UNITED STATES
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): March 28, 2016

 

PREMIER BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

000-54563

27-2635666

(State or other

jurisdiction of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 
P.O. Box 31374

El Paso, Texas 79930

(Address of principal executive offices) (zip code)

(814) 786-8849

(Registrant's telephone number, including area code)

 

_________________________________________________
(Former name or former address, if changed since last report.)
 

 

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:

 

¨ 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))

 

 

 

Section 3 – Securities and Trading Markets.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On March 28, 2016, upon the resignation of Richard Najarian, as described below, we issued to him 600,000 shares of common stock in settlement of an unpaid expense reimbursement. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investor was sophisticated and familiar with our operations, and there was no solicitation in connection with the sale.

 

Section 5 – Corporate Governance and Management.

 

Item 5.02 Departure of directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 28, 2016, Richard Najarian resigned as one of the members of our Board of Directors. Mr. Najarian's resignation did not involve any disagreement with the Company or other management relating to the Company's operations, policies, practices or otherwise.

 

Section 9 – Financial Statement and Exhibits.

 

Item 9.01 Financial Statements and Exhibits.

 

None.

 

 
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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 hereunto duly authorized.

 

Premier Biomedical, Inc.

 

 

 

Dated: March 28, 2016

By:

/s/ William Hartman

 

Name:

William Hartman

 

Its:

President and Chief Executive Officer

 

 

 

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