8-K - PBSV - Equibles

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): April 23, 2020

Pharma-Bio Serv, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-50956	20-0653570
(State<br>or Other Jurisdiction of Incorporation)	(Commission<br>File Number)	(I.R.S.<br>Employer Identification No.)
6 Road 696, Dorado, Puerto Rico	00646
---	---
(Address<br>of Principal Executive Offices)	(Zip<br>Code)
(787) 278-2709
---
(Registrant’s<br>Telephone Number, Including Area Code)
(Former<br>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 (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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b2 of the Securities Exchange Act of 1934 (17 CFR §240.12b2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

The information under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

On April 23, 2020, Pharma-Bio Serv PR, Inc., Pharma Serv, Inc., and Pharma-Bio Serv US, Inc. (collectively, the “Borrowers”), each a wholly-owned subsidiary of Pharma-Bio Serv, Inc. (the “Company”), entered into loan agreements and related promissory notes (the “SBA Loan Documents”) to receive U.S. Small Business Administration Loans (the “SBA Loans”) pursuant to the Paycheck Protection Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), in the aggregate amount of $1,931,700 (the “Loan Proceeds”). The Borrowers received the Loan Proceeds on April 23, 2020. Under the SBA Loan Documents, the SBA Loans have a fixed interest rate of 1%, repayment begins six months from the date of disbursement of each SBA Loan, and the SBA Loans mature two years from the date of first disbursement. There is no prepayment penalty.

Pursuant to the terms of the SBA Loan Documents, the Borrowers may apply for forgiveness of the amount due on the SBA Loans in an amount equal to the sum of the following costs incurred by the Borrowers during the eight-week period (or any other period that may be authorized by the U.S. Small Business Administration) beginning on the date of first disbursement of the SBA Loans: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of SBA Loan forgiveness shall be calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, although no more than 25% of the amount forgiven can be attributable to non-payroll costs. No assurance is provided that forgiveness for any portion of the SBA Loans will be obtained.

The promissory notes evidencing the SBA Loans contain customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory notes. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Borrowers, and/or filing suit and obtaining judgment against the Borrowers.

The foregoing description of the SBA Loan Documents is a summary only and is qualified in its entirely by the reference to the full text of the loan agreements and promissory notes, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 to this Current Report and are incorporated herein by reference.

Item 8.01

Other Events

On April 29, 2020, the Company's Board voted unanimously to temporarily suspend the Company's stock repurchase plan. The Board believes it is prudent to suspend the program due to current economic uncertainties and will review reinstating the program at a future date.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
10.1	Loan<br>Agreement of Pharma-Bio Serv PR, Inc. for Paycheck Protection<br>Program Loan, dated April 23, 2020.
10.2	Loan<br>Agreement of Pharma Serv, Inc. for Paycheck Protection Program<br>Loan, dated April 23, 2020.
10.3	Loan<br>Agreement of Pharma-Bio Serv US, Inc. for Paycheck Protection<br>Program Loan, dated April 23, 2020.
10.4	Paycheck<br>Protection Program Note, dated April 23, 2020, executed by<br>Pharma-Bio Serv PR, Inc.
10.5	Paycheck<br>Protection Program Note, dated April 23, 2020, executed by Pharma<br>Serv, Inc.
10.6	Paycheck<br>Protection Program Note, dated April 23, 2020, executed by<br>Pharma-Bio Serv US, Inc.

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.

	PHARMA-BIO SERV,<br>INC.
Date:<br>April 29, 2020	By:	/s/<br>Pedro<br>J. Lasanta
		Pedro J.<br>Lasanta
		Chief Financial<br>Officer, Vice President Finance and Administration and<br>Secretary

pbsv_ex101

Exhibit 10.1

LOAN AGREEMENT FOR PAYCHECK PROTECTION PROGRAM LOAN

THIS LOAN AGREEMENT ("Agreement") is made between PHARMA BIO SERV PR INC ("Borrower"), and Banco Popular de Puerto Rico ("Lender") identified in the attached Authorization by the U.S. Small Business Administration ("SBA") to Lender, dated
April 16, 2020

SBA Loan Number 24986072-10 ("Authorization").

WHEREAS, Borrower seeks funds from Lender pursuant to the SBA's Paycheck Protection Program ("PPP"), as authorized under the CARES Act, S. 3548 (the "Act");

WHEREAS, Borrower represents and warrants to Lender that it meets all qualifications for participation in the PPP set forth in the Act and further meets any and all other requirements or conditions for participation set forth by the SBA;

NOW THEREFORE: The SBA has authorized a guaranty of a loan from Lender to Borrower for the amount and under the terms stated in the attached Authorization ("Loan"). In consideration of the promises in this Agreement and for other good and valuable consideration, Borrower and Lender agree as follows:

1. Subject to the terms and conditions of the Authorization and SBA's Participating Lender Rules as defined in the Guarantee Agreement between Lender and SBA, Lender agrees to make the Loan on the condition that Borrower complies with the following "Borrower Requirements", to which Borrower shall:

a. Provide Lender with all certifications, documents or other information Lender is required by the Authorization to obtain from Borrower or any third party;

b. Execute a note and any other documents required by Lender; and

c. Do everything necessary for Lender to comply with the terms and conditions of the Authorization.

2. The terms and conditions of this Agreement:

a. Are binding on Borrower and Lender and their successors and assigns; and

b. Will remain in effect after the closing of the Loan.

3. Failure to abide by any of the Borrower Requirements shall constitute an event of default under the note and other Loan documents.

4. Borrower further represents and certifies to Lender as follows:

a. Borrower was in operation on February 15, 2020 and had employees for whom it paid salaries and payroll taxes or paid independent contractors, as reported on a Form 1099-MISC.

b. Current economic uncertainty makes this Loan request necessary to support the ongoing operations of Borrower.

c. The Loan proceeds will be used to retain employees and maintain payroll and at least seventy-five percent (75%) of the proceeds must be used for payroll costs. The remaining balance, up to twenty-five percent (25%) of the Loan proceeds may be used for authorized purposes under the PPP, including for mortgage interest payments, lease payments, and utility payments (i.e., not more than twenty-five percent (25%) of loan proceeds may be used for non-payroll costs). Borrower understands and acknowledges that if the funds are knowingly used for unauthorized purposes, the federal government may hold Borrower legally liable for fraudulent use of funds.

d. Documentation verifying the number of full-time equivalent employees on payroll as well as the dollar amounts of payroll costs, covered mortgage interest payments, covered lease payments, and covered utilities for the eight-week period after the Loan is made will be provided to Lender.

e. Loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments, covered lease payments, and covered utilities. Borrower understands that not more than twenty-five percent (25%) of the forgiven amount may be for non-payroll costs.

f. During the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower has not and will not receive another loan under the PPP.

g. The information provided in this Agreement and Borrower's Loan application submitted to Lender, and the information provided in all supporting documents and forms is true and accurate in all material respects. Borrower understands that knowingly making a false statement to obtain a guaranteed loan from the SBA is punishable under the law, including: (i) under 18 USC §§ 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; (ii) under 15 USC § 645 by imprisonment of not more than two years and/or a fine of not more than $5,000; and, (iii) if submitted to a federally insured institution, under 18 USC § 1014 by imprisonment of not more than thirty years and/or a fine of not more than $1,000,000.

h. Any tax documents provided by Borrower to Lender in connection with this Loan or any application are identical to those submitted to the Internal Revenue Service. Further, Borrower authorizes Lender to share tax information with the SBA and its authorized representatives, including the SBA Office of the Inspector General, for purposes of compliance with SBA Loan Program Requirements and all SBA reviews.

i. Borrower meets the requirements as an eligible borrower under the PPP, and there are no events or other circumstances of the Borrower that would render it ineligible for a PPP loan.

j. Borrower is familiar and complies with the SBA affiliation rules and regulations set forth in Title 13 Part 121 of the Code of Federal Regulations (CFR) for purposes of obtaining the Loan.

5. Borrower attests that it has not retained any third party agent assisting Borrower with its Loan application, the closing of the Loan or otherwise serving as an intermediary, agent or broker in any manner between Borrower and Lender in connection with the Loan and on Borrower's behalf (including but not limited to accountants, consultants, loan brokers and/or other individual or entity third parties) (collectively "Third Party Agents") and further understands, acknowledges and agrees:

a. That (i) Lender does not and will not accept any unsolicited Loan application referrals or any submissions on Borrower's behalf from any such Third Party Agent(s) in connection with the Loan, and (ii) Lender is not responsible, will not pay, and shall not be liable for any Third Party Agent fees or charges which may be assessed or claimed to be due and owing in connection with the Loan unless such Third Party Agent(s) has been approved in writing by, and such Third Party Agent is expressly authorized to collect fees from, Lender prior to the acceptance of the Loan application. b. That (i) no funded proceeds from the Loan may or will be used by Borrower to pay the fees or charges of any Third Party Agent who is assisting, or may have assisted, Borrower with the Loan application, the closing of the Loan or otherwise served as an intermediary or broker to submit the Loan application to Lender on an applicant's behalf and (ii) any such Third Party Agent(s) assisting Borrower in such regard are not permitted to collect fees from, or be paid out, of any Loan proceeds. That (i) any fees or charges claimed by any Third Party Agent in connection with the Loan are the sole and absolute responsibility of Borrower and (ii) Borrower shall hold Lender harmless in connection with any claim for such fees or charges asserted by any Third Party Agent.

6. Borrower further agrees to: (i) furnish and execute any documents required by Lender to verify the truth and accuracy of any information provided by Borrower in connection with the Loan including, but not limited to, income, employment verifications and tax documents; (ii) execute any document that should have been signed at or before the Loan closing, re-execute any document signed at or before the Loan closing and execute any document that was incorrectly or incompletely prepared and signed at the closing, including, but not limited to, correction notes, and other correction instruments; and (iii) furnish any documents required by Lender and/or comply with any conditions, work and/or certifications set forth in the Loan application or Authorization. It is further agreed by the Borrower that its failure to comply with the covenants, representations and agreements herein shall constitute an event of default under the note and this Agreement executed in connection with the Loan and shall entitle Lender, its successors or assigns, to any and all of the remedies available upon default under such documents.

7. Borrower expressly acknowledges receipt of the Equal Employment Opportunity Poster (SBA Form 722) and agrees that Borrower shall display the poster at its place(s) of business where it is clearly visible to employees, job applicants, and the general public.

Borrower understands, acknowledges and agrees that Lender is relying solely on Borrower's representations, warranties, certifications, confirmations or other statements of, and information from, the Borrower and/or any of its affiliates, officers, directors, owners, principals, agents, and/or controlling persons as to the Borrower, its business or activities, its eligibility for the proposed Loan, its use of the proceeds or any other benefits of the Loan, the existence of any hardship or other condition, the eligibility of the Borrower for forgiveness of all or any portion of the Loan, the amount of any Loan forgiveness, or any other matters of compliance with the Act or SBA requirements without limitation or without Lender's examination of any other information not included in the Borrower's Loan application which may be in Borrower's possession.
This Agreement and any amendments hereto or document related hereto, to the extent signed and delivered by electronic means (including portable document format (.pdf)), shall be treated in all manner and respects as an original and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of electronic means of delivery to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of electronic delivery as a defense to the formation of a contract and each such party forever waives any such defense.

Borrower: PHARMA BIO SERV PR INC

By: /s/ Pedro J Lasanta<br>Robles	Date: April 23, 2020
Name: Pedro J Lasanta Robles
Its: CFO
Lender: Banco Popular de Puerto<br>Rico
By: /s/ Cinthia Rivera	Date: April 23, 2020
Name: Cinthia Rivera
Its: Commercial Relationship Officer

pbsv_ex102

Exhibit 10.2

LOAN AGREEMENT FOR PAYCHECK PROTECTION PROGRAM LOAN

THIS LOAN AGREEMENT ("Agreement") is made between

PHARMA SERV INC ("Borrower"), and Banco Popular de Puerto Rico ("Lender") identified in the attached Authorization by the U.S. Small Business Administration ("SBA") to Lender, dated April 15, 2020

SBA Loan Number 22073272-10 ("Authorization")

WHEREAS, Borrower seeks funds from Lender pursuant to the SBA's Paycheck Protection Program ("PPP"), as authorized under the CARES Act, S. 3548 (the "Act");

a. Provide Lender with all certifications, documents or other information Lender is required by the Authorization to obtain from Borrower or any third party;

b. Execute a note and any other documents required by Lender; and

c. Do everything necessary for Lender to comply with the terms and conditions of the Authorization.

2. The terms and conditions of this Agreement:

a. Are binding on Borrower and Lender and their successors and assigns; and

b. Will remain in effect after the closing of the Loan.

3. Failure to abide by any of the Borrower Requirements shall constitute an event of default under the note and other Loan documents.

4. Borrower further represents and certifies to Lender as follows:

a. Borrower was in operation on February 15, 2020 and had employees for whom it paid salaries and payroll taxes or paid independent contractors, as reported on a Form 1099-MISC.

b. Current economic uncertainty makes this Loan request necessary to support the ongoing operations of Borrower.

f. During the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower has not and will not receive another loan under the PPP.

i. Borrower meets the requirements as an eligible borrower under the PPP, and there are no events or other circumstances of the Borrower that would render it ineligible for a PPP loan.

j. Borrower is familiar and complies with the SBA affiliation rules and regulations set forth in Title 13 Part 121 of the Code of Federal Regulations (CFR) for purposes of obtaining the Loan.

7. Borrower expressly acknowledges receipt of the Equal Employment Opportunity Foster (SBA Form 722) and agrees that Borrower shall display the poster at its place(s) of business where it is clearly visible to employees, job applicants, and the general public.

Borrower understands, acknowledges and agrees that Lender is relying solely on Borrower's representations, warranties, certifications, confirmations or other statements of, and information from, the Borrower and/or any of its affiliates, officers, directors, owners, principals, agents, and/or controlling persons as to the Borrower, its business or activities, its eligibility for the proposed Loan, its use of the proceeds or any other benefits of the Loan, the existence of any hardship or other condition, the eligibility of the Borrower for forgiveness of all or any portion of the Loan, the amount of any Loan forgiveness, or any other matters of compliance with the Act or SBA requirements without limitation or without Lender's examination of any other information not included in the Borrower's Loan application which may be in Borrower's possession.
This Agreement and any amendments hereto or document related hereto, to the extent signed and delivered by electronic means (including portable document format (.pdf)), shall be treated in all manner and respects as an original and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of electronic means of delivery to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of electronic delivery as a defense to the formation of a contract and each such party forever waives any such defense.

Borrower: PHARMA SERV INC

By: /s/ Pedro J Lasanta<br>Robles	Date: April 23, 2020
Name: Pedro J Lasanta Robles
Its: CFO
Lender: Banco Popular de Puerto<br>Rico
By: /s/ Cinthia<br>Rivera	Date: April 23, 2020
Name: Cinthia Rivera
Its: Commercial Relationship Officer

pbsv_ex103

Exhibit 10.3

LOAN AGREEMENT FOR PAYCHECK PROTECTION PROGRAM LOAN

THIS LOAN AGREEMENT ("Agreement") is made between

PHARMA BIO SERV US INC ("Borrower"), and Banco Popular de Puerto Rico ("Lender") identified in the attached Authorization by the U.S. Small Business Administration ("SBA") to Lender, dated April 16, 2020

SBA Loan Number 29994972-01 ("Authorization").

WHEREAS, Borrower seeks funds from Lender pursuant to the SBA's Paycheck Protection Program ("PPP"), as authorized under the CARES Act, S. 3548 (the "Act");

a. Provide Lender with all certifications, documents or other information Lender is required by the Authorization to obtain from Borrower or any third party;

b. Execute a note and any other documents required by Lender; and

c. Do everything necessary for Lender to comply with the terms and conditions of the Authorization.

2. The terms and conditions of this Agreement:

a. Are binding on Borrower and Lender and their successors and assigns; and

b. Will remain in effect after the closing of the Loan.

3. Failure to abide by any of the Borrower Requirements shall constitute an event of default under the note and other Loan documents.

4. Borrower further represents and certifies to Lender as follows:

a. Borrower was in operation on February 15, 2020 and had employees for whom it paid salaries and payroll taxes or paid independent contractors, as reported on a Form 1099-MISC.

b. Current economic uncertainty makes this Loan request necessary to support the ongoing operations of Borrower.

f. During the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower has not and will not receive another loan under the PPP.

i. Borrower meets the requirements as an eligible borrower under the PPP, and there are no events or other circumstances of the Borrower that would render it ineligible for a PPP loan.

j. Borrower is familiar and complies with the SBA affiliation rules and regulations set forth in Title 13 Part 121 of the Code of Federal Regulations (CFR) for purposes of obtaining the Loan.

a. That (i) Lender does not and will not accept any unsolicited Loan application referrals or any submissions on Borrower's behalf from any such Third Party Agent(s) in connection with the Loan, and (ii) Lender is not responsible, will not pay, and shall not be liable for any Third Party Agent fees or charges which may be assessed or claimed to be due and owing in connection with the Loan unless such Third Party Agent(s) has been approved in writing by, and such Third Party Agent is expressly authorized to collect fees from, Lender prior to the acceptance of the Loan application.

b. That (i) no funded proceeds from the Loan may or will be used by Borrower to pay the fees or charges of any Third Party Agent who is assisting, or may have assisted, Borrower with the Loan application, the closing of the Loan or otherwise served as an intermediary or broker to submit the Loan application to Lender on an applicant's behalf and (ii) any such Third Party Agent(s) assisting Borrower in such regard are not permitted to collect fees from, or be paid out, of any Loan proceeds. c. That (i) any fees or charges claimed by any Third Party Agent in connection with the Loan are the sole and absolute responsibility of Borrower and (ii) Borrower shall hold Lender harmless in connection with any claim for such fees or charges asserted by any Third Party Agent.

Borrower understands, acknowledges and agrees that Lender is relying solely on Borrower's representations, warranties, certifications, confirmations or other statements of, and information from, the Borrower and/or any of its affiliates, officers, directors, owners, principals, agents, and/or controlling persons as to the Borrower, its business or activities, its eligibility for the proposed Loan, its use of the proceeds or any other benefits of the Loan, the existence of any hardship or other condition, the eligibility of the Borrower for forgiveness of all or any portion of the Loan, the amount of any Loan forgiveness, or any other matters of compliance with the Act or SBA requirements without limitation or without Lender's examination of any other information not included in the Borrower's Loan application which may be in Borrower's possession.
This Agreement and any amendments hereto or document related hereto, to the extent signed and delivered by electronic means (including portable document format (.pdf)), shall be treated in all manner and respects as an original and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of electronic means of delivery to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of electronic delivery as a defense to the formation of a contract and each such party forever waives any such defense.

Borrower: PHARMA BIO SERV US INC

By: /s/ Pedro J Lasanta<br>Robles	Date: April 23, 2020
Name: Pedro J Lasanta Robles
Its: CFO
Lender: Banco Popular de Puerto<br>Rico
By: /s/ Cinthia<br>Rivera	Date: April 23, 2020
Name: Cinthia Rivera
Its: Commercial Relationship Officer

pbsv_ex104

Exhibit 10.4

PAYCHECK PROTECTION PROGRAM LOAN

NOTE

SBA<br>Loan #	PPP<br>- 24986072-10
SBA<br>Loan Name	PHARMA<br>BIO SERV PR INC
Date	April<br>23, 2020
Loan<br>Amount	$757,100.00
Interest<br>Rate	1.00%
Borrower	PHARMA<br>BIO SERV PR INC
Operating<br>Company
Lender	Banco<br>Popular de Puerto Rico

PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of seven hundred fifty-seven thousand one hundred with 00/100 Dollars ,interest on the unpaid principal balance, and all other amounts required by this Note.

2. DEFINITIONS:

"Loan" means the loan evidenced by this Note.

"Loan Documents" means the documents related to this loan signed by Borrower.

"SBA" means the Small Business Administration, an Agency of the United States of America.

PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

Interest Rate: The outstanding principal amount of this Note, shall bear interest from the date hereof until paid in full at a fixed annual rate equal to 100 basis points or 1%. The fixed interest rate will not be changed during the life of the loan.

Maturity: The maturity of the Loan is two years from the date of first disbursement of this loan (the "Maturity Date").

Deferral: Borrower does not have to make any payments for six months following the date of disbursement of the Loan. However, interest will continue to accrue on the Loan during the six-month deferment period.

Repayment: After the six-month deferment period, the Borrower shall repay the fully amortized outstanding Loan amount through 18 successive monthly payments of principal and interest in equal installments. Lender will apply any payment first to pay interest accrued as of the day the Lender receives the payment, then to bring principal current, and will apply any remaining balance to reduce principal.

Forgiveness: An amount up to the full principal amount of the Loan and any accrued interest can be forgiven in accordance with section 1106 of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and the corresponding regulations issued by SBA.

The amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection Program and the CARES Act.

The actual amount of loan forgiveness will depend, in part. on the total amount of payroll costs, payments of interest on mortgage obligations incurred before February 15, 2020, rent payments on leases dated before February 15, 2020, and utility payments under service agreements dated before February 15, 2020, over the eight-week period following the date of the Loan; provided, however, that not more than 25 percent of the loan forgiveness amount may be attributable to nonpayroll costs.

Non-Recourse. Lender and SBA shall have no recourse against any individual shareholder, member or partner of Borrower for non-payment of the Loan, except to the extent that such shareholder, member or partner uses the Loan proceeds for an unauthorized purpose.

DEFAULT

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

Fails to do anything required by this Note and other Loan Documents;

Defaults on any other loan with Lender;

Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note.

F. Fails to pay any taxes when due;

G. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

H. Has a receiver or liquidator appointed for any part of their business or property;

I. Makes an assignment for the benefit of creditors;

J. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note.

K. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or

Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrowers' ability

LENDER' S RIGHTS IF THERE IS A DEFAULT:

Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower; or

C. File suit and obtain judgment.

LENDER' S GENERAL POWERS:

Without notice and without Borrower's consent, Lender may:

A. Release anyone obligated to pay this Note; or

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan.

Take any action necessary to collect amounts owing on this Note

WHEN FEDERAL LAW APPLIES:

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

SUCCESSORS AND ASSIGNS

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

GENERAL PROVISIONS

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor.

10.

PAYCHECK PROTECTION PROGRAM PROVISIONS:

A. Payment, as set forth in Section 3 above, shall be deferred as prescribed by the CARES Act, as may be amended from time to time, and any implementing regulations promulgated thereunder. Borrower may elect to defer payment for up to six (6) months from the date the Loan is funded.

B. Interest on the Loan will accrue as described in Section 3 for the duration of any deferral.

C. Borrower may apply for forgiveness of certain amounts under this Note as set forth in the CARES Act, as may be amended from time to time, and any implementing regulations promulgated thereunder.

11.

STATE-SPECIFIC PROVISIONS:

N/A.

12. BORROWER 'S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

PHARMA BIO SERV PR INC

By:/s/ Pedro J. Lasanta Robles

Pedro J. Lasanta Robles

CFO

pbsv_ex105

Exhibit 10.5

PAYCHECK PROTECTION PROGRAM LOAN

NOTE

SBA<br>Loan #	PPP<br>- 22073272-10
SBA<br>Loan Name	PHARMA<br>SERV INC
Date	April<br>23, 2020
Loan<br>Amount	$1,080,400.00
Interest<br>Rate	1.00%
Borrower	PHARMA<br>SERV INC
Operating<br>Company
Lender	Banco<br>Popular de Puerto Rico

PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of one million eighty thousand four hundred with 00/100 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note.

2. DEFINITIONS:

"Loan" means the loan evidenced by this Note.

"Loan Documents" means the documents related to this loan signed by Borrower.

"SBA" means the Small Business Administration, an Agency of the United States of America.

PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

Maturity: The maturity of the Loan is two years from the date of first disbursement of this loan (the "Maturity Date").

The amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection Program and the CARES Act.

The actual amount of loan forgiveness will depend, in part, on the total amount of payroll costs, payments of interest on mortgage obligations incurred before February 15, 2020, rent payments on leases dated before February 15, 2020, and utility payments under service agreements dated before February 15, 2020, over the eight-week period following the date of the Loan; provided, however, that not more than 25 percent of the loan forgiveness amount may be attributable to nonpayroll costs.

DEFAULT

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

D. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

E. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note.

F. Fails to pay any taxes when due;

G. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

H. Has a receiver or liquidator appointed for any part of their business or property;

I. Makes an assignment for the benefit of creditors;

J. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note.

K. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or

L. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrowers' ability

LENDER' S RIGHTS IF THERE IS A DEFAULT:

Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower; or

C. File suit and obtain judgment.

LENDER' S GENERAL POWERS:

Without notice and without Borrower's consent, Lender may:

A. Release anyone obligated to pay this Note; or

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan.

C. Take any action necessary to collect amounts owing on this Note

WHEN FEDERAL LAW APPLIES:

SUCCESSORS AND ASSIGNS

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

GENERAL PROVISIONS

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor.

10.

PAYCHECK PROTECTION PROGRAM PROVISIONS:

B. Interest on the Loan will accrue as described in Section 3 for the duration of any deferral.

C. Borrower may apply for forgiveness of certain amounts under this Note as set forth in the CARES Act, as may be amended from time to time, and any implementing regulations promulgated thereunder.

11.

STATE-SPECIFIC PROVISIONS:

N/A

12. BORROWER 'S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

PHARMA SERV INC

By:/s/ Pedro J. Lasanta Robles

Pedro J. Lasanta Robles

CFO

pbsv_ex106

Exhibit 10.6

PAYCHECK PROTECTION PROGRAM LOAN

NOTE

SBA<br>Loan #	PPP<br>- 29994972-01
SBA<br>Loan Name	PHARMA<br>BIO SERV US INC
Date	April<br>23, 2020
Loan<br>Amount	$94,200.00
Interest Rate	1.00%
Borrower	PHARMA<br>BIO SERV US INC
Operating Company
Lender	Banco<br>Popular de Puerto Rico

. PROMISE TO PAY:

In return for the Loan, Borrower promises to pay to the order of Lender the amount of ninety-four thousand two hundred with 00/100 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note.

2. DEFINITIONS:

"Loan" means the loan evidenced by this Note.

"Loan Documents" means the documents related to this loan signed by Borrower.

"SBA" means the Small Business Administration, an Agency of the United States of America.

PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

Maturity: The maturity of the Loan is two years from the date of first disbursement of this loan (the "Maturity Date").

The amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection Program and the CARES Act.

DEFAULT

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

D. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

E. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note.

F. Fails to pay any taxes when due;

G. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

H. Has a receiver or liquidator appointed for any part of their business or property;

I. Makes an assignment for the benefit of creditors;

J. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note.

K. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or

L. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrowers' ability

LENDER' S RIGHTS IF THERE IS A DEFAULT:

Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower; or

C. File suit and obtain judgment.

LENDER' S GENERAL POWERS:

Without notice and without Borrower's consent, Lender may:

A. Release anyone obligated to pay this Note; or

B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan.

C. Take any action necessary to collect amounts owing on this Note

WHEN FEDERAL LAW APPLIES:

SUCCESSORS AND ASSIGNS

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

GENERAL PROVISIONS

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor.

10.

PAYCHECK PROTECTION PROGRAM PROVISIONS:

B. Interest on the Loan will accrue as described in Section 3 for the duration of any deferral.

C. Borrower may apply for forgiveness of certain amounts under this Note as set forth in the CARES Act, as may be amended from time to time, and any implementing regulations promulgated thereunder.

11.

STATE-SPECIFIC PROVISIONS:

N/A

12.

BORROWER 'S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

PHARMA SERV INC

By: /s/ Pedro J. Lasanta Robles

Pedro J. Lasanta Robles

CFO