Pure Bioscience - Current report filing (8-K)
October 25 2007 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 19, 2007
Date of Report (Date of earliest event reported):
PURE
BIOSCIENCE
(Exact name of registrant as specified in charter)
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California
(State or other jurisdiction of incorporation)
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33-0530289
(IRS Employer Identification No.)
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1725 Gillespie
Way, El Cajon, California 92020
(Address of principal executive offices)
(619) 586
8600
Registrant’s telephone number, including area code:
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02
Unregistered Sales of Equity Securities.
On October 19, 2007 the Company sold
1,667,596 unregistered securities units to accredited investors at $5.03 per unit.
Each unit consisted of one share of PURE Bioscience common stock and one quarter of
a five-year warrant to purchase PURE Bioscience common stock at $7.17 per share. A
total of 419,394 such five-year warrants were issued to the investors. The offering
purchase price represented an approximate 11% discount to the average closing price of the
trailing ten days ending October 18, 2007. The aggregate of shares sold represent
approximately 6.7% of the prior outstanding shares. The net proceeds to the Company
were approximately $7.72 million. A five-year warrant to purchase 167,776 shares of
common stock at $8.60 per share was issued to Taglich Brothers, Inc. as the placement
agent. The net proceeds will be allocated to business development, research and
development, working capital and other general corporate purposes.
The Company has agreed to file a
registration statement with the Securities and Exchange Commission within ninety days of
the closing for purposes of registering the resale of the common stock issued and sold in
the private placement and the shares underlying the warrants issued to both the investors
and the placement agent.
With respect to the unregistered
sales made, the Company relied on Regulation D and Section 4(2) of the Securities Act of
1933, as amended. No advertising or general solicitation was employed in offering the
securities. The securities were offered to sophisticated, accredited investors who were
provided all of the current public information available on the Company.
The above description, which
summarizes the material terms of the Placement Agreement and Warrant, is not complete.
Please read the full text of the Placement Agreement and Warrant, which have been filed
with the Securities and Exchange Commission as Exhibits to this Current Report.
Item 9.01
Financial Statements and Exhibits
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4.5
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Placement
Agent Warrant
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10.14
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Placement
Agent Agreement
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: October 25,
2007
PURE BIOSCIENCE
/s/ MICHAEL L. KRALL
Michael L. Krall, Chief
Executive Officer
PURE Bioscience (PK) (USOTC:PURE)
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