000
|
Audit Related Fee
(2)
|
13,000
|
20,500
|
Tax
Fees
|
-
|
-
|
All Other
Fees
|
-
|
-
|
Total
|
$
25,000
|
$
34,500
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
|
Balance
Sheets as of December 31, 2018 and 2017
(Audited)
|
F-2
|
|
|
Statements of
Operations for the years ended December 31, 2018 and 2017
(Audited)
|
F-3
|
|
|
Statement of
Stockholders’ Equity (Deficit) for the years ended December
31, 2018 and 2017 (Audited)
|
F-4
|
|
|
Statements of Cash
Flows for the years ended December 31, 2018 and 2017
(Audited)
|
F-5
|
|
|
Notes
to Financial Statements
|
F-6 to
F-30
|
Exhibit No.
|
|
Description of Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibits
|
101.INS
|
|
XBRL
Instance Document
|
|
|
|
101.SCH
|
|
XBRL
Schema Document
|
|
|
|
101.CAL
|
|
XBRL
Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL
Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL
Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL
Presentation Linkbase Document
|
|
Premier Biomedical, Inc
.
|
|
|
|
|
|
|
|
Dated:
April 15, 2019
|
|
/s/
William A.
Hartman
|
|
By:
|
William
A. Hartman
|
|
Its:
|
Chief Executive Officer
|
Dated:
April 15, 2019
|
|
/s/
William A.
Hartman
|
|
By:
|
William A. Hartman
|
|
Its:
|
Chief Executive Officer and Director
|
|
|
|
|
|
|
Dated:
April 15, 2019
|
|
/s/
Heidi
H. Carl
|
|
By:
|
Heidi H. Carl
|
|
Its:
|
Chief Financial Officer, Treasurer and Principal Accounting
Officer
|
|
|
|
|
|
|
Dated:
April 15, 2019
|
|
/s/
Dr. Mitchell S.
Felder
|
|
By:
|
Dr.
Mitchell S. Felder, Director
|
|
|
|
|
|
|
Dated:
April 15, 2019
|
|
/s/
John
Pauly
|
|
By:
|
John
Pauly, Director
|
|
|
|
|
|
|
Dated:
April 15, 2019
|
|
/s/
John S.
Borza
|
|
By:
|
John S.
Borza, Director
|
1 Year Premier Biomedical (PK) Chart |
1 Month Premier Biomedical (PK) Chart |
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