Current Report Filing (8-k)
26 August 2017 - 6:47AM
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): August 23, 2017
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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Registrant’s
telephone number, including area code: (619) 596-8600
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 (see General Instruction A.2. below):
[ ]
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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. [ ]
Item
1.01.
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Entry
into a Material Definitive Agreement.
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On August 23, 2017, Pure Bioscience, Inc.
(the “Company”) entered into an amendment and waiver agreement (the “Amendment and Waiver”) with respect
to that certain Securities Purchase Agreement, dated December 1, 2016, by and among the Company and the investors parties thereto
(the “Purchase Agreement”) and that certain Registration Rights Agreement, dated as of December 1, 2016, by and among
the Company and the investors party thereto (the “Registration Rights Agreement”) executed in connection with that
certain private placement transaction that closed in January 2017 (the “Private Placement”). The Company is filing
a Schedule TO (the “Schedule TO”) with respect to a tender offer (the “Tender Offer”) on the date hereof
to holders of certain of the Company’s outstanding warrants to reduce the exercise price and shorten the expiration date
of such warrants as described in the Schedule TO and exhibits thereto and to also file a post-effective amendment (the “Post-Effective
Amendment”) to a Registration Statement filed with the Securities and Exchange Commission (the “SEC”) to register
the resale of shares of common stock and shares of common stock underlying the warrants issued in the Private Placement. In
connection with the commencement of the Tender Offer and related items, the Company and the majority-in-interest investor
in the Private Placement agreed to certain amendments to the Purchase Agreement and Registration Rights Agreement as set
forth in the Amendment and Waiver. Each of the Purchase Agreement and Registration Rights Agreement may be amended by holders
holding a majority of the shares and warrants issued in the Private Placement.
The Amendment and Waiver amended the definition
of “Exempt Issuance” in the Purchase Agreement to provide that the Tender Offer is not be subject to Section 4.12(a)
of the Purchase Agreement, which prohibits the Company from issuing securities below $0.85 per share, unless such offer
or issuance was an “Exempt Issuance”. The Amendment and Waiver also amended Section 4.12(a) of the Purchase Agreement
to extend the term of the prohibition on the Company from issuing securities below $0.85 per share until June 1, 2018 under
certain conditions.
Additionally, upon the filing of the Post-Effective
Amendment, the Registration Statement will not be available for some period of time for the resale of the shares and shares
of common stock underlying the warrants issued in the Private Placement. The Amendment and Waiver amended Section 2(d) of the
Registration Rights Agreement to exclude the imposition of certain liquidated damages to the extent that the Post-Effective Amendment
is reviewed by the staff of the SEC and not available for use for up to an aggregate of 45 consecutive days.
The foregoing descriptions of the Amendment
and Waiver, Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the forms of Amendment and Waiver, Purchase Agreement and Registration Rights Agreement,
respectively, which are filed as Exhibit 10.1 herewith and Exhibits 10.1 and 10.2 to that certain Current Report on Form 8-K filed
on December 7, 2016, respectively, and incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Form
of
Amendment and Waiver, dated August 23, 2017, by and between
the Company and that certain holder party thereto.
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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 hereunto duly authorized.
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PURE
BIOSCIENCE, INC.
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Dated:
August 25, 2017
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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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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Form
of
Amendment and Waiver, dated August 23, 2017, by and between
the Company and that certain holder party thereto.
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