Current Report Filing (8-k)
July 12 2019 - 3:31PM
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):
July
8, 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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Securities
registered pursuant to Section 12(b) of the Act: None. The Registrant’s common stock is traded on the OTC.
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. [ ]
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Chief
Executive Officer Transition
On
July 8, 2019, Pure Bioscience, Inc. (the “
Company
”) announced that its Board of Directors (the “
Board
”)
has taken a number of initiatives to accelerate its goal of reaching profitability. In furtherance of this goal, the Board
approved a chief executive officer transition plan, under which Henry R. Lambert, the Company’s current Chief Executive
Officer, agreed to retire and transition into a consulting role effective August 7, 2019 (the “
Transition Date
”),
and Tom Y. Lee, the Company’s current Chairman of the Board, assumed the position as the Company’s new Chief Executive
Officer, effective as of the Transition Date.
Consulting
Agreement
In
connection with the transition, the Company and Mr. Lambert entered into a Consulting Agreement, dated July 8, 2019 (the “
Consulting
Agreement
”).
Pursuant
to the terms of the Consulting Agreement, Mr. Lambert will provide consulting services to the Company for a four (4) month period
following the Transition Date; provided, however, that if the Company achieves Cash Flow Breakeven (as defined in the Consulting
Agreement) during such four (4) month period, the term of the consultancy shall extend an additional two (2) months. Mr. Lambert
will receive $14,583 per month during the term of his consultancy. Additionally, subject to Mr. Lambert signing a release in favor
of the Company, the vesting of his outstanding stock options and other equity-based awards will accelerate notwithstanding
any vesting terms of such stock options and other equity-based awards.
The
Consulting Agreement also requires Mr. Lambert to comply with restrictions and covenants in favor of the Company, including confidentiality,
non-compete and non-solicitation provisions.
The
foregoing summary of the Consulting Agreement, including the associated exhibits, does not purport to be
complete, and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K, and incorporated herein by reference.
Item
9.01 Financial Statements and 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:
July 12, 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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