UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


(Amendment No. 1)


(Mark One)


☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934





For
the fiscal year ended October 31, 2017





☐ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the transition period from _____________ to
______________





Commission File No. 000-50956





PHARMA-BIO SERV, INC.(Exact
Name of Registrant as Specified in Its Charter)Delaware

20-0653570(State
or Other Jurisdiction of Incorporation or
Organization)

(IRS
Employer Identification No.)Pharma-Bio Serv Building,
#6 Road 696
Dorado, Puerto Rico

00646(Address
Of Principal Executive Offices)

(Zip
Code)787-278-2709


(Registrant’s
Telephone Number, Including Area Code)





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





Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.0001 per share





Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.





Yes ☐ No ☑





Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act.





Yes ☐ No ☑





Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☑ No ☐





Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
☑ No ☐





Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☑





Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer”, “smaller reporting
company”, and “emerging growth company” in Rule
12b-2 of the Exchange Act.





Large accelerated filer
☐
Accelerated filer
☐Non-accelerated filer
☐
Smaller reporting company
☑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. ☐





Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ☐ No ☑





The aggregate market value of common stock held by non-affiliates
of the registrant, based on the closing price for the
registrant’s common stock on April 28, 2017 (the last
business day of the second quarter of the registrant’s
current fiscal year), was $9,364,839.





The number of shares of the registrant’s common stock
outstanding as of January 25, 2018 was 23,062,531.





EXPLANATORY NOTE





This
Annual Report on Form 10-K/A is being filed by Pharma-Bio Serv,
Inc. (the "Company") to amend the Annual Report on Form 10-K for
the year ended October 31, 2017 filed by the Company with the
Securities and Exchange Commission (the "SEC") on January 29,
2018 to include the information required to be disclosed by Part
III, Items 10-14 of Form 10-K.














PHARMA-BIO SERV, INC.


ANNUAL REPORT ON FORM 10-K/A


FOR THE YEAR ENDED OCTOBER 31, 2017





TABLE OF CONTENTS





PART IIIITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1ITEM 11.
EXECUTIVE COMPENSATION
4ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
8ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
10ITEM 14
PRINCIPAL ACCOUNTING FEES AND SERVICES
10PART IVITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
11

















PART III





ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





(a)
 Identification of Directors





Name


Age

Positions with
the Company


Director
SinceElizabeth
Plaza(3)


54

Chairman
of the Board


2006Kirk
Michel(1),(2)


62

Director


2006Dov
Perlysky(2),(3)


55

Director


2004Howard
Spindel(1)


72

Director


2006Irving
Wiesen(1),(2),(3)


63

Director


2006


________________


(1)
 Member of the Audit
Committee and Compensation Committee.


(2)
 Member of the
Mergers and Acquisition Committee.


(3)
 Member of the
Nominating Committee.





Elizabeth Plaza
has served as the Chairman of the
Board since January 2006. Also, Ms. Plaza assumed the role of
Senior Strategic Consultant of the Company on January 1, 2013. Ms.
Plaza served as our president and chief executive officer from
January 2006 to December 2012, and as our principal executive
officer from January 1, 2014 to December 31, 2014. Ms. Plaza
founded Pharma-Bio Serv PR, Inc., a division of Pharma-Bio Serv,
Inc. on February 1993. Prior to founding her own company, she
worked for Warner Lambert, Inc, and McNeil Pharmaceutical, a
Johnson & Johnson company, as a Pharmaceutical Scientist. Ms.
Plaza graduated from the University of Puerto Rico, Magna Cum Laude
with a degree in Pharmaceutical Sciences. Also, Ms. Plaza has
attended the Executive Development program of the Massachusetts
Institute of Technology (MIT) and the Kellogg Management
Development Program for Minority CEO’s at Northwestern
University in Illinois.





Ms. Plaza is and has been a member of numerous
professional organizations. She served as a member of the US
Department of Commerce, MBDA, and Washington DC National Advisory
Council on Minority Business Enterprise from 2010-2013; she is a
director of the Board of Directors of the Puerto Rico Manufacturers
Association ("PRMA") and the President of the
Industrial Women Chapter under PRMA; and she served on the Export
Commerce Advisory Council for Puerto Rico Government from
2009-2012. On her philanthropic
activities, she is founder and President of the Board of Directors
of nonprofit 501c3 foundation Ángeles Vivientes, which
provides programs and education on children mistreatment
prevention.  In addition, she is an active member of
professional organizations including the Parenteral Drug
Association (PDA), where she was one of the authors of the
Technical Report on the new FDA Process Validation Guidance. She is
a member of the Delaware Valley International Society of
Pharmaceutical Engineers (ISPE), the American Society for Quality
Control (ASQC) and the American Association of Pharmaceutical
Scientists (AAPS).





Ms.
Plaza brings extensive leadership and business experience, as well
as an in-depth understanding of the Company's history and
tremendous knowledge of our business and the pharmaceutical
industry, to the Board. Her experience as an entrepreneur serving
the pharmaceutical industry has given her broad understanding and
expertise, along with a strong network of industry professionals
and executives in the industry in Puerto Rico and abroad.





Kirk Michel, a director since January 2006, is the founder
and a managing director of KEMA Advisors, Inc. (KEMA). 
Founded in 2000, KEMA is a boutique investment banking firm located
in Hillsborough, North Carolina. KEMA provides corporate finance
advisory services to middle market companies and governmental
agencies.  Prior to KEMA, from 1995 to 2000, Mr. Michel was
the co-founder and a managing director of Bahia Group Holdings,
LLC, which provided corporate finance, public finance and merger
and acquisition services to middle market companies and
governmental agencies. Mr. Michel holds a M.B.A. degree in Finance
and Accounting from the Columbia University Graduate School of
Business and a B.A. in Economics from Northwestern
University.





Mr.
Michel brings extensive leadership, business, and finance
experience to the Board. His experience as an investment banker
firm has given him broad understanding and expertise, particularly
relating to business and finance matters.





Dov Perlysky, a director since 2004, has been the managing
member of Nesher, LLC, a private investment firm since 2000. From
1998 until 2002, Mr. Perlysky was a vice president in the private
client group of Laidlaw Global Securities, a registered
broker-dealer. He received his B.S. in Mathematics and Computer
Science from the University of Illinois in 1985 and a Masters in
Management from the JL Kellogg Graduate School of Northwestern
University in 1991. Mr. Perlysky is currently a director of Enzo
Biochem, Inc., a growth-oriented life sciences and clinical
laboratory company listed on the New York Stock Exchange, Engex,
Inc., a closed-end mutual fund, and Highlands Bancorp, Inc., a New
Jersey community bank.





1





Mr.
Perlysky brings extensive leadership and business experience, as
well as an in-depth understanding of the Company's history and
tremendous knowledge of our business and the pharmaceutical
industry, to the Board. His experience as the former president of
the Company has given him broad understanding and expertise,
particularly relating to the Company's business and
industry.





Howard
Spindel, a director since
January 2006, has been a consultant with Integrated Management
Solutions, a securities industry consulting and recruitment firm
which he founded, since 1985. In this capacity, he has also acted
as a financial and operations principal, general securities
principal, registered representative and options principal for
several broker-dealers during this period. He is also a director of
Engex, Inc., a closed-end investment company, and Oak Tree
Educational Partners, Inc., a training company. Mr. Spindel
received a B.S (Accounting) degree from Hunter College and is a
Certified Public Accountant.





Mr.
Spindel brings extensive leadership, business, and accounting
experience to the Board. His experience as a consultant, certified
public accountant and board member to other companies has given him
broad understanding and expertise, particularly relating to
business, accounting and finance matters.





Irving
Wiesen, a director since
January 2006, has practiced as an attorney specializing in food and
drug law and regulation in the pharmaceutical and medical device
industries for over thirty years. For more than the past ten years
he has been of counsel to the New York law firms, Ullman, Shapiro
and Ullman, LLP and Cohen, Tauber, Spievack & Wagner. Prior to
that, Mr. Wiesen was a partner in the New York food and drug law
firm, Bass & Ullman, and also served as division counsel of
Boehringer Ingelheim Pharmaceuticals, Inc. Mr. Wiesen represents
pharmaceutical, medical device and biotechnology companies in all
aspects of FDA regulation, corporate practice and compliance,
litigation and allied commercial transactions. Mr. Wiesen received
his J.D. degree from the New York University School of Law and
holds an M.A. in English Literature from Columbia University and a
B.A., cum laude, from Yeshiva University.





Mr.
Wiesen brings extensive leadership, business, and legal experience
to the Board. He has practiced as an attorney specializing in food
and drug law and regulation in the pharmaceutical and medical
device industries for over thirty years. His experience as a
practicing lawyer in the pharmaceutical and medical device
industries has given him broad understanding and expertise,
particularly relating to legal and industry matters impacting the
Company.





(b)
 Identification of Executive Officers





Name


Age

PositionVictor
Sanchez


47

Chief
Executive Officer, President and President of European
OperationsPedro J. Lasanta


58

Chief Financial Officer, Vice President - Finance and
Administration and Secretary





Victor Sanchez
has served as our Chief Executive
Officer and President since January 1, 2015 and as the President of
the European Operations of the Company since January 2011. Prior to
joining the Company, he served as Operations Manager in the LOCM
and OSD divisions of Merck Sharp & Dohme (“MSD”), a
pharmaceutical company, in Madrid, Spain from April 2010 to January
2011 and as Operations Manager of the LOCM division of
Schering-Plough S.A., a pharmaceutical company, in Madrid, Spain,
from September 2004 to April 2010. He served as Quality Control
Validations Manager for Schering-Plough Products, LLC, a
pharmaceutical company (“Schering-Plough”), in Puerto
Rico from December 2000 to August 2004 and as Quality Control
Laboratory Supervisor of Schering-Plough from April 1996 to
December 2000. Mr. Sanchez holds a Bachelor of Science in
Chemistry, summa cum laude, and a M.B.A. in Industrial Management,
cum laude, from the Interamerican University of Puerto Rico. He
holds a Post Graduate Diploma in Pharmaceutical Validation
Technology from the Dublin Institute of Technology, Ireland. Mr.
Sanchez is a chemist licensed by the Puerto Rico State Department
and a member of the American Chemical Society, the Parenteral Drug
Association, the Regulatory Affairs Professional Society, and the
International Society for Pharmaceutical
Engineers.





Pedro J. Lasanta
has served as our Chief Financial
Officer and Vice President - Finance and Administration since
November 2007, and our Secretary since December 1, 2014. From 2006
until October 2007, Mr. Lasanta was in private practice as an
accountant, tax and business counselor. From 1999 until 2006, Mr.
Lasanta was the Chief Financial Officer for Pearle Vision Center
PR, Inc. In the past, Mr. Lasanta was also an audit manager for
Ernst & Young, formerly Arthur Young & Company. He is a cum
laude graduate in business administration (accounting) from the
University of Puerto Rico. Mr. Lasanta is a Certified Public
Accountant. In 2012, he was awarded the Puerto Rico Manufacturers
Association (North Region) Service Manager of the Year. Mr. Lasanta
has served as a Member of the Puerto Rico District Export Council
for the U.S. Department of Commerce since January
2014.





2





(c)
 Identification of Certain Significant Employees





Not
applicable.





(d)
 Family Relationships





There
are no family relationships among our executive officers and
directors.





(e)
 Business Experience





The
business experience of each of our current directors and executive
officers is set forth in Part III, Item 10(a),
“Identification of Directors” and Part III, Item 10(b),
“Identification of Executive Officers,” respectively,
of this Annual Report on Form 10-K/A.





The
directorships currently held, and held during the past five years,
by each of our directors in any company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, or subject to Section 15 of such Act or any
company registered as an investment company under the Investment
Company Act of 1940, as amended, are set forth in Part III, Item
10(a), “Identification of Directors” of this Annual
Report on Form 10-K/A.





(f)
 Involvement in Certain Legal Proceedings





To
the best of our knowledge, none of our directors or executive
officers that served during the year ended October 31, 2017
("Fiscal 2017") or currently has been involved during the past ten
years in any legal proceedings required to be disclosed pursuant to
Item 401(f) of Regulation S-K.





(g)
 Promoters and Control Persons





Not
applicable.





(h) and (i) Audit Committee and Audit Committee Financial
Expert





The
members of the standing Audit Committee are Howard Spindel,
Chairman, Kirk Michel and Irving Wiesen, all of whom are
independent directors as determined by the Nasdaq Rules. The
responsibilities and duties of the Audit Committee consist of but
are not limited to: (1) overseeing the financial reporting process;
(2) meeting with our external auditors regarding audit results; (3)
engaging and ensuring independence of our outside audit firm and
(4) reviewing the effectiveness of the Company’s internal
controls.





Our Board has determined that Mr. Spindel
qualifies as an “Audit Committee financial expert”
within the meaning of applicable regulations of the Securities and
Exchange Commission, promulgated pursuant to the Sarbanes-Oxley Act
of 2002. Our board of directors has adopted a written charter for
the Audit Committee which the Audit Committee reviews and
reassesses for adequacy on an annual basis. A copy of the Audit
Committee’s charter is located on our website at
www.pharmabioserv.com
.





(j)
 Procedures for Stockholder Nominations to the Board of
Directors





No
material changes to the procedures for nominating directors by our
stockholders were made during Fiscal 2017.





Section 16(a) Beneficial Ownership Reporting
Compliance





Section
16(a) of the Securities Exchange Act requires our executive
officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and
transactions in, our securities with the Securities and Exchange
Commission and to provide us with copies of those filings. To the
Company’s knowledge, based solely on a review of the copies
of such reports furnished to the Company and written
representations that no other reports were required, during the
year ended October 31, 2017, all such filing requirements
applicable to the Company’s directors, executive officers and
greater than 10% beneficial owners were complied with.





3





Code of Conduct and Ethics





We have adopted a Code of Ethics that applies to
all our senior management, including our principal executive
officer, principal financial officer and principal accounting
officer, and directors. A copy of our Code of Ethics is located on
our website at www.pharmabioserv.com.
We intend to post amendments to or waivers from our Code of Ethics
(to the extent applicable to our Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer or
controller, or persons performing similar functions) on our website
at www.pharmabioserv.com.
Our website is not part of this report.





ITEM 11.
 EXECUTIVE COMPENSATION





Summary Compensation Table





The
following table provides the compensation paid to our principal
executive officer and other executive officers whose total
compensation exceeded $100,000 for the fiscal years ended October
31, 2017 and 2016 (the "Named Executive Officers").





Name and
Principal Position

Fiscal
Year
Salary
Bonus
Stock
Awards
($)
(1)
Option Awards
($)(1)
All
Other
Compensation

TotalVictor
Sanchez

2017
$220,600
$-
$4,167
$9,894
$14,950
(2)
$249,611President
and
Chief Executive
Officer

2016
$220,600
$-
$6,506
$11,506
$11,917
(2)
$250,529Pedro
Lasanta,

2017
$160,600
$-
$-
$9,894
$-

$170,494Chief Financial
Officer, Vice President -Finance and Administration and
Secretary

2016
$160,600
$-
$-
$11,506
$-

$172,106





__________


(1)
 Amounts shown do
not reflect compensation received by the executive officers.
Instead, the amounts shown are the compensation costs recognized by
us in fiscal year 2017 and 2016 for option grants and restricted
units awards, as applicable, that were made to officers as
determined pursuant to FASB ASC Topic 718. The assumptions used to
calculate the value of option and restricted stock units awards are
set forth under Note I - Stock Options, Restricted Stock Units and
Stock Based Compensation in our audited financial statements for
the fiscal year ended October 31, 2017 included in our Annual
Report on Form 10-K for the fiscal year ended October 31,
2017.





(2)
 Represents health
insurance plan expenses incurred pursuant to Mr. Sanchez’s
employment agreement.





4





Outstanding Equity Awards at Fiscal Year-End Table





The
following table summarizes information regarding equity-based
awards held by our Named Executive Officers as of October 31,
2017.





Option
Awards
Stock
AwardsName
Number
of Securities
Underlying Unexercised Options Exercisable

Number of
Securities Underlying Unexercised Options
Unexercisable

Option Exercise
Price
Option
Expiration
Date
Number
of Shares or
Units of Stock that have not Vested
Market Value of
Shares or Units of Stock that have not Vested
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights that
have not Vested
Equity
Incentive
Plan
Awards:
Market or Payout
Value of Unearned Shares, Units or Other Rights that have not
VestedVictor
Sanchez
41,666
(1)
83,334
(1)
$0.86
Dec. 16,
2020
-
$-
-
-Pedro
Lasanta
41,666
(1)
83,334
(1)
$0.86
Dec. 16,
2020
-
$-
-
-





(1)
 Represents options
to purchase 125,000 shares of common stock which were granted on
December 17, 2015. These options vest in three annual installments
beginning on December 17, 2016.








Employment Agreements and Consulting Agreement





Victor Sanchez – Employment Agreement





On
January 1, 2015, the Company entered into an Employment Agreement
with Victor Sanchez, the President, Chief Executive Officer and
President of Europe Operations of the Company (the
“Employment Agreement”). Pursuant to the Employment
Agreement, Mr. Sanchez is entitled to receive an annual base salary
of $220,000 and such discretionary bonus, stock options and other
equity-based incentives as determined by the Compensation Committee
of the Company. Also, Mr. Sanchez is entitled to receive benefits
provided to all other executive officers of the
Company.





Also,
pursuant to the Employment Agreement, if the Company terminates the
Employment Agreement and Mr. Sanchez’s employment other than
for death, disability or cause, the Company shall (1) pay to Mr.
Sanchez within 30 days after the date of termination (a) a lump-sum
severance payment in an amount equivalent to one (1) year of salary
at the time of the termination, less legal withholdings, or the
severance established by PR labor law No. 80 of May 30, 1976, known
as the “Wrongful Discharge Act” (“Ley de Despido
Injustificado”), whichever amount is higher; (b) any bonuses
that he may have earned up to the date of his termination, and (c)
the value of any unused accrued vacation days, (2) provide
executive one (1) year health coverage for the executive and
dependents, and (3) provide that any restricted stock units,
options or other similar granted awards held by him will become
vested and exercisable for a three month period following the
termination. Also, pursuant to the Employment Agreement, in the
event of a change of control of the Company in connection with a
sale, merger or acquisition of the Company or the Company ceases to
be a public company, and is no longer subject to the reporting
obligations of the Securities Exchange Act of 1934, as amended, any
restricted stock units, options or other similar granted awards
held by Mr. Sanchez will become vested and exercisable immediately
prior to such event. If the Employment Agreement is terminated for
death, disability or cause, no additional compensation will be
payable subsequent to the date of such termination. The Employment
Agreement also includes standard provisions relating to
non-competition, non-solicitation and confidentiality.





Pedro Lasanta – Employment Agreement





On
November 5, 2007, we entered into an employment agreement with
Pedro Lasanta, our chief financial officer, for a one year term
pursuant to which we paid Mr. Lasanta an annual salary of $100,000
plus a monthly car allowance of $500. Mr. Lasanta’s
employment agreement has a non-competition provision pursuant to
which he agrees that during the term of the agreement and for one
year thereafter, Mr. Lasanta will not, directly or indirectly,
engage in a competing business or solicit any customer or seek to
persuade any customer to reduce the amount of business it does with
us or seek to persuade any employee to leave our
employment.





On
December 17, 2008, we entered into an amendment to the employment
agreement with Pedro Lasanta pursuant to which the term of the
contract was extended indefinitely. The amended employment
agreement provides that we will pay Mr. Lasanta an annual salary of
$110,000 and an annual bonus in cash or Company stock options to be
granted based on performance metrics to be established. Pursuant to
the amended employment agreement, we will grant Mr. Lasanta options
to purchase 30,000 shares of Company stock having an exercise price
equal to fair market value on the date of grant and vesting in
three equal annual installments beginning one year from November 1,
2008. In addition, upon termination of Mr. Lasanta’s
employment for reasons other than those set forth in his amended
employment agreement, Mr. Lasanta will receive a lump-sum severance
payment in an amount equivalent to six months of his salary at the
time of the termination, less legal withholdings, or the severance
established by PR labor law No. 80 of May 30, 1976 known as the
“Wrongful Discharge Act” (“Ley de Despido
Injustificado”), whichever amount is higher. All other terms
and conditions of Mr. Lasanta’s employment agreement remain
the same.





5





On
March 11, 2009, upon the approval of the Company’s
Compensation Committee, the Company entered into an Amendment to
Employment Agreement with Pedro J. Lasanta to reduce Mr.
Lasanta’s current annual base salary from $110,000 to
$106,000 and to eliminate Mr. Lasanta’s automobile allowance
effective March 1, 2009. Effective January 1, 2010, the Company
amended the Employment Agreement of Mr. Lasanta, dated November 5,
2007, to restore Mr. Lasanta's annual base salary to $110,000. On
January 31, 2012, the Company amended the Employment Agreement of
Mr. Lasanta, dated November 5, 2007, to increase Mr. Lasanta's
annual base salary from $110,000 to $125,000. On December 31, 2012,
the Company amended the Employment Agreement of Mr. Lasanta, dated
November 5, 2007, to increase Mr. Lasanta's annual base salary from
$125,000 to $150,000 as of January 1, 2013. All other terms and
conditions of Mr. Lasanta's employment agreement, as amended,
remain the same.





On
February 17, 2014, the Company amended the Employment Agreement of
Pedro Lasanta, dated November 5, 2007, to increase Mr.
Lasanta’s salary to $160,000, effective January 1, 2014 (the
"Lasanta Amendment"). Also, pursuant to the Lasanta Amendment, if
the Company terminates the employment agreement of Mr. Lasanta
other than for death, disability or cause, the Company shall (1)
pay to the executive within 30 days after the date of termination
(a) a lump-sum severance payment in an amount equivalent to one (1)
year of salary at the time of the termination, less legal
withholdings, or the severance established by PR labor law No. 80
of May 30, 1976, known as the “Wrongful Discharge Act”
(“Ley de Despido Injustificado”), whichever amount is
higher; (b) any bonuses that the executive may have earned up to
the date of his termination, and (c) the value of any unused
accrued vacation days, (2) provide executive one (1) year health
coverage for the executive and dependents, and (3) provide that any
restricted stock units, options or other similar granted awards
held by the executive will become vested and exercisable for a
three month period following the termination. Also, pursuant to the
Lasanta Amendment, in the event of a change of control of the
Company in connection with a sale, merger or acquisition of the
Company or the Company ceases to be a public company, and is no
longer subject to the reporting obligations of the Securities
Exchange Act of 1934, as amended, any restricted stock units,
options or other similar granted awards held by Mr. Lasanta will
become vested and exercisable immediately prior to such
event.





Elizabeth Plaza - Consulting Agreement





On
December 31, 2013, the Company entered into a Consulting Agreement
with Strategic Consultants International, LLC (the
“Consultant”) and Ms. Elizabeth Plaza, effective as of
January 1, 2014. On January 1, 2015, the consulting agreement was
amended to extend the term of the Consulting Agreement for an
additional year to December 31, 2015. On December 30, 2015, the
consulting agreement was amended to extend the term of the
consulting agreement for an additional year to December 31, 2016
and to amend the monthly retainer to $31,500 effective January 1,
2016. On January 17, 2017, the consulting agreement was amended to
extend the term of the consulting agreement for an additional year
to December 31, 2017 and to amend the monthly retainer to $42,000
effective January 1, 2017. On January 8, 2018, the consulting
agreement was amended to extend the term of the consulting
agreement for an additional year to December 31, 2018 (the
“Extension Term”). The Company will compensate
Consultant a monthly retainer of $33,700 during the Extension Term.
Additionally, in the event the Company achieves at least eighty
percent (80%) of its budget for the year ending October 31, 2018,
Consultant shall receive a payment in the amount of $100,000 (the
“Incentive Fee”). If the Company achieves one hundred
percent (100%) or more of its budget for the year ending October
31, 2018, the Incentive Fee shall be $120,000. All other terms and
conditions of the Consulting Agreement remain the same. Pursuant to
the consulting agreement, the Consultant will consult with the
Board regarding the Company’s strategic initiatives, company
services, management, operations and other matters as may be
requested from time to time by the Board. In addition to the
monthly fee, Ms. Plaza will receive a company automobile and such
insurance as she was provided by the Company during her last year
of employment with the Company. The consulting agreement also
included standard provisions relating to non-competition,
confidentiality, and nondisparagement.





Director Compensation





Effective
January 1, 2014, the Compensation Committee of the Board approved
the following compensation to our non-employee directors (i) a
$10,000 quarterly retainer fee and (ii) an automatic annual stock
option grant of 20,000 shares to be granted on the tenth day of
January each year. Also, each non-employee director received an
option to purchase 25,000 shares of the Company’s common
stock on the date of his first election. Ms. Plaza received
consulting fees during the year ended October 31, 2017 as set forth
below. Ms. Plaza did not receive compensation as a director for the
year ended October 31, 2017.





6





The
following table summarizes the compensation earned and paid to our
directors for the year ended October 31, 2017.





Name
Fees Earned (1)
Option
Awards
(2)(3)
All Other
Compensation
TotalElizabeth
Plaza
$-
$-
$500,792(4)
$500,792(4)Kirk
Michel
$40,000
$11,364
$-
$51,364Dov
Perlysky
$40,000
$11,364
$-
$51,364Howard
Spindel
$40,000
$11,364
$-
$51,364Irving
Wiesen
$40,000
$11,364
$-
$51,364


(1)
 Except for
Elizabeth Plaza, during the fiscal year ended October 31, 2017 all
members of the Board of Directors individually earned fees of
$40,000 each, of which $30,000 were paid within the fiscal year and
$10,000 subsequently on December 2017.





(2)
 Amounts
shown do not reflect compensation actually received by the
directors. Instead, the amounts shown are the compensation costs
recognized by us in fiscal year 2017 for option grants that were
made to directors as determined pursuant to FASB ASC Topic 718. The
assumptions used to calculate the value of option awards are set
forth under Note I - Stock Options, Restricted Stock Units and
Stock Based Compensation in our audited financial statements for
the fiscal year ended October 31, 2017, included in our Annual
Report on Form 10-K for the fiscal year ended October 31,
2017.





(3)
 The
options grants have a term of five years from the grant date and an
exercise price equal to the fair market value on the date of grant.
The options are exercisable as to 50% of the shares six months from
the date of grant and as to the remaining 50% 18 months from the
date of grant.





(4)
 Represents
consulting fees and company lease payments for the vehicle under
Elizabeth Plaza’s use for the year ended October 31, 2017 in
the amount of $483,000 and
$17,792, respectively. For additional information regarding these
consulting fees, see Employment Agreements and Consulting
Agreement- Elizabeth Plaza - Consulting Agreement
above.





As of
October 31, 2017, each of the below named directors held the
following number of options to purchase shares of common
stock:





Messrs.
Perlysky, Spindel, Michel, and Wiesen





Grant
Date

Options

Exercise
Price1/02/2013

10,000

$
0.751/10/2014

20,000

$
2.051/10/2015

20,000

$
1.281/10/2016

20,000

$
0.951/10/2017

20,000

$
0.91





Compensation Committee





The members of the Compensation Committee are Kirk
Michel, Chairman, Howard Spindel and Irving Wiesen, all of whom are
independent directors as determined by the Nasdaq Rules. The
responsibilities and duties of the Compensation Committee consist
of, but are not limited to: (1) approving salaries and incentive
compensation of executive officers, as well as the compensation of
our Board members; (2) reviewing compensation plans, policies and
benefit programs for employees, generally and (3) administering the
employee stock option and benefit plans, when designed by the
Board. While performing its duties, the Compensation Committee
receives substantial input from the Chief Executive Officer
regarding the appropriate level and type of compensation for our
executives, excluding the compensation paid to the Chief Executive
Officer. The Compensation Committee has determined that no risks
exist rising from the Company’s compensation policies and
practices for its employees that are reasonably likely to have a
material adverse effect on the Company. The Compensation Committee
has not retained a compensation consultant to review our policies
and procedures with respect to executive compensation. A copy of
the Compensation Committee’s charter is located on our
website at www.pharmabioserv.com.





7





ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS





The
following table provides information as to shares of common stock
beneficially owned as of February 22, 2018 by:





●
 each
director;





●
 each officer named
in the summary compensation table (“Named Executive
Officers”);





●
 each person owning
of record or known by us, based on information provided to us by
the persons named below, to own beneficially at least 5% of our
common stock; and





●
 all directors and
executive officers as a group.





As
of February 22, 2018, the Company had 23,062,531 shares of common
stock outstanding. As used herein, the term beneficial ownership
with respect to a security is defined by Rule 13d-3 under the
Securities Exchange Act of 1934 as consisting of sole or shared
voting power (including the power to vote or direct the vote)
and/or sole or shared investment power (including the power to
dispose or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the
next 60 days. Unless otherwise noted, beneficial ownership consists
of sole ownership, voting and investment rights and the address for
each person is c/o Pharma-Bio Serv, Inc., the Pharma-Bio Serv
Building, #6 Road 696, Dorado, Puerto Rico, 00646.





Name

Shares of
Common Stock Beneficially Owned at
February 22,
2018


PercentageDirectors and Executive OfficersElizabeth
Plaza(1)


9,169,518



39.8
%Dov
Perlysky(2)


2,032,655



8.8
%Kirk
Michel(3)


428,469



1.8
%Howard
Spindel(4)


95,310



*Irving
Wiesen(5)


95,205



*Victor
Sanchez(6)


132,544



*Pedro
Lasanta(7)


153,900



*All Directors and Executive Officers as a group(seven persons)(8)


12,107,601



51.5
%5% or Greater StockholdersVenturetek,
L.P.(9)


3,132,932



13.6
%Ramon
Luis Dominguez Thomas (10)


2,060,060



8.9
%Addison
McKinley Levi III (11)


2,050,059



8.9
%


______________


* Less than 1%.


(1)
 Includes 4,099,241
shares owned by Ms. Plaza directly and 5,070,277 shares subject to
a voting proxy in favor of Ms. Plaza. In conjunction with
certification as a minority controlled business, Ms. Plaza received
irrevocable proxies (“Voting Proxies”) to vote an
aggregate of 5,070,277 shares of the Company’s common stock
from Venturetek LP, Krovim, LLC and LDP Family Partnership. These
Voting Proxies are effective until December 19, 2018, unless the
business certification expires sooner.





(2)
 The shares of
common stock beneficially owned by Mr. Perlysky include (i) 25,310
shares directly owned, (ii) 1,164,554 shares of common stock owned
by Krovim, LLC, (iii) 772,791 shares owned by LDP Family
Partnership and (iv) options issued to Mr. Perlysky to purchase
70,000 shares of common stock, which are vested as of February 22,
2018. Elizabeth Plaza exercises voting power over the shares owned
by Krovim pursuant to a Voting Proxy and Mr. Perlysky as the
manager of Nesher, LLC, which is the manager of Krovim, may be
deemed to exercise dispositive power over these shares. Mr.
Perlysky disclaims beneficial interest in the shares owned by
Krovim. Elizabeth Plaza exercises voting power over the shares
owned by the LDP Family Partnership pursuant to a Voting Proxy and
Mr. Perlysky’s wife, the general partner of LDP Family
Partnership, is deemed to exercise dispositive power over these
shares. Mr. Perlysky disclaims beneficial ownership in the
securities owned by his wife.





(3)
 The shares of
common stock beneficially owned by Mr. Michel consist of (i) 17,763
shares directly owned, (ii) 70,000 shares of common stock issuable
upon exercise of options, which are vested as of February 22, 2018,
and (iii) 340,706 shares of common stock owned by KEMA Advisors, of
which Mr. Michel is managing director.





(4)
 The shares of
common stock owned by Mr. Spindel represent 25,310 shares owned by
his spouse and 70,000 shares issuable upon exercise of options,
which are vested as of February 22, 2018. Mr. Spindel disclaims
beneficial ownership of the shares held by his spouse.





(5)
 The shares of
common stock owned by Mr. Wiesen represent 25,205 shares directly
owned and 70,000 shares issuable upon exercise of options, which
are vested as of February 22, 2018.





(6)
 The shares of
common stock owned by Mr. Sanchez represent 49,211 shares directly
owned and 83,333 shares issuable upon exercise of options, which
are vested as of February 22, 2018.





8





(7)
 The shares of
common stock owned by Mr. Lasanta represent 70,567 shares directly
owned and 83,333 shares issuable upon exercise of options, which
are vested as of February 22, 2018.





(8)
 Includes 446,666
shares issuable upon the exercise of options, which are vested as
of February 22, 2018.





(9)
 This information
was obtained from Amendment No. 4 to Schedule 13 D/A filed by
Venturetek, L.P. (“Venturetek”) on September 6, 2011.
Does not include 1,565,058 shares underlying warrants, which
warrants expired in January 2011, listed in the Schedule 13 D/A
filed on January 5, 2011. Mr. David Selengut, the manager of
TaurusMax LLC, which is the general partner of Venturetek has sole
dispositive power and Elizabeth Plaza has sole voting power over
these shares pursuant to a Voting Proxy. The mailing address for
Venturetek, L.P. is 150 East 42nd Street, New York, NY
10017.





(10)
 This information
was obtained from a Schedule 13D filed by Ramon Luis Dominguez
Thomas on March 27, 2014. The business address for this person is
c/o San Juan Holdings, Inc., MCS Plaza, Suite #305, 255 Ponce de
Leon Avenue, San Juan, PR, 00917.





(11)
 This information
was obtained from a Schedule 13D filed by Addison McKinley Levi III
on March 27, 2014. The business address for this person is c/o San
Juan Holdings, Inc., MCS Plaza, Suite #305, 255 Ponce de Leon
Avenue, San Juan, PR, 00917.








Equity Compensation Plan Information





The
following table summarizes the equity compensation plans under
which our securities may be issued as of October 31,
2017.





Plan Category
Number of
securities
to be issued
upon
exercise
of
outstanding
options
Weighted-average
exercise
price per
share of
outstanding
options and
warrants
Number of
securities
remaining
available for
future
issuance under equity compensation
plansEquity compensation
plans approved by security holders:2014 Long-Term
Incentive Plan (1)
460,000
$0.8887
1,840,0002005 Long-Term
Incentive Plan (2)
200,000
$1.4820
-Equity compensation
plans not approved by security holders
-
-
-Total
660,000

1,840,000


(1)
 The
2014 Long-Term Incentive Plan was approved by stockholders in April
2014.





(2)
 The 2005 Long-Term
Incentive Plan was approved by stockholders in April 2006, and
amended by stockholder approval in April 2007. No further awards
may be issued under this equity compensation plan since its term
ended October 2015.





9





ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Related Party Transactions





In
February 2007, we entered into an agreement for our main resource
facilities in Dorado, Puerto Rico with Plaza Professional Center,
Inc., a company controlled by Elizabeth Plaza, our Chairman of the
Board. These facilities accommodate our testing laboratory, our
customer-specialized training facilities, and our Puerto Rico
consulting and headquarters offices. The agreement is for a five
year term, with initial monthly installments of $18,750, which will
increase by 5% annually. The agreement also requires the payment of
utilities, property taxes, insurance and a portion of expenses
incurred by the affiliate in connection with the maintenance of
common areas. The agreement provided for a renewal option under the
same terms, which became effective February 2012 for a period of
five additional years. In July 2016, with effective date January 1,
2016, the Company renegotiated the lease agreement. It incorporates
additional space for a laboratory testing facility expansion, is
for a five-year term, with a renewal option of five years, and
monthly rental payments of $30,316 for the term of the lease
agreement and renewal option. The lease agreement also requires the
payment of utilities, property taxes, insurance and expenses
incurred by the affiliate in connection with the maintenance of
common areas. During the years ended October 31, 2017 and October
31, 2016, we paid approximately $363,800 and $359,000,
respectively, to Plaza Professional Center, Inc. in connection with
the lease of these facilities.





Also,
see Employment Agreements and Consulting Agreement - Elizabeth
Plaza - Consulting Agreement above for a description of the
Consulting Agreement. During the years ended October 31, 2017 and
October 31, 2016, we paid consulting fees and company lease
payments in the amount of $483,000 and $17,792, and $399,000 and
$18,936, respectively under the Consulting Agreement.





On
November 28, 2014, Pharma-Bio PR entered into an Independent
Contractor Agreement with Nelida Plaza, Elizabeth Plaza’s
sister, pursuant to which Ms. N. Plaza provides independent
services with project deliverables as requested by Pharm-Bio PR at
a rate ranging from $90 to $125 per hour. During the years ended
October 31, 2017 and 2016, Ms. N. Plaza was compensated $181,045
and $242,193 respectively, pursuant to the Independent Contractor
Agreement.





Director Independence





The
Board has determined that the following directors are independent
pursuant to Nasdaq Rule 5605 (“Nasdaq Rules”) (even
though the Company’s securities are not traded on the Nasdaq
market): Kirk Michel, Dov Perlysky, Howard Spindel and Irving
Wiesen. The members of the Audit Committee are Howard Spindel, Kirk
Michel and Irving Wiesen, all of whom are independent directors as
determined by the Nasdaq Rules.  The members of the
Compensation Committee are Kirk Michel, Howard Spindel and Irving
Wiesen, all of whom are independent directors as determined by the
Nasdaq Rules.  The members of the Nominating Committee are Dov
Perlysky, Elizabeth Plaza and Irving Wiesen, and Messrs. Perlysky
and Wiesen are independent as determined by the Nasdaq
Rules.





ITEM 14.
 PRINCIPAL ACCOUNTING FEES AND SERVICES





We
were billed by Horwath Velez & Co. PSC ('Horwath') in 2017 and
2016 as follows:





Description of
services:
Fiscal
2017
Fiscal
2016Audit
$45,500
$50,500Audit-Related
27,900
28,275Tax and other
services
6,000
12,399Total
Fees
$79,400
$91,174





Audit
fees above are professional services associated with the integrated
audit of our consolidated financial statements. Audit-Related fees
are primarily attributable to services rendered in connection to
reviews of our quarterly condensed financial statements. Tax and
other services are mainly attributable to retirement plan
compliance audit and international tax compliance
services.





Policy on Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors





The
Audit Committee’s policy is to pre-approve all audit and
permissible non-audit services provided by the independent public
accountants. These services may include audit services,
audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category
of services and is generally subject to a specific budget. Horwath
and management are required to periodically report to the Audit
Committee regarding the extent of services provided by the
independent public accountants in accordance with this
pre-approval, and the fees for the services performed to date. The
Audit Committee may also pre-approve particular services on a case
by case basis. The Audit Committee approved one hundred percent
(100%) of all services provided by Horwath during fiscal 2017 and
2016.





The
Audit Committee has considered the nature and amount of the fees
billed by Horwath, and believes that the provision of the services
for activities unrelated to the audit is compatible with
maintaining Horwath’s independence.





10








PART IV





ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





The
following documents are filed as a part of this Annual Report on
Form 10-K/A:





1.
 All Financial
Statements: Consolidated Financial Statements are included in our
Annual Report on Form 10-K filed with the Commission on
January 29, 2018 immediately following the signature page of
the report. See Index to Consolidated Financial Statements on page
F-1 on our Annual Report on Form 10-K filed with the Commission on
January 29, 2018.





2.
 Financial Statement
Schedules: None.





3.
 Exhibits: The
following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the Commission, as
indicated in the description of each.





Incorporated
By ReferenceExhibit
Number

Exhibit
Description

Form

File
Number

Exhibit

Filing
Date3.1

Restated
Certificate of Incorporation

8-K

000-50956

99.1

5/1/20063.2

Certificate
of Amendment to the Certificate of Incorporation

8-K

000-50956

3.1

4/12/133.3

By-laws

10-SB12G

000-50956

3.2

9/24/20043.4

Amendment
No. 1 to the By-laws

8-K

000-50956

3.1

6/6/20083.5

Amendment
No. 2 to the By-laws

8-K

000-50956

3.2

4/12/1310.1

Consulting
Agreement, effective January 1, 2014, between Pharma-Bio Serv Inc.,
Strategic Consultants International, LLC and Elizabeth
Plaza.

8-K

000-50956

10.1

12/31/1310.2

Consulting
Agreement Amendment, effective January 1, 2015, between Pharma-Bio
Serv Inc., Strategic Consultants International, LLC and Elizabeth
Plaza.

8-K

000-50956

10.1

1/5/201510.3

Consulting
Agreement Amendment, effective January 1, 2016, between Pharma-Bio
Serv Inc., Strategic Consultants International, LLC and Elizabeth
Plaza.

8-K

000-50956

10.1

1/5/201610.4

Consulting
Agreement Amendment, effective January 1, 2017, between Pharma-Bio
Serv Inc., Strategic Consultants International, LLC and Elizabeth
Plaza.

8-K

000-50956

10.1

1/20/201710.5

Employment
Agreement, effective January 1, 2015, between Pharma-Bio Serv, Inc.
and Victor Sanchez

8-K

000-50956

10.2

1/5/201510.6

Employment
Agreement dated November 5, 2007 between the Pharma-Bio Serv, Inc.
and Pedro Lasanta

10-K

000-50956

10.8

1/29/200910.7

Amendment
to Employment Agreement dated December 17, 2008 between the
Registrant and Pedro Lasanta

8-K

000-50956

99.1

12/23/200810.8

Amendment
to Employment Agreement, dated March 11, 2009, by and between the
Company and Pedro Lasanta

8-K

000-50956

10.3

3/17/200910.9

Employment
Agreement Amendment, effective as of January 1, 2010, by and
between the Company and Pedro Lasanta.

8-K

000-50956

10.2

1/07/201010.10

Employment
Agreement Amendment, dated January 31, 2012, by and between the
Company and Pedro J. Lasanta

8-K

000-50956

10.1

2/2/201210.11

Employment
Agreement Amendment, dated December 31, 2012, by and between the
Company and Pedro J. Lasanta

8-K

000-50956

10.1

1/7/201310.12

Employment
Agreement Amendment between Pharma-Bio Serv, Inc. and Pedro
Lasanta, effective January 1, 2014.

8-K

000-50956

10.2

2/21/201410.13

2005
Long-Term Incentive Plan, as amended

DEF
14A

000-50956

Appendix
C

3/26/200710.14

Amendment
to 2005 Long-Term Incentive Plan

10-Q

000-50956

10.4

3/17/201410.15

Pharma-Bio
Serv, Inc. 2014 Long-Term Incentive Plan

8-K

000-50956

10.1

5/2/201414.1

Code of
business conduct and ethics for senior management

10-KSB

000-50956

14.1

2/2/200721.1

List of
Subsidiaries

10-K

000-50956

21.1

1/29/201823.1

Consent
of Horwath Vélez & Co, PSC

10-K

000-50956

23.1

1/29/201831.1*

Certification
of chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2*

Certification
of chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1**

Certification
of chief executive officer and chief financial officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002101.INS

XBRL
Instance Document

10-K

000-50956

101.INS

1/29/2018101.SCH

XBRL
Taxonomy Extension Schema

10-K

000-50956

101.SCH

1/29/2018101.CAL

XBRL
Taxonomy Extension Calculation Linkbase

10-K

000-50956

101.CAL

1/29/2018101.DEF

XBRL
Taxonomy Extension Definition Linkbase

10-K

000-50956

101.DEF

1/29/2018101.LAB

XBRL
Taxonomy Extension Label Linkbase

10-K

000-50956

101.LAB

1/29/2018101.PRE

XBRL
Taxonomy Extension Presentation Linkbase

10-K

000-50956

101.PRE

1/29/2018


* Filed herewith





** Furnished herewith





Exhibits 10.1 through 10.15 are management contracts or
compensatory plans, contracts or arrangements.





11





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.





PHARMA-BIO SERV, INC.Date:
February 28, 2018
By:
/s/ Pedro
J. LasantaName:
Pedro
J. LasantaTitle:
Chief
Financial Officer, Vice President -Finance and Administration and
Secretary
(Principal
Financial and Accounting Officer)








12