Current Report Filing (8-k)
03 August 2019 - 7:01AM
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 29, 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
1.01.
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Entry
into a Material Definitive Agreement.
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Amendment to Consultant Agreement
On August 2, 2019, Pure Bioscience, Inc. (the
“Company”) entered into an Amendment (the “Amendment”), effective August 1, 2019, to the Consultant Agreement
with Dave Pfanzelter, effective August 13, 2018 (the “Consultant Agreement”). The Company previously entered into
the Consultant Agreement in connection with Mr. Pfanzelter’s retirement from the Board of Directors of the Company (the
“Board”) and his position as Chairman of the Board, which provided for a $5,000 per month consulting fee, among other
items. Pursuant to the terms of the Amendment, Mr. Pfanzelter has agreed to a consulting fee of $100 per hour in lieu of the monthly
consulting fee, which the Company expects to reduce his consulting fee overall.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed
as Exhibit 10.1 and is incorporated herein by reference.
Sublease
On July 29, 2019, the Company entered into
a Sublease Agreement (the “Sublease”) with SwabPlus L.P. (“SwabPlus”), effective July 25, 2019, pursuant
to which the Company will sublease certain office and industrial space for its corporate headquarters. The premises are located
in Rancho Cucamonga, California. Pursuant to the terms of the Sublease, the Company will pay SwabPlus rent of approximately $2,333
per month, plus additional payments for real property taxes, maintenance and repair and related expenses. The Company expects
to transition to the new premises in September 2019. The Company and the landlord under the current lease have agreed to terminate
the current lease no later than September 15, 2019. The Company expects the Sublease to reduce the Company’s operating expenses
compared to its operating expenses under its current lease.
Tom Y. Lee, CPA, the Company’s Chairman
of the Board and, effective August 7, 2019, President and Chief Executive Officer, also serves as chairman of the board of directors
and chief executive officer of SwabPlus. Mr. Lee also serves as president of Hermosa Property, Inc., the landlord of the premises
subject to the Sublease. The Sublease was considered by the Company in accordance with the Company’s Related Party Transaction
and Procedures Policy, and approved by the disinterested members of the Board.
The foregoing description of the Sublease
does not purport to be complete and is qualified in its entirety by reference to the full text of the Sublease, which is filed
as Exhibit 10.2 and is incorporated herein by reference.
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: August
2, 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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