Current Report Filing (8-k)
June 25 2019 - 3:06PM
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
Date
of Report (Date of earliest event reported):
June 21
, 2019
PURE
BIOSCIENCE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-14468
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33-0530289
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1725
Gillespie Way
El
Cajon, California
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92020
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(619)
596-8600
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(Former
Name or Former Address If Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01
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Entry
into a Material Definitive Agreement.
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Private
Placement Financing
On
June 21, 2019, PURE Bioscience, Inc. (the “Company”), creator of the patented non-toxic silver dihydrogen citrate
(SDC) antimicrobial, completed a closing (the “Closing”) of a private placement financing (the “Private
Placement Financing”) to accredited investors. The Company raised net proceeds of $141,000 in the Closing of an aggregate
of 486,206 shares (collectively with the shares of common stock referenced below under Amendment to Existing Subscription Agreement,
the “Shares”) of the Company’s common stock (the “Common Stock”) at a purchase price of $0.29 per
share. The Shares issued in the Private Placement Financing were issued pursuant to a Securities Purchase Agreement (the “Securities
Purchase Agreement”).
The
net proceeds to the Company from the Closing, after deducting the forgoing fees and other offering expenses, are expected to be
approximately $140,000. The Company expects to use the net proceeds for general corporate purposes, including the Company’s
research and development efforts, and for g
eneral administrative expenses and working capital
.
Amendment
to Existing Subscription Agreement
Additionally,
as previously disclosed on our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2019, the
Company entered into securities purchase agreements, dated May 9, 2019 (the “May Securities Purchase Agreements”),
with Dale Okuno and Ivan Chen, each of whom are accredited investors and members of the Company’s Board of Directors (the
“Board”), providing for the sale and issuance by the Company of Shares for aggregate net proceeds of $285,000. In
connection with the Closing of the Private Placement Financing discussed above, the Company and each of Messrs. Okuno and
Chen entered into amendments to the May Securities Purchase Agreements, to reduce the purchase price per share from $0.35 to $0.29
per share (the “Amendments”). As a result, the Company issued 168,472 additional Shares for an aggregate of 982,757
Shares (including the Shares issued pursuant to the May Securities Purchase Agreements).
The
issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”),
and these Shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act
and any applicable state securities laws. The Shares were issued and sold in reliance upon an exemption from registration afforded
by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented
to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities
Act, and that each was receiving the Shares for investment for its own account and without a view to distribute them. This Current
Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy any of the Shares.
The
form of Securities Purchase Agreement contains ordinary and customary provisions for agreements of this nature, such as representations,
warranties, covenants, and indemnification obligations, as applicable. The foregoing description of the Securities Purchase Agreement
and Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the form of
Securities Purchase Agreement and Form of Amendments, the forms of which are filed as exhibit 10.1 and 10.2 to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under Private Placement Financing in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02 in its entirety.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PURE
BIOSCIENCE, INC.
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Dated:
June 25, 2019
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By:
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/s/
Henry R. Lambert
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Henry
R. Lambert
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Chief
Executive Officer
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