UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


(Amendment
No.1)





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


FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2009




or





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


FOR THE
TRANSITION PERIOD
FROM                TO




COMMISSION
FILE NUMBER: 001-09727





PATIENT
SAFETY TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)





Delaware
                  13-3419202(State  or
      other jurisdiction of incorporation or organization)
                  (I.R.S.
      Employer Identification
No.)





5
Caufield Place, Suite 102, Newtown, PA 18940


(Address
of principal executive offices) (Zip Code)





Registrant’s
telephone number, including area code: (215) 579-7789





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





Securities
registered pursuant to Section 12(g) of the Act:





Title of each class
                Name of each exchange on which
      registeredCommon
      Stock, par value $0.33 per share
                OTC
      Bulletin Board





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈No x





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 x





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 x
    No    ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, 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 in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of 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, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act:





Large
      accelerated filer   ̈
              Accelerated
      filer   ̈Non-accelerated
      filer   ̈
       (Do not check if smaller reporting company)
              Smaller
      Reporting Company  x





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




The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant based on the last reported sale price of the common stock as
reported on the OTC.BB on June 30, 2009 was approximately $18.0
million.




The
number of outstanding shares of the registrant’s common stock, par value $0.33
per share, as of March 29, 2010 was 23,456,063.





EXPLANATORY
NOTE





This
Amendment No. 1 to our Annual Report on Form 10-K/A, amends our annual report on
Form 10-K for the fiscal year ended December 31, 2009, originally filed with the
SEC on March 31, 2010.  The purpose of this amendment is to include
certain information required by Part III of Form 10-K that was omitted from Part
III of the our initial filing because it was to be incorporated by reference to
our definitive proxy statement for the 2010 Annual Meeting of
Stockholders.  Because our proxy statement will not become definitive
within 120 days after the end of the fiscal year ended December 31, 2009, the
information required by Part III cannot be incorporated by reference and
therefore must be filed as an amendment to our annual report on Form 10-K to be
included therein.  This amendment contains the information that was
previously omitted from Part III of our original filing of our annual report on
Form 10-K





In
addition, in connection with the filing of this amendment and pursuant to the
rules of the Securities and Exchange Commission, our Chief Executive Officer and
Chief Financial Officer have reissued their certifications. Accordingly, Item 15
has also been amended to reflect the filing of such certifications. Except as
described above, no other changes have been made to our annual report on Form
10-K.  Our annual report on Form 10-K continues to speak as of the dates
described in the annual report on Form 10-K, and we have not updated the
disclosures contained therein to reflect any events that occurred subsequent to
such dates.  Accordingly, this amendment should be read in conjunction
with our filings made with the Securities and Exchange Commission subsequent to
the filing of our annual report on Form 10-K, as information in such filings may
update or supersede certain information contained in this amendment. In this
amendment, unless the context indicates otherwise, the terms “we,” “us,” and
“our” refer to Patient Safety Technologies, Inc. and our
subsidiary.


i


PATIENT
SAFETY TECHNOLOGIES, INC.





FORM
10-K/A FOR THE FISCAL YEAR


ENDED
DECEMBER 31, 2009





TABLE
OF CONTENTS





PageEXPLANATORY
      NOTE
                iPART
      III
                1ITEM
      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
                9ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                12ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
                14PART
      IV
                15ITEM
      15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
                15SIGNATURES
                16EXHIBIT
      INDEX
                17


ii


PART III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Board
of Directors





The
following table sets out the names, ages and positions of the members of our
Board of Directors with our company, including membership on various committees
of our Board of Directors.  Under the terms of our amended and
restated certificate of incorporation, directors are elected on an annual
basis.  Other than Dr. Bauer and Mr. Hitchcock, all Directors were
elected at our 2009 Annual Meeting of Stockholders held on August 6,
2009.  Biographical information regarding each of our Directors,
including how long they have served in such position and regarding any
arrangement or understanding pursuant to which they were nominated to serve on
our Board, is included below the table.





Name
              
              Age
              
              PositionHoward
      E. Chase (1)(2)(3)(4)
              
              73
              
              Chairman
      of the BoardEugene
      A. Bauer (a)
              
              67
              
              DirectorJohn
      P. Francis (3)
              
              44
              
              DirectorLouis
      Glazer, M.D. Ph.G.
              
              79
              
              DirectorWilliam
      M. Hitchcock (a)
              
              70
              
              DirectorSteven
      H. Kane (3)(4)
              
              57
              
              Directors,
      President and Chief Executive OfficerHerbert
      Langsam (1)
              
              79
              
              DirectorWenchen
      Lin
              
              54
              
              DirectorLoren
      L. McFarland (1)(2)(3)(4)
              
              51
              
              Director





(a) Dr.
Bauer and Mr. Hitchcock were appointed to our Board of Directors on January 26,
2010.  They have not yet been appointed to any Board
Committees.


(1)
Member of Audit Committee


(2)
Member of Compensation Committee


(3)
Member of Nominating and Corporate Governance Committee


(4)
Member of Executive Committee





Biographical
Information





Howard E.
Chase, 73, Chairman of the Board.  Mr. Chase was appointed to
fill an open directorship on June 22, 2009 and was elected Chairman of the Board
on January 26, 2010.Since December 2001, he has served as President and Chief Executive
Officer of The Hollandbrook Group, LLC, which provides advisory, director and
executive services to early stage companies. Mr. Chase served as President
and Chief Executive Officer of Carret Holdings, Inc. (formerly Matrix Global
Investments, Inc.), a holding company for asset management businesses, from June
1999 until December 2001. Mr. Chase served as President and Chief Executive
Officer of Trident Rowan Group, Inc., a U.S. public holding company with
interests in certain Italian companies and real estate, from September 1993 to
March 1998 and served as Chairman of the Board of TRGI from March 1998 to
December 1999. From 1984 to August 1995, Mr. Chase was a partner in the law
firm of Morrison Cohen Singer & Weinstein, LLP in New York
City.  Mr. Chase served on the board of Thoratec Corporation from 1986
until May 2009.  Mr. Chase currently sits on the board of the Music
Academy of the West, a Santa Barbara, California non-profit organization. 
Mr. Chase earned his bachelor’s degree from Harvard University and his law
degree from Harvard Law School.


1





Eugene A. Bauer,
MD, 67, Director. Dr. Bauer was appointed to fill an open
directorship on January 26, 2010.  Dr. Bauer is President & Chief
Medical Officer and immediate past member (2006-2009) of the Board of Directors
of Peplin, Inc., a dermatology company that was, until recently, traded on the
ASX in Australia.  In the fall of 2009 Peplin was acquired by LEO
Pharma of Denmark and is now privately held. Since February 2010, Dr. Bauer has
been serving on the board of Vyteris (OTCBB: VYTR.OB).  From
2004-2008, he served in the board of directors of Echo Healthcare Acquisition
Corp., now called Pet DRx Corporation (Nasdaq: VETS; VETSW; VETSU). From 2004 to
2008 Dr. Bauer was Chief Executive Officer and board member of Neosil Inc., a
privately held biotechnology company that was acquired by Peplin in
2008.  Dr. Bauer serves on the Board of Medgenics, Inc., (LSE/AIM:
MEDG) and from 2004-2008 served as a Director of Modigene, Inc.. (now Prolor:
PBTH), and from 2005-2009 served as a Director or Protalex, Inc. (OTC.BB:
PRTX.OB).  From 2002 to 2004 Dr. Bauer was a Senior Client Partner
with Korn/ Ferry International. Dr. Bauer served as Vice President for the
Stanford University Medical Center from 1997 to 2001, and as Dean of the
Stanford University School of Medicine from 1995 through 2001. Dr. Bauer was a
founder of Connetics Corp. and served as an Emeritus Director of Connetics until
its sale to Stiefel Laboratories in 2006. Since 1988 he has been Professor,
Department of Dermatology, Stanford University School of Medicine, and was Chief
of the Dermatology Service at Stanford University Hospital from 1988 to 1995.
From 1982 to 1988, he was a professor at Washington University School of
Medicine. Dr. Bauer has served as Chairman of two National Institutes of Health
study sections of the National Institute of Arthritis and Musculoskeletal and
Skin Diseases and has served on a board of scientific counselors for the
National Cancer Institute. Dr. Bauer is a former director of several
professional societies, including the American Dermatological Association and
the Society of Investigative Dermatology, both non-profit
organizations.  Dr. Bauer holds B.S. and M.D. degrees from
Northwestern University.





John P.
Francis, 44, Director. Mr. Francis was appointed to fill an open
directorship on November 26, 2007, in accordance with the terms of a Securities
Purchase Agreement dated October 17, 2007 by and between our company and Francis
Capital Management, LLC.  Mr. Francis has served as Managing Member of
Francis Capital Management, LLC, an investment management firm specializing in
small capitalization equities, since 2000. Mr. Francis has over eighteen years
of experience in investment management, finance and accounting.  Mr.
Francis earned his bachelor’s degree in economics and MBA from the Anderson
School of Business at the University of California, Los Angeles.





Louis Glazer,
M.D. Ph.G., 79, Director.  Dr. Glazer was first elected to the
Board on October 22, 2004.  From 2004 to 2006, Dr. Glazer served
in various positions at our company, including Chairman of the Board, Chief
Executive Officer, Vice-Chairman and Chief Health and Science Officer,
overseeing the development of our Safety-SpongeTM System. Until 2002,
Dr. Glazer served as the chief anesthesiologist and medical director for
the Vitreo-Retinal Clinic in Memphis, Tennessee for over 25 years. Prior to
that, Dr. Glazer taught obstetrics anesthesia at the University of
Tennessee, while practicing anesthesiology at numerous hospitals in Memphis,
Tennessee. Dr. Glazer received his B.S. in pharmacy from the University of
Oklahoma and his M.D. from the University of Bologna School of Medicine in
Italy.  He presently serves on the Executive Council of the Center for
Patient Safety Research and Practice at Harvard Medical School and the Brigham
and Women’s Hospital in Boston, MA.





William M.
Hitchcock, 70, Director. Mr. Hitchcock was appointed to fill an open
directorship on January 26, 2010.  Mr. Hitchcock is president of
Pembroke Capital LLC, a private investment partnership. He was a co-founder of
Plains Resources Inc. and Chairman from 1981-1992. Mr. Hitchcock remained on the
board until 2004. Mr. Hitchcock has served on a number of public company boards,
including Thoratec Corp, Maxx Petroleum, Ausam Energy Crop., International Colin
Energy, and Oshman’s Inc.  Additionally, Mr. Hitchcock serves on a
number of private company boards as well. Earlier in his career, he worked for
Lazard Bros., London, Delafield and Delafield and Lehman Bros. in New York City.
Currently, Mr. Hitchcock serves on a number of charitable boards, The Texas
Heart Institute, The Houston Grand Opera, The Houston Grand Opera Endowment, The
Margaret M. Hitchcock Foundation, and the Hitchcock Woods
Foundation.





Steven H.
Kane, 57, Director, President and Chief Executive Officer. Mr. Kane was
appointed to fill an open directorship on February 7, 2008 and has served as a
Director since that time including as Chairman from February 2008 to January 26,
2010.  Mr. Kane has served as our President and Chief Executive
Officer since May 2009.  Mr. Kane’s employment agreement requires his
nomination to our Board of Directors.  Before joining our company, Mr.
Kane was the President, Chief Executive Officer and Director of Protalex, Inc.
(OTCBB: PRTX.OB) from 2002 to 2009 and has over 30 years experience in the
health care industry. From April 1997 to August 2000, Mr. Kane served as Vice
President of North American Sales & Field Operations for Aspect Medical.
While at Aspect, he helped guide the company to a successful initial public
offering in January 2000. Prior to Aspect, Mr. Kane was Eastern Area Vice
President for Pyxis Corporation, where he was instrumental in positioning the
company for its successful initial public offering in 1992. Pyxis later was
acquired by Cardinal Health for $1 billion. Prior to that, Mr. Kane worked in
sales management with Eli-Lilly and Becton Dickinson.


2





Herbert
Langsam, 79, Director.  Mr. Langsam was first elected to the
Board on October 22, 2004.  Since 1999, Mr. Langsam has also
served as president of Medicare Recoveries, Inc., a private company located in
Oklahoma City, Oklahoma, focused on providing Medicare claims and recovery
services.  Mr. Langsam serves as a member of the board of
trustees for the Geriatric Research Drug Therapy Institute and as an adjunct
professor at the University of Oklahoma Pharmacy School. Previously,
Mr. Langsam was the founder, president and chief executive officer of
Langsam Health Services, a conglomerate of health care companies that serviced
17,000 long-term care residents, which was acquired by Omnicare, Inc. in 1991.
Mr. Langsam also served as the vice president of pharmacy services for
Omnicare, Inc. following its acquisition of Langsam Health Services.
Mr. Langsam received his B.S. in pharmacy from the University of
Oklahoma.





Wenchen
Lin, 54, Director. Mr. Lin was appointed to fill an open directorship on
March 28, 2007, in accordance with the terms of a Subscription Agreement dated
January 29, 2007 by and between our company and A Plus International
Inc.  Mr. Linhas almost twenty years
experience as the President and founder of A Plus, a manufacturer producing a
variety of surgical dressings, film and plastic products and servicing the
custom procedural tray industry on cotton textile products. Mr. Lin began his
career serving in executive positions in large trade and shipping
companies, such as Trade Diversified, Inc. and Brother Trucking Co. and has
substantial knowledge and experience in oversees factories, trade, transport and
distribution. Mr. Lin received his MBA from Ohio University and his accounting
degree from Taiwan Suzhou University.





Loren L.
McFarland, 51, Director.  Mr. McFarland was appointed to fill
an open directorship on June 22, 2009.  He is currently an independent
consultant providing financial advisory services to start-ups in the medical
device industry.  He served as Chief Financial Officer and Treasurer
of Mentor Corporation, a NYSE listed medical device company from May 2004
to November 2007.  From 1985 to 2004 he filled various financial
positions at Mentor including Vice President of Finance and Corporate Controller
from 2001 to May 2004, Controller from 1989 to 2001, Assistant Controller
from 1987 to 1989 and General Accounting Manager from 1985 to 1987. Prior to his
employment with Mentor, Mr. McFarland was employed by Touche Ross and Co.,
a public accounting firm, as a Certified Public Accountant and auditor from 1981
to 1985.  Mr. McFarland earned his bachelor’s degree in Business
Administration and Accounting from the University of North Dakota and a master’s
degree in Business Administration from the Anderson School at University of
California at Los Angeles in 1999.  Mr. McFarland completed the ISS
Director Certification Program at UCLA in the fall of 2008.





Executive
Officers





We have
two Executive Officers, Steven H. Kane, our President and Chief Executive
Officer, and Marc L. Rose, our Vice President of Finance, Chief Financial
Officer, Treasurer and Corporate Secretary.  The information regarding
Mr. Kane is included above.  Information regarding Mr. Rose is
included in Item 1 of this annual report on Form 10-K and is incorporated
in this section by reference.





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors and
executive officers, and persons who own more than 10% of a registered class of
our equity securities, to file with the SEC initial reports of ownership and
reports of changes in ownership of our common stock and other equity
securities.  Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file.





To our
knowledge, based solely on a review of the copies of such reports furnished to
us and written representations that no other reports were required, during the
year ended December 31, 2009, all Section 16(a) filing requirements
applicable to our executive officers, directors and greater than 10% beneficial
owners were complied with, except that:





·
            Steven
      H. Kane, our Chief Executive Officer, filed one Form 4 late to report one
      transaction in our securities as his grant of 2,000,000 options was
      inadvertently reported on Form 3.


·
            Wenchen
      Lin, Director, has not yet filed a Form 3 to report his beneficial
      ownership of more than 10% of our equity securities purchased by A Plus
      International Inc. in 2007, and has not yet filed three Form 4s to report
      one transaction in our securities by A Plus and two transactions in our
      securities by his children.


·
            John
      P. Francis and Francis Capital Management, LLC filed one Form 3 late and
      filed two Form 4s late to report two transactions in our
      securities.


3


·
            Dr.
      Bauer filed one Form 4 late to report one transaction in our securities as
      a filed Form 4 incorrectly stated the exercise price of his stock
      options.


·
            Mr.
      Hitchcock filed one Form 4 late to report one transaction in our
      securities as a filed Form 4 incorrectly stated the exercise price of his
      stock options.


·
            Herbert
      Langsam, Director, has not yet filed one Form 4 to report the December
      2008 grant of 25,000 shares of stock in connection with the extension of
      maturity of a loan to our company.  However, ownership of such
      shares was reflected in the “total” shares beneficially owned column in
      subsequent Form 4 filings.  In addition, Mr. Langsam has not yet
      filed an indeterminable amount of Form 4s to report an indeterminable
      amount of transactions in our securities, which have resulted in his
      ownership of  53,691 shares of our common stock less than
      previously reported.  To his knowledge, Mr. Langsam did not
      authorize such transactions in our
securities.


·
            David
      I. Bruce, our former Chief Executive Officer, did not file one Form 4 to
      report one transaction in our equity securities (the grant of 2,000,000
      stock options, which have since expired in accordance with their
      terms).


·
            Mary
      A. Lay, our former interim Chief Financial Officer, filed one Form 3 late
      and one Form 4 late to report one transaction in our equity securities
      (the grant of 85,000 stock
options).


·
            Compass
      Global Management, Ltd. did not file a Form 3 to report beneficial
      ownership of more than 10% of our common stock.  Since its
      initial acquisition of our shares, we have issued additional shares of
      common stock such that, absent rounding, Compass Global Management, Ltd.
      no longer beneficially owns more than 10% of our common
    stock.




Code
of Business Conduct and Ethics




The
information regarding our Code of Business Conduct and Ethics, including
information regarding amendments and waivers thereunder, included in Item 1
of this annual report on Form 10-K is incorporated in this section by
reference.




Audit
Committee Financial Expert




Our
Board of Directors has determined the Mr. McFarland is an “audit committee
financial expert,” within the meaning of SEC rules.





ITEM
11. EXECUTIVE COMPENSATION





Summary
Compensation Table





The
following table sets forth compensation paid by us for the years indicated
to:





·
            the
      individuals who served as our Chief Executive Officer during the year
      ended December 31, 2009; and


·
            the
      individuals who served as our Chief Financial Officer during the year
      ended December 31, 2009; and


·
            the
      former President of our subsidiary, SurgiCount Medical,
    Inc.





These
five individuals are referred to as our “named executive officers.”





Name and
                                                      principal position (1)
                                                    
                                                    Year
                                                    
                                                    Salary
                                                      ($)(2)
                                                    
                                                    Bonus
                                                      ($)
                                                    
                                                    Stock
                                                      awards
                                                      ($)
                                                    
                                                    Warrant
                                                      and
                                                      option
                                                      awards
                                                      ($)(3)
                                                    
                                                    Non-equity
                                                      incentive
                                                      plan
                                                      compen-
                                                      sation($)
                                                    
                                                    Non-
                                                      qualified
                                                      deferred
                                                      compen-
                                                      sation
                                                      earnings
                                                      ($)
                                                    
                                                    All other
                                                      compen-
                                                      sation
                                                      ($) (5)
                                                    
                                                    Total ($)Current
      executive officers:Steven
      H. Kane
                                                    
                                                    2009
                                                    
                                                    
                                                    234,982
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    1,400,000
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    6,344
                                                    
                                                    
                                                    1,641,326Director,
      President and Chief Executive Officer
                                                    
                                                    2008
                                                    
                                                    
                                                    125,000
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    288,810
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    413,810Marc
      L. Rose
                                                    
                                                    2009
                                                    
                                                    
                                                    30,000
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    523,250
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    553,250Chief
      Financial Officer, Treasurer and Secretary
                                                    
                                                    2008
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —Former
      executive officers:William
      M. Adams
                                                    
                                                    2009
                                                    
                                                    
                                                    12,692
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    47,970
                                                    (4)
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    90,338
                                                    
                                                    
                                                    151,000Former
      CEO
                                                    
                                                    2008
                                                    
                                                    
                                                    312,500
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    383,254
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    11,480
                                                    
                                                    
                                                    707,504David
      I. Bruce
                                                    
                                                    2009
                                                    
                                                    
                                                    118,420
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    1,400,000
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    25,269
                                                    
                                                    
                                                    1,543,689Former
      CEO
                                                    
                                                    2008
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —Mary
      A. Lay
                                                    
                                                    2009
                                                    
                                                    
                                                    208,573
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    121,550
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    330,123Former
      interim Chief Financial Officer
                                                    
                                                    2008
                                                    
                                                    
                                                    77,903
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    0
                                                    
                                                    
                                                    77,903


4





(1)
 Reflects principal positions held as of April 30, 2010, the date of
this amendment to our annual report on Form 10-K.  Mr. Kane
serves both as an executive officer (as President and Chief Executive Officer)
and as a member of our Board of Directors. Since being appointed President and
Chief Executive Officer effective May 7, 2009, Mr. Kane ceased accruing
compensation for services as a Director of our Company.  Mr. Rose
joined our company on November 24, 2009.  Mr. Adams served as our
President and Chief Executive Officer from June 11, 2008 to January 5, 2009, and
as a Director until March 11, 2009.  Mr. Bruce served as our President
and Chief Executive Officer and as a Director from January 5, 2009 to May 6,
2009.  Ms. Lay joined our company as interim Chief Financial Officer
on October 13, 2008 and served in such position until our November 24, 2009
appointment of Mr. Rose.





(2)  Salary
for Mr. Kane for 2009 includes $37,500 of compensation for services as a
Director prior to his appointment as CEO, which has been accrued but not paid,
and $47,449 of accrued wages, which has not been paid.  Salary for Mr.
Kane for 2008 represents only fees for services as a Director, all of which has
been accrued but not yet paid.  Salary for Mr. Adams includes $10,385
of accrued vacation paid in cash in connection with his termination of
employment. Salary for Mr. Bruce includes $8,750 of accrued vacation paid in
cash in connection with his termination of employment.  Salary for Ms.
Lay does not reflect the payment of $90,000 to Tatum in connection with our
agreement for her services.





(3)
Represents the grant date fair value determined in accordance with FASB ASC
Topic 718 for the warrants and stock option awards granted to our named
executive officers for the periods presented.  For additional
information regarding the assumptions used in determining the fair value of
option awards using the Black-Scholes pricing model, please see Note 15 to our
Consolidated Financial Statements included elsewhere in this annual report on
Form 10-K.  Note, all stock options granted to Mr. Bruce expired in
accordance with their terms following termination of employment with our
company.





(4)  Reflects
incremental fair value computed as of July 29, 2009 (the date of the first
closing of the private placement of common stock in exchange for outstanding
warrants) in accordance with FASB ASC Topic 718.  For more information
regarding this private placement, see Note 12 to our Consolidated Financial
Statements included elsewhere in this annual report on Form 10-K.





(5) For
Mr. Kane, represents reimbursement for health care plan per his employment
agreement.  For Mr. Adams represents $82,582 in consulting fees,
$2,383 of car allowance and $4,918 of health & welfare benefits in 2009, and
represents car allowance in 2008.  For Mr. Bruce represents
severance.





Narrative
Discussion of Summary Compensation Table





Salary





Under his
employment agreement, Mr. Kane has an annual base salary of
$325,000.  Notwithstanding this agreement, Mr. Kane was paid at the
rate of $175,000 per year until September 1, 2009.  Mr. Rose’s annual
base salary under his employment agreement is $240,000 per
year.  However, because Mr. Rose was appointed in November 2009,
salary reflects just over one month of service with our company.





Warrant
and Option Awards





For Mr.
Kane, the 2009 amount represents the grant date fair value of 2,000,000 options
granted in May 2009 upon his appointment as President and Chief Executive
Officer.  The 2008 amount represents the grant date fair value of
300,000 warrants granted in April 2008, which have an exercise price of $1.25
per share and expire April 16, 2015.





For Mr.
Rose, the 2009 amount represents the grant date fair value of 325,000 options
granted in November 2009 upon his appointment as Chief Financial
Officer.


5





For Mr.
Adams, the 2009 amount reflects the incremental fair value computed as of July
29, 2009 (the date of the first closing of the private placement of common stock
in exchange for outstanding warrants) in accordance with FASB ASC Topic 718, as
Mr. Adams elected to exercise outstanding warrants in exchange for shares of our
common stock at the warrant exchange price of $0.86 per share. In 2008, the
amount represents the grant date fair value of 87,500 warrants granted in April
2008 (which are no longer outstanding) and 300,000 options granted in June
2008.





For Mr.
Bruce, the 2009 amount represents the grant date fair value of 2,000,000 options
granted in January 2009 (which are no longer outstanding).





For Ms.
Lay, the 2009 amount represents the grant date fair value of 85,000 stock
options granted in November 2009.





For
information relating to the currently outstanding equity awards, see
“—Outstanding Equity Awards at December 31, 2009” below.





Other
Compensation





Under his
employment agreement, Mr. Kane has the right to receive reimbursement for health
care benefits outside of our standard plans.  Amounts related to this
benefit are reported in “Other compensation” in 2009.





Outstanding
Equity Awards at December 31, 2009





We do not
have any outstanding stock awards.  We also do not have outstanding
any unearned awards.  The following table sets out outstanding warrant
and stock option awards at December 31, 2009.





Warrant and Option AwardsName
                      
                      Number of
                        securities
                        underlying
                        unexercised
                        options or
                        warrants
                        (#) Exercisable
                      
                      
                      Number of
                        securities
                        underlying
                        unexercised
                        options of
                        warrants
                        (#) Unexercisable
                      
                      
                      Option or warrant
                        exercise price ($)
                      
                      
                      Option or warrant
                        expiration dateCurrent
      executive officers:Steven
      H. Kane
                      
                      
                      183,333
                      
                      
                      
                      116,667
                      
                      
                      $
                      1.25
                      
                      
                      4/16/2015333,333
                      
                      
                      
                      1,666,667
                      
                      
                      $
                      0.75
                      
                      
                      05/7/2019Marc
      L. Rose
                      
                      
                      —
                      
                      
                      
                      325,000
                      
                      
                      $
                      1.85
                      
                      
                      11/24/2019Former
      executive officers:William
      M. Adams
                      
                      
                      300,000
                      
                      
                      
                      —
                      
                      
                      $
                      1.25
                      
                      
                      6/12/2018David
      I. Bruce
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Mary
      A. Lay
                      
                      
                      85,000
                      
                      
                      
                      0
                      
                      
                      $
                      1.79
                      
                      
                      11/17/2019





Additional
Narrative Disclosure





We do not
currently offer a pension benefit plan or any non-qualified deferred
compensation plan.


6





Potential
Payments Upon Employment Termination and Change in Control Events





Steven H.
Kane.  Subject to a limited exception for violations of the
non-compete covenant in Mr. Kane’s employment agreement, in the event Mr. Kane’s
employment is terminated without cause, or if he resigns for good reason, or is
due to his disability, Mr. Kane is will be paid, upon execution of a release, in
addition to accrued but unpaid compensation, severance equal to 12 months of his
annual base salary then in effect.  The severance will be paid in cash
in a lump-sum except in the event of disability, in which case it will be paid
over 12 months.  Mr. Kane is also entitled to receive a pro-rata bonus
payment, 12 months of continued health & welfare benefits, and his stock
options will continue to vest for 12 months following any such termination. In
the event of Mr. Kane’s death, upon execution of a release, his heirs will
receive a lump sum cash payment equal to his then annual base salary, and
accelerated vesting of the next six months of his stock
options.   If Mr. Kane’s employment is terminated for cause or he
resigns other than for good reason, Mr. Kane is not entitled to any severance or
other benefits.   In the event of a change in control (even if
Mr. Kane’s employment is not terminated), all of Mr. Kane’s unvested stock
options (and deferred compensation, if any) will immediately vest, and Mr. Kane
will be paid, within 45 days, cash payment equal to two times his annual base
salary then in effect.  Mr. Kane  is also entitled to a tax
gross-up payment in the event any payments from the company constitute an
“excess parachute payment” under Section 280G(b) of the Internal Revenue
Code.





Marc L.
Rose.  Subject to a limited exception for violations of the
non-compete covenant in Mr. Rose’s employment agreement, in the event Mr. Rose’s
employment is terminated without cause, or if he resigns for good reason (which
includes resignation within two years of a change in control) or is due to his
disability, Mr. Rose is entitled to a severance payment capped at his then
annual base salary (which shall accrue during the first 12 months of his
employment), a pro rated bonus and 12 months of health & welfare benefits
(which shall accrue during the first 12 months of his employment).  In
the event of Mr. Rose’s death, his heirs will receive a lump sum cash payment
equal to his annual base salary.  In the event of a change in control,
all of Mr. Rose’s unvested stock options (and deferred compensation, if any)
will immediately vest.  Mr. Rose is also entitled to a tax gross-up
payment in the event any payments from the company constitute an “excess
parachute payment” under Section 280G(b) of the Internal Revenue
Code.





Under Mr.
Adams’ employment agreement, in connection with his January 2009 resignation as
Chief Executive Officer, we did not pay Mr. Adams any severance.  We
did, however, continue to pay his salary as “consulting fees” through April
2009, as well as health & welfare benefits and a car
allowance.  Mr. Adams still provides services as a consultant, and as
such, his stock options remain outstanding in accordance with their
terms.





Under Mr.
Bruce’s Separation Agree and General Release dated May 6, 2009, we agreed to pay
Mr. Bruce all wages and compensation due through the termination date, including
accrued and unused vacation and reimbursable business-related
expenses.  We also agreed to pay Mr. Bruce his pro-rata annual base
salary (which was $325,000) for 30-day period following termination, offset by
the partial payment of May 2009 compensation.  All of Mr. Bruce’s
unvested equity awards were terminated in connection with his termination of
employment.





We did
not pay Mary Lay any severance in connection with her cessation of employment
with our company following our appointment of Mr. Rose as Chief Financial
Officer.  Ms. Lay’s stock options are fully vested and have a ten year
term from grant date.





Except as
provided in the current employment contracts of Messrs. Kane and Rose, there
exists no plan or arrangement calling for compensation on the retirement or
resignation or termination of any named executive officer’s employment with our
company.  The Compensation Committee (or the full Board) will
consider, consistent with its duties, the terms of any such agreements, plans or
arrangements in the future as appropriate.





Director
Compensation





The
following table sets forth compensation for the members of the Board of
Directors of Patient Safety Technologies, Inc. for the year ended December 31,
2009.  Following his appointment as our President and Chief Executive
Officer in May 2009, Mr. Kane ceased accruing compensation for services as a
Director. Mr. Kane’s compensation, including fees for services as a Director
accrued in 2009 and 2008, is reported in “Executive Compensation” and
accordingly Mr. Kane is not included in the following
tables.  Similarly, all compensation paid to Messrs. Adams and Bruce,
our former Directors and Chief Executive Officers is reported in “Executive
Compensation,” and they are not included in the following tables.  Dr.
Bauer and Mr. Hitchcock joined our Board in January 2010 and accordingly,
neither received any compensation during the year ended December 31, 2009 and
accordingly, they are not included in the following tables.


7





Name
                              
                              Fees
                                earned or
                                paid in
                                cash ($)
                              
                              Stock
                                awards ($)
                              
                              Option
                                awards
                                ($)(1)
                              
                              Non-
                                equity
                                incentive
                                plan
                                compen-
                                sation ($)
                              
                              Non-
                                qualified
                                deferred
                                compen-
                                sation
                                earnings ($)
                              
                              All other
                                compen-
                                sation ($)
                              
                              Total ($)Current
      Directors:Howard
      E. Chase (a)
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              186,900
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              186,900John
      P. Francis
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0Louis
      Glazer, MD, PhG
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0Herbert
      Langsam
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0Wenchen
      Lin
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0Loren
      L. McFarland (a)
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              186,900
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              186,900Former
      Director:David
      Augustine (b)
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0
                              
                              $
                              0


(a)  Messrs.
Chase and McFarland joined our Board of Directors on June 22,
2009.


(b)  Mr.
Augustine resigned from our Board of Directors on March 11, 2009.





(1)
Represents the grant date fair value determined in accordance with FASB ASC
Topic 718 for the stock option awards granted to our non-employee directors.
Messrs. Chase and McFarland were each granted options to acquire 200,000 shares
of our common stock at an exercise price of $0.99 per share (the closing price
on the date of grant) in connection with their appointment to our Board. For
additional information regarding the assumptions used in determining the fair
value of option awards using the Black-Scholes pricing model, please see Note 15
to our Consolidated Financial Statements included elsewhere in this annual
report on Form 10-K.





As of
December 31, 2009, our non-employee directors did not hold any outstanding stock
awards and held the following outstanding option awards:





Name
                    
                    Outstanding Option
                      Awards
                      at December 31, 2009Current
      Directors:Howard
      E. Chase
                    
                    
                    200,000John
      P. Francis
                    
                    
                    0Louis
      Glazer, MD, PhG
                    
                    
                    180,000Herbert
      Langsam
                    
                    
                    34,500Wenchen
      Lin
                    
                    
                    0Loren
      L. McFarland
                    
                    
                    200,000Former
      Directors:David
      Augustine
                    
                    
                    50,000





Narrative
Discussion of Director Compensation





During
the year ended December 31, 2009, we did not have in place any formal plans or
programs providing for the payment of compensation to our non-employee
Directors.  Payment (or accrual) of attendance fees to our
non-employee directors for service on our Board or Board Committees was
determined and approved on an ad hoc basis.  As
such, we did not pay or accrue any fees for service on our Board of Directors or
Board Committees other than fees paid to Mr. Kane prior to his appointment as
our President and Chief Executive Officer in May 2009 (which fees are reported
in “Executive Compensation”).  Similarly, equity grants were
determined and approved on an ad hoc basis.  As
such, we did not grant any equity awards to our non-employee Directors for
service on our Board of Directors or Board Committees other than the June 2009
equity grants to Messrs. Chase and McFarland upon appointment to our
Board.  Other than the foregoing, Directors received only
reimbursement of reasonable expenses for attendance at meetings of our Board of
Directors and annual stockholders meeting.


8





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





Beneficial
Ownership of our Common Stock and Preferred Stock





The
following table sets forth certain information regarding beneficial ownership of
our common stock and of our preferred stock as of April 20, 2010,
the  most recent practicable date, (1) by each person who is known by
us to own beneficially more than 5% of our outstanding common stock and/or
preferred stock, (2) by each of our directors and director nominees, (3) by each
named executive officer identified in the table set forth under the heading
“Executive Compensation—Summary Compensation Table,” and (4) by all of our named
executive officers and directors (and director nominees) as a
group.  Information with respect to beneficial ownership by 5%
stockholders has been based on information filed with the Securities and
Exchange Commission pursuant to Section 13(d) or Section 13(g) of the
Securities Exchange Act of 1934.




Shares Beneficially Owned (b)Common Stock
                    
                    
                    Preferred StockName and Address of Beneficial Owner (a)
                    
                    Number
                      of Shares
                    
                    
                    %
                    
                    
                    Number
                      of Shares
                    
                    
                    %Brian
      Stewart
                      1905
      Oak Avenue
                      Manhattan
      Beach, CA  90266
                    
                    
                    8,140,785
                    (c)
                    
                    
                    32.7
                    %
                    
                    
                    —
                    
                    
                    
                    *Francis
      Capital Management, LLC
                      2400
      Broadway, Suite 220
                      Santa
      Monica, CA 90404
                    
                    
                    3,206,840
                    (d)
                    
                    
                    13.7
                    %
                    
                    
                    —
                    
                    
                    
                    *Compass
      Global Management, Ltd.
                      c/o
      M&C Corporate Services limited
                      P.O.
      Box 309 GT, Ugland House
                      South
      Church Street, Georgetown
                      Grand
      Cayman, Cayman Islands
                    
                    
                    2,600,000
                    (e)
                    
                    
                    10.6
                    %
                    
                    
                    —
                    
                    
                    
                    *Cardinal
      Health, Inc.
                      7000
      Cardinal Place
                      Dublin,
      OH 4017
                    
                    
                    1,875,000
                    (f)
                    
                    
                    7.4
                    %
                    
                    
                    —
                    
                    
                    
                    *Catalysis
      Partners, LLC
                      2400
      Broadway, Suite 220
                      Santa
      Monica, CA 90404
                    
                    
                    1,718,864
                    
                    
                    
                    7.3
                    %
                    
                    
                    —
                    
                    
                    
                    *Radission
      Trading Company
                      RM
      1502-4, Righteous Centre
                      585
      Nathan Road, Mongkok,
                      Kowloon,
      Hong Kong
                    
                    
                    1,696,000
                    (g)
                    
                    
                    7.2
                    %
                    
                    
                    —
                    
                    
                    
                    *Alan
      Morelli
                      225
      Mantua Road
                      Pacific
      Palisades, CA 90272
                    
                    
                    1,627,252
                    (h)
                    
                    
                    6.5
                    %
                    
                    
                    —
                    
                    
                    
                    *Catalysis
      Offshore, Ltd.
                      2400
      Broadway, Suite 220
                      Santa
      Monica, CA 90404
                    
                    
                    1,335,336
                    
                    
                    
                    5.7
                    %
                    
                    
                    —
                    
                    
                    
                    *DSAM
      Fund LP
                      222
      Broadway, 6th
      Floor
                      New
      York, NY 10038
                    
                    
                    1,214,761
                    (i)
                    
                    
                    5.2
                    %
                    
                    
                    —
                    
                    
                    
                    *Melanie
      Glazer
                      801
      Ocean Ave., #403
                      Santa
      Monica, CA 90403
                    
                    
                    753,184
                    (j)
                    
                    
                    3.2
                    %
                    
                    
                    8,150
                    
                    
                    
                    74.4
                    %Zealous
      Income Partners, L.P.
                      c/o
      Zealous, Inc.
                      9550
      Warner Avenue, #250
                      Fountain
      Valley, CA 92708
                    
                    
                    —
                    
                    
                    
                    *
                    
                    
                    
                    2,600
                    
                    
                    
                    23.7
                    %Howard
      E. Chase
                    
                    
                    200,000
                    (k)
                    
                    
                    *
                    
                    
                    
                    —
                    
                    
                    
                    *Eugene
      A. Bauer, MD
                    
                    
                    16,667
                    (l)
                    
                    
                    *
                    
                    
                    
                    —
                    
                    
                    
                    *John
      P. Francis
                    
                    
                    3,206,840
                    (m)
                    
                    
                    13.7
                    %
                    
                    
                    —
                    
                    
                    
                    *Louis
      Glazer, MD
                    
                    
                    753,184
                    (n)
                    
                    
                    3.2
                    %
                    
                    
                    8,150
                    
                    
                    
                    74.4
                    %William
      M. Hitchcock
                    
                    
                    990,507
                    (o)
                    
                    
                    4.2
                    %
                    
                    
                    —
                    
                    
                    
                    *Steven
      H. Kane
                    
                    
                    741,337
                    (p)
                    
                    
                    3.1
                    %
                    
                    
                    —
                    
                    
                    
                    *Herbert
      Langsam
                    
                    
                    189,212
                    (q)
                    
                    
                    *
                    
                    
                    
                    —
                    
                    
                    
                    *Wenchen
      Lin
                    
                    
                    2,117,600
                    (r)
                    
                    
                    9.0
                    %
                    
                    
                    —
                    
                    
                    
                    *Loren
      L. McFarland
                    
                    
                    200,000
                    (s)
                    
                    
                    *
                    
                    
                    
                    —
                    
                    
                    
                    *Marc
      L. Rose
                    
                    
                    40,625
                    (t)
                    
                    
                    *
                    
                    
                    
                    —
                    
                    
                    
                    *William
      M. Adams, former
      CEO
                    
                    
                    445,082
                    (u)
                    
                    
                    1.9
                    %
                    
                    
                    —
                    
                    
                    
                    *David
      I. Bruce, former
      CEO
                    
                    
                    —
                    
                    
                    
                    *
                    
                    
                    
                    —
                    
                    
                    
                    *Mary
      A. Lay, former interim
      CFO
                    
                    
                    85,000
                    (v)
                    
                    
                    *All
      named directors and executive officers as a group (13 persons
      total)
                    
                    
                    8,986,054
                    (w)
                    
                    
                    35.6
                    %
                    
                    
                    8,150
                    
                    
                    
                    74.4
                    %


9








* less
than 1%





(a) The
address of each person named in the table, unless otherwise indicated, is
Patient Safety Technologies, Inc., 5 Caufield Place, Suite 102, Newtown,
Pennsylvania 18940.





(b)  To
our knowledge, the persons named in the table have sole voting and investment
power with respect to all shares of our common stock and/or preferred stock
shown as beneficially owned by them, subject to community property laws where
applicable (or other beneficial ownership shared with a spouse) and the
information contained in this table and these notes.





Beneficial
ownership has been determined in accordance with SEC rules, which generally
attribute beneficial ownership of securities to each person who possesses,
either solely or shared with others, the power to vote or dispose of those
securities. These rules also treat as beneficially owned all shares that a
person would receive upon exercise of stock options or warrants held by that
person that are immediately exercisable or exercisable within 60 days of the
determination date, which in our case is April 20, 2010.





Such
shares are deemed to be outstanding for the purpose of computing the number of
shares beneficially owned and the percentage ownership of the person holding
such options or warrants, but these shares are not treated as outstanding for
the purpose of computing the percentage ownership of any other person. On April
20, 2010, there were 23,456,063 shares of our common stock issued and
outstanding and 10,950 shares of our preferred stock issued and
outstanding.





(c)  Information
is based on a Schedule 13D filed on April 16, 2010.  Includes warrants
to acquire 48,000 shares of our common stock at an exercise price of $0.75 per
share, which expire May 20, 2013, warrants to acquire 100,000 shares of our
common stock at an exercise price of $1.40 per share, which expire August 1,
2013, and options to purchase 281,250 shares of our common stock held directly
by Mr. Stewart.  Also represents 4,381,535 shares over which Mr.
Stewart holds a limited irrevocable proxy granted to Mr. Stewart by each of DSAM
Fund, LP, Arizona Bay Technology Ventures LP, Arizona Bay, LLC, Radisson Trading
Company, and A Plus International Inc.  Mr. Stewart disclaims
beneficial ownership of such shares. Also includes 2,600,000 shares beneficially
owned by Compass Global Management, Ltd. that are subject to a voting agreement
with Mr. Stewart.  Mr. Stewart disclaims beneficial ownership of such
shares.





(d)
Information is based on a Schedule 13D filed on April 16,
2010.  Includes shares of common stock beneficially owned by Catalysis
Partners, LLC and Catalysis Offshore, Ltd.  Francis Capital
Management, LLC acts as the investment manager for Catalysis Partners, LLC and
Catalysis Offshore, Ltd. and may be deemed to beneficially own such
securities.





(e)
Information is based on a Schedule 13D filed on April 16,
2010.  Includes warrants to acquire 1,000,000 shares of our common
stock at an exercise price of $1.40 per share, which expire August 1,
2013.  Does not reflect 1,159,250 shares that are beneficially owned
by Mr. Brian Stewart that are the subject of a voting agreement between Mr.
Stewart and Compass Global Management, Ltd.


10





(f)
Includes warrants to purchase 1,250,000 shares of the our common stock at an
exercise price of $2.00 per share and warrants to purchase 625,000 shares of our
common stock at an exercise price of $4.00 per share .  The warrants
expire November 19, 2014.





(g)
Information is based on a Schedule 13D filed on April 16,
2010.  Radission Trading Company has granted Brian Stewart an
irrevocable proxy to vote its shares as described in the Schedule 13D filed on
April 16, 2010.





(h)
Represents warrants to acquire 1,627,252 shares of our common stock at an
exercise price of $0.75 per share, which expire June 5, 2011.





(i)
Information is based on a Schedule 13D filed on April 16, 2010.  DSAM
Fund L.P. has granted Brian Stewart an irrevocable proxy to vote its shares as
described in the Schedule 13D filed on April 16, 2010.





(j)
Common stock includes 198,971 shares of common stock held in various trusts for
the benefit of Mrs. Glazer, as well as 339,593 shares of common stock held in
the Glazer Family Partnership, over which Mrs. Glazer shares control with her
husband, Dr. Glazer, as well as 6,600 shares held by Dr. Glazer, and options to
purchase 180,000 shares of our common stock held by Dr. Glazer. Preferred stock
includes shares of preferred stock held in various trusts for the benefit of
Mrs. Glazer, as well as shares of preferred stock held in the Glazer Family
Partnership over which Mrs. Glazer shares control with her husband, Dr. Glazer.
Dr. Glazer is a member of our Board of Directors.





(k)  Represents
options to purchase 200,000 shares of our common stock.





(l)  Represents
options to purchase 16,667 shares of our common stock.  Does not
include stock options granted but not beneficially owned as of April 20,
2010.





(m)
Information is based on a Schedule 13D filed on April 16,
2010.  Represents securities beneficially owned by Francis Capital
Management, LLC.  Mr. Francis has voting and investment control over
securities held by Francis Capital Management, LLC.  Mr. Francis
disclaims beneficial ownership of such securities.





(n)
Common stock includes 198,971 shares of common stock held in various trusts for
the benefit of Melanie Glazer, Dr. Glazer’s spouse, 28,020 shares held by Mrs.
Glazer, as well as 339,593 shares of common stock held in the Glazer Family
Partnership, over which Dr. Glazer shares control with his spouse, and options
to purchase 180,000 shares of our common stock held by Dr.
Glazer.  Preferred stock includes shares of preferred stock held in
various trusts for the benefit of Mrs. Glazer, as well as shares of preferred
stock held in the Glazer Family Partnership over which Dr. Glazer shares control
with his spouse.





(o)
Includes 786,920 shares of our common stock held by the William M. Hitchcock
revocable trust, 112,252 shares held by the WMH marital trust, 74,768 shares of
our common stock held by R&B Hitchcock Investors (which is controlled by Mr.
Hitchcock), and options to purchase 16,667 shares of our common stock held by
Mr. Hitchcock.  Does not include stock options granted but not
beneficially owned as of April 20, 2010.





(p)
Includes warrants to acquire 200,000 shares of our common stock at an exercise
price of $1.25 per share, which expire April 16, 2015, and options to purchase
541,337 shares of our common stock.  Does not include warrants and
stock options granted but not beneficially owned as of April 20,
2010.





(q)
Includes options to purchase 34,500 shares of our common stock.





(r)
Information regarding A Plus International, Inc. holdings is based on a Schedule
13D filed on April 16, 2010.  Includes 1,100,00 shares of common stock
held by A Plus International Inc. Mr. Lin may be deemed the beneficial owner of
such shares by virtue of his ownership and control of A Plus.  A Plus
has granted Brian Stewart an irrevocable proxy to vote its shares as described
in the Schedule 13D filed on April 16, 2010.  Also includes 1,017,600
shares of our common stock held by Mr. Lin’s children, beneficial ownership of
which may be attributable to Mr. Lin.


11





(s)
Represents options to purchase 200,000 shares of our common stock.





(t)
Represents options to purchase 40,625 shares of our common
stock.  Does not include stock options granted but not beneficially
owned as of April 20, 2010.





(u)
Includes 42,017 shares of common stock held jointly with his spouse, 784 shares
of common stock held indirectly through Health West Marketing, Inc., which is
controlled by Mr. Adams, and options to purchase 300,000 shares of our common
stock.





(v)
Represents options to purchase 85,000 shares of our common stock.





(w)
Includes 7,171,258 shares of common stock, options to purchase 1,614,796 shares
of our common stock, and warrants to purchase 200,000 shares of our common
stock.  Does not include stock options and warrants granted but not
beneficially owned as of April 20, 2010.





Equity
Compensation Plan Information





The
following table sets forth information on our equity compensation plans. All
equity compensation plans have been approved by our
stockholders.





As of December 31, 2009Number of Securities to
                    be Issued upon Exercise
                    of Outstanding Options
                  
                  
                  Weighted Average
                    Exercise Price of
                    Outstanding Options
                  
                  
                  Number of Securities
                    Remaining Available for
                    Future Issuance Under
                    Equity Compensation
                    Plans (Excluding
                    Securities Reflected in
                    Column (a))Plan Category
                  
                  Column (a)
                  
                  
                  Column (b)
                  
                  
                  Column (c)Equity
      compensation plans approved by stockholders
                  
                  
                  2,671,000
                  (1)
                  
                  
                  1.41
                  (2)
                  
                  
                  1,772,500
                  (3)Equity
      compensation plans not approved by stockholders
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Total:
                  
                  
                  2,671,000
                  
                  
                  
                  1.41
                  
                  
                  
                  1,772,500








(1)  This
includes 1,443,500 options outstanding under our Amended and Restated 2005 Stock
Option and Restricted Stock Plan, and 1,227,500 under our 2009 Stock Option
Plan, but excludes 3,150,000 non-qualified options that were issued outside the
2005 and 2009 stock option plans.  Each of these plans is described in
Note 15 to our Consolidated Financial Statements included elsewhere in this
annual report on Form 10-K.





(2)  This
weighted average exercise price includes 3,150,000 non-qualified options that
were issued outside the 2005 and 2009 stock option plans.  The
remaining weighted term of outstanding options (including the 3,150,000
non-qualified options that were issued outside the 2005 and 2009 stock option
plans) is 8.96
years.





(3)  All
of these shares remain available for future grants under our 2009 Stock Option
Plan.





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





Related
Party Transactions





Langsam
Notes





Herbert
Langsam, a member of our Board of Directors, provided financing to our company
in exchange for interest payments, a security interest in our assets and in the
case of the second note, equity interests in our company.  Until
repaid in December 2009, we had outstanding a $500,000 secured promissory note
dated May 1, 2006 due November 1, 2006, and a $100,000 secured promissory note
dated November 13, 2006 due May 13, 2007, both made out to the Herbert Langsam
Irrevocable Trust.   These notes were secured by the grant of a
security interest in all of our assets as collateral for the satisfaction and
performance of our obligations pursuant to these notes.  The notes
accrued interest at the rate of 12% per annum (or 16% per annum when we were in
default).


12





We
granted Mr. Langsam 25,000 shares of our common stock in each of December 2008
and October 2009, in connection with the extension of the dates of both notes.
During the years ended December 31, 2009 and 2008, we incurred interest expense,
excluding amortization of debt discount, of $60,682 and $48,395, respectively,
on these notes. We paid the principal balance of $600,000 and accrued interest
of $184,708 on December 15, 2009.





Ault
Glazer





Ault
Glazer Capital Partners, LLC (“Ault Glazer”) is controlled by Milton “Todd” Ault
III, our former Chairman and Chief Executive Officer, and Louis Glazer, M.D.
Ph.G. Dr. Glazer is a member of our Board of Directors and currently has a
significant beneficial ownership interest in our common and preferred stock. We
currently have outstanding a $2.5 million convertible secured promissory note
due December 31, 2010 that bears interest at the rate of 7% per annum made out
to Ault Glazer. In September 2008, we entered into various agreements with Ault
Glazer to modify the terms of the note to provide for conversion, prior to
maturity, upon Ault Glazer’s satisfaction of certain conditions, into 1,300,000
shares of our common stock and $450,000 in cash payments, as well as advancement
of shares of our common stock prior to conversion of the note. We made the
agreed upon $450,000 cash payment on September 5, 2008 and have advanced an
aggregate 800,000 shares of our common stock to Ault Glazer.





As of
this date, there remain 500,000 shares issuable to Ault Glazer upon Ault Glazer
meeting the conditions of the Amendment. During the years ended December 31,
2009 and 2008, we incurred interest expense of $0 and $127,637 on this
note.





Catalysis
Notes





John P.
Francis, a member of our Board of Directors, is President of Francis Capital
Management, LLC. Francis Capital acts as the investment advisor for each of
Catalysis Offshore Ltd and Catalysis Partners, LLC (collectively, “Catalysis”).
Catalysis has participated in equity and debt financings of our company.
Notably, between February 28, 2008 and March 20, 2008, we issued Catalysis
promissory notes in the aggregate principal amount of $500,000, which accrued
interest at the rate of 8% per annum and had maturity dates of May 31, 2008.
These notes were not repaid at maturity and were converted into new notes as
party of our January 2009 offering of senior secured notes. On December 15,
2009, we repaid the senior secured notes and accrued
interest.





During
the years ended December 31, 2009 and 2008, we paid Catalysis $78,090 and
$47,381 of interest.





A
Plus Supply Agreement





We have
an exclusive supply agreement for surgical sponges used in our Safety-Sponge®
System with A Plus International Inc. Wenchen Lin, a member of our Board of
Directors, is a founder and significant beneficial owner of A Plus. In addition,
Mr. Lin has participated in equity financings of our company. During the years
ended December 31, 2009 and 2008, our cost of revenue included $2,049,426 and
$1,382,164, respectively, in connection with this supply arrangement, and our
accounts payable included $1,683,080 and $164,341 at December 31, 2009 and 2008,
respectively, payable to A Plus under this supply agreement.





Aircraft
Partnership





From time
to time, we may use the services of an aircraft owning partnership principally
owned by Steven H. Kane, our Chief Executive Officer, for air travel. During the
years ended December 31, 2009 and 2008, we incurred $15,800 and $0 respectively,
of expenses related to the use such air travel services.


13





For
additional information relating to these and other related party transactions,
see Note 16 to our Consolidated Financial Statements included elsewhere in this
annual report on Form 10-K.





Independence
of the Board of Directors





Our Board
has affirmatively determined that Drs. Bauer and Glazer, and Messrs. Chase,
Francis, Hitchcock, Langsam, and McFarland are each “independent” as that term
is defined in the Nasdaq listing rules.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Principal
Accountant Fees and Services





With
respect to the years ended December 31, 2009 and 2008, the aggregate fees billed
by Squar, Milner, Peterson, Miranda & Williamson LLP were as
follows:





For the year ended December 31,2009
                    
                    
                    2008Audit
      Fees
                    
                    $
                    234,648
                    
                    
                    $
                    195,000Audit-Related
      Fees
                    
                    
                    10,068
                    
                    
                    $
                    4,000Tax
      Fees
                    
                    
                    —
                    
                    
                    $
                    13,000All
      Other Fees
                    
                    
                    —
                    
                    
                    
                    —Total
      Fees
                    
                    $
                    244,716
                    
                    
                    $
                    212,000





Audit Fees.Audit fees
consist of fees billed for professional services rendered for the audit of our
year-end consolidated financial statements and reviews of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by independent registered public accounting firms in
connection with statutory and regulatory filings.





Audit-Related Fees.Audit-related fees consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under “Audit
Fees.”These
services include attest services that are not required by statute or regulation
and consultations concerning financial accounting and reporting
standards.





Tax Fees.Tax fees consist of
fees billed for professional services for tax compliance, tax advice and tax
planning. These services include assistance regarding federal, state and local
tax compliance.





All Other Fees.All other
fees would include fees for products and services other than the services
reported above.





Policies and Procedures Relating to
Approval of Services by Auditor





The Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent auditors.  The Audit Committee will
consider whether the provision of non-audit services is compatible with
maintaining the independent auditor’s independence, and will approve such
services, should such a situation arise.





Consistent
with SEC rules regarding auditor independence, the Audit Committee has
responsibility for appointing, as well as setting the compensation and
overseeing the work of, the independent registered public accounting firm. In
addition, although permitted by Section 202 of the Sarbanes-Oxley Act of 2002 to
pre-approve the provisions of audit and non-audit services by our independent
auditor, the Audit Committee does not currently have in place formal
pre-approval policies and procedures.  As such, the Audit Committee
currently approves each engagement of our independent auditor for audit and
permitted non-audit services.  Thus, all services provided by Squar,
Milner, Peterson, Miranda & Williamson LLP during 2009, as described above,
were approved by the Audit Committee in advance of Squar, Milner, Peterson,
Miranda & Williamson LLP providing such services.





14


PART
IV





ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(3) Exhibits





The
exhibits listed on the accompanying Exhibit Index are incorporated in this
annual report on Form 10-K by this reference and filed as part of this report.
Each management contract or compensatory plan or arrangement required to be
filed as an exhibit to this annual report on Form 10-K is indicated by a “**” on
the accompanying Exhibit Index. See “Exhibit Index” for important information
regarding our exhibits.


15





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.





PATIENT
      SAFETY TECHNOLOGIES, INC.By:
              /s/ Steven H. KaneName:
      Steven H. KaneTitle:  President
      and Chief Executive Officer





POWER
OF ATTORNEY




KNOWN ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Steven H. Kane and Marc L. Rose, each of whom may act
without joinder of the other, as their true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for such person
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments to the annual report on Form 10-K, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





Signature
              
              Title
              
              Date/s/ Steven H. Kane
              
              Director,
      President and Chief Executive Officer
              
              April
      30, 2010Steven
      H. Kane
              
              (Principal
      Executive Officer)/s/ Marc L. Rose
              
              Chief
      Financial Officer (Principal Financial Officer and
              
              April
      30, 2010Marc
      L. Rose
              
              Principal
      Accounting Officer), Treasurer and Secretary/s/ Howard E. Chase
              
              Chairman
      of the Board
              
              April
      30, 2010Howard
      E. Chase/s/ Eugene A. Bauer
              
              Director
              
              April
      30, 2010Eugene
      A. Bauer, M.D./s/ John P. Francis
              
              Director
              
              April
      30, 2010John
      P. Francis/s/ Louis Glazer
              
              Director
              
              April
      30, 2010Louis
      Glazer, M.D., Ph.G./s/ William M. Hitchcock
              
              Director
              
              April
      30, 2010William
      Hitchcock/s/ Herbert Langsam
              
              Director
              
              April
      30, 2010Herbert
      Langsam/s/ Wenchen Lin
              
              Director
              
              April
      30, 2010Wenchen
      Lin/s/ Loren L. McFarland
              
              Director
              
              April
      30, 2010Loren
      L. McFarland


16


EXHIBIT
INDEX




Agreements
included as exhibits to this annual report on Form 10-K are included to provide
information regarding their terms and are not intended to provide any other
factual or disclosure information about our company (including its consolidated
subsidiary) or the other parties to the agreements. Where an agreement contains
representations and warranties by any party, those representations and
warranties have been made solely for the benefit of the other parties to the
agreement or express third-party beneficiaries as explicitly set forth in the
agreement. Any such representations and warranties:




·
            should
      not be treated as categorical statements of fact, but rather as an
      allocation of risk;




·
            may
      have been qualified by disclosures that were made to the other party in
      connection with the negotiation of the applicable agreement, which
      disclosures are not necessarily reflected in the
  agreement;




·
            may
      apply standards of materiality in a way that is different from what may be
      viewed as material to you or other investors;
  and




·
            were
      made only as of the date of the applicable agreement or such other date or
      dates as may be specified in the agreement and may be subject to more
      recent developments.




Accordingly,
any such representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time.





Exhibit
                    Number
                  
                  Description2.1
                  
                  Agreement
      and Plan of Merger and Reorganization, dated as of February 3, 2005, by
      and among Franklin Capital Corporation (n/k/a Patient Safety Technologies,
      Inc.), SurgiCount Acquisition Corp., SurgiCount Medical, Inc., Brian
      Stewart and Dr. William Stewart (incorporated by reference to
      our current report on Form 8-K filed with the SEC on February 9,
      2005)3.1
                  
                  Amended
      and Restated Certificate of Incorporation (incorporated by reference to
      Appendix A to the our definitive proxy statement on Schedule 14A filed
      with the SEC on July 13, 2009)3.2
                  
                  By-laws
      (incorporated by
      reference to the company’s Form N-2 filed with the SEC on July 31,
      1992)4.1
                  
                  Certificate
      of Designation of Series A Convertible Preferred Stock (included in Exhibit 3.1
      hereto)10.1***
                  
                  Supply
      and Distribution Agreement dated effective November 19, 2009, by and
      between Patient Safety Technologies, Inc. and Cardinal Health 200, LLC
      (incorporated by
      reference to our current report on Form 8-K filed with the SEC on November
      24, 2009)10.2
                  
                  Warrant
      Purchase Agreement dated effective as of November 19, 2009 by and between
      Patient Safety Technologies, Inc. and Cardinal Health, Inc. (incorporated by reference to
      our current report on Form 8-K filed with the SEC on November 24,
      2009)10.3
                  
                  Registration
      Rights Agreement dated effective as of November 19, 2009, by and between
      Patient Safety Technologies, Inc. and Cardinal Health, Inc. (incorporated by reference to
      our current report on Form 8-K filed with the SEC on November 24,
      2009)10.4
                  
                  Warrant
      dated November 19, 2009 issued to Cardinal Health, Inc. to purchase up to
      1,250,000 shares of our common stock at $2.00 per share, expiring November
      19, 2014 (incorporated
      by reference to our current report on Form 8-K filed with the SEC on
      November 24, 2009)10.5
                  
                  Warrant
      dated November 19, 2009 issued to Cardinal Health, Inc. to purchase up to
      625,000 shares of our common stock at $4.00 per share, expiring November
      19, 2014 (incorporated
      by reference to our current report on Form 8-K filed with the SEC on
      November 24, 2009)10.6
                  
                  Exclusive
      License and Supply Agreement dated May 15, 2008, by and among SurgiCount
      Medical, Inc. and A Plus International, Inc. (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on March 31,
      2010)


17





Exhibit
                  Number
                
                Description10.7
                
                Subscription
      Agreement dated January 26, 2007 between Patient Safety Technologies, Inc.
      and A Plus International, Inc. (incorporated by reference to
      our current report on Form 8-K filed with the SEC on February 2,
      2007)10.8
                
                Form
      of Exchange Agreement dated July 29, 2009 between Patient Safety
      Technologies, Inc. and certain investors (incorporated by reference to
      our current report on Form 8-K filed with the SEC on August 3,
      2009)10.9
                
                Form
      of Purchase Agreement dated July 29, 2009 between Patient Safety
      Technologies, Inc. and certain investors (incorporated by reference to
      our current report on Form 8-K filed with the SEC on August 3,
      2009)10.10
                
                Form
      of Senior Secured Note and Warrant Purchase Agreement dated January 29,
      2009 (incorporated by
      reference to our current report on Form 8-K filed with the SEC on February
      3, 2009)10.11
                
                Form
      of Security Agreement dated January 29, 2009 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on February 3,
      2009)10.12
                
                Form
      of Senior Secured Note dated January 29, 2009 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on February 3,
      2009)10.13
                
                Form
      of Warrant dated January 29, 2009 to purchase shares of our common stock
      at $1.00 per share, expiring January 29, 2014 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on February 3,
      2009)10.14
                
                Form
      of Securities Purchase Agreement dated August 1, 2008 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on August 14,
      2008)10.15
                
                Registration
      Rights Agreement dated August 1, 2008 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on August 14,
      2008)10.16
                
                Form
      of Warrant dated August 1, 2008 to purchase shares of our common stock at
      $1.40 per share, expiring August 1, 2013 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on August 14,
      2008)10.17
                
                Form
      of Securities Purchase Agreement dated May 20, 2008 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on June 2,
      2008)10.18
                
                Registration
      Rights Agreement dated May 20, 2008 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on June 2,
      2008)10.19
                
                Form
      of Warrant dated May 27, 2008 to purchase shares of our common stock at
      $1.40 per share, expiring May 27, 2013 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on June 2,
      2008)10.20
                
                Securities
      Purchase Agreement dated as of October 17, 2007 between Patient Safety
      Technologies and Francis Capital Management, LLC (incorporated by reference to
      our current report on Form 8-K filed with the SEC on October 22,
      2007)10.21
                
                Registration
      Rights Agreement dated as of October 17, 2007 between Patient Safety
      Technologies and Francis Capital Management, LLC (incorporated by reference to
      our current report on Form 8-K filed with the SEC on October 22,
      2007)10.22
                
                Secured
      Convertible Promissory Note issued August 10, 2007 with an effective date
      of June 1, 2007 to Ault Glazer Capital Partners, LLC in the amount of
      $2,530,558.40 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on August 16,
      2007)10.23
                
                Amendment
      and Early Conversion of Secured Promissory Note dated as of September 5,
      2008 between Ault Glazer Capital Partners, LLC (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on April 16,
      2009)


18





Exhibit
                  Number
                
                Description10.24
                
                Security
      Agreement dated August 10, 2007 in favor of Ault Glazer Capital Partners,
      LLC (incorporated by
      reference to our current report on Form 8-K filed with the SEC on August
      16, 2007)10.25
                
                Guaranty
      of Payment by SurgiCount Medical, Inc. in favor of Ault Glazer Capital
      Partners, Inc. in connection with the $2,530,558.40 Promissory Note issued
      August 10, 2007 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on August 16,
      2007)10.26
                
                Form
      of Subscription Agreement entered into between March 7, 2007 to April 5,
      2007 (incorporated by
      reference to our annual report on Form 10-K  filed with the SEC
      on May 16, 2007)10.28
                
                Subscription
      Agreement dated January 29, 2007 between Patient Safety Technologies, Inc.
      and David Wilstein and Susan Wilstein, as Trustees of the Century Trust
      (incorporated by
      reference to our current report on Form 8-K filed with the SEC on February
      2, 2007)10.29
                
                Form
      of Warrant dated January 29, 2007 issued to Century Trust to purchase
      12,000 shares of our common stock at $2.00 per share, expiring January 29,
      2012 (incorporated by
      reference to Exhibit C to Exhibit 10.4 to our current report on Form 8-K
      filed with the SEC on February 2, 2007)10.30
                
                Form
      of Warrant dated September 8, 2006 issued to Steven J. Caspi to purchase
      up to $312,500 of shares of our common stock (consisting of 250,000 shares
      of our common stock at $1.25 per share, or a combination of shares of our
      common stock and shares of common stock of our subsidiary, SurgiCount
      Medical, Inc.), expiring September 8, 2011 (incorporated by reference to
      our amended current report on Form 8-K/A filed with the SEC on March 1,
      2007)10.31
                
                Form
      of SurgiCount Medical, Inc. Warrant dated September 8, 2006 issued to
      Steven J. Caspi to purchase up to $312,500 in shares of common stock of
      SurgiCount Medical, Inc. (or 250,000 shares of our common stock at $1.25
      per share), expiring September 8, 2011 (incorporated by reference to
      our amended current report on Form 8-K/A filed with the SEC on March 1,
      2007)10.32
                
                Form
      of Warrant dated November 3, 2006 issued to Charles J. Kalina III to
      purchase 100,000 shares of our common stock at $1.25 per share, expiring
      November 3, 2011 (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on May 16,
      2007)10.33
                
                Form
      of Warrant dated July 12, 2006 issued to Charles J. Kalina III to purchase
      85,000 shares of our common stock at $2.69 per share, expiring July 11,
      2011 (incorporated by
      reference to our current report on Form 8-K filed with the SEC on July 14,
      2006)10.34
                
                Warrant
      dated June 6, 2006 issued to Alan E. Morelli to purchase 401,460 shares of
      our common stock at $3.04 per share, expiring June 6, 2011 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on June 9,
      2006)10.35
                
                Form
      of non-callable Warrant dated April 22, 2005 issued to James Colen to
      purchase 10,000 shares of our common stock at $6.05 per share, expiring
      April 22, 2010 (incorporated by reference to
      our current report on Form 8-K filed with the SEC on April 26,
      2005)10.36
                
                Form
      of callable Warrant dated April 22, 2005 issued to James Colen to purchase
      10,000 shares of our common stock at $6.05 per share, expiring April 22,
      2010 (incorporated by
      reference to our current report on Form 8-K filed with the SEC on April
      26, 2005)10.37
                
                Lease
      for 43460 Ridge Park Drive, Temecula, California (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on March 31,
      2010)10.38
                
                Sublease
      for 5 Caufield Place, Suite 102, Newtown, Pennsylvania (incorporated by reference to
      our current report on Form 8-K filed with the SEC on January 7,
      2010)10.39**
                
                2005
      Stock Option Plan (incorporated by reference to
      Appendix A to our definitive proxy statement on Schedule 14A filed with
      the SEC on March 2,
2005)


19





Exhibit
                  Number
                
                Description10.40**
                
                2009
      Stock Option Plan (incorporated by reference to
      Appendix B to our definitive proxy statement on Schedule 14A filed with
      the SEC on July 13, 2009)10.41**
                
                Form
      of Stock Option Agreement (incorporated by reference to
      our registration statement on Form S-8 filed with the SEC on February 16,
      2010)10.42**
                
                Employment
      Agreement dated May 7, 2009 between Patient Safety Technologies Inc. and
      Steven H. Kane (incorporated by reference to
      our quarterly report on Form 10-Q filed with the SEC on May 20,
      2009)10.43**
                
                Employment
      Agreement dated effective as of November 24, 2009 between Patient Safety
      Technologies Inc. and Marc L. Rose (incorporated by reference to
      our current report on Form 8-K filed with the SEC on December 1,
      2009)10.44**
                
                Employment
      Agreement dated January 5, 2009 between Patient Safety Technologies, Inc.
      and David I. Bruce (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on April 16,
      2009)10.45**
                
                Separation
      Agreement and General Release dated May 6, 2009 between Patient Safety
      Technologies, Inc. and David Bruce (incorporated by reference to
      our quarterly report on Form 10-Q filed with the SEC on May 20,
      2009)10.46**
                
                Executive
      Services Agreement dated July 11, 2008 between Patient Safety
      Technologies, Inc. and Tatum, LLC for the services of Mary A. Lay (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on April 16,
      2009)10.47**
                
                Employment
      Agreement dated January 5, 2009 between Patient Safety Technologies, Inc.
      and Brian Stewart (incorporated by reference to
      our amended annual report on Form 10-K/A filed with the SEC on July 13,
      2009)14.1
                
                Code
      of Business Conduct and Ethics (incorporated by reference to
      our amended annual report on Form 10-K/A filed with the SEC on July 13,
      2009)21.1
                
                Subsidiary
      of the company (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on March 31,
      2010)23.1
                
                Consent
      of Squar, Milner, Peterson, Miranda & Williamson, LLP (incorporated by reference to
      our annual report on Form 10-K filed with the SEC on March 31,
      2010)31.1*
                
                Certification
      of Chief Executive Officer required by Rule 13a-14(a) or Rule
      15d-14(a)*31.2*
                
                Certification
      of Chief Financial Officer required by Rule 13a-14(a) or Rule
      15d-14(a)*32.1*
                
                Certification
      of Chief Executive Officer and Chief Financial Officer required by Rule
      13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of
      the United States Code*








*
            Filed
      herewith.


**
            Management
      or compensatory plan or
arrangement.


***
            Confidential
      treatment requested for certain confidential portions of this exhibit.
      These confidentialportions
      have been omitted from this exhibit and filed separately with the
      Commission.


20