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): October 10, 2017

 

PURE BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-14468   33-0530289

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1725 Gillespie Way

El Cajon, California

  92020
(Address of principal executive offices)   (Zip Code)

 

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):

 

[  ] 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))

 

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 7.01 Regulation FD Disclosure.

 

On October 12, 2017, Pure Bioscience, Inc. (the “ Company ”) issued a press release announcing the completion of an offer to amend and exercise (the “ Offer to Amend and Exercise ”) certain warrants to purchase the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

The information furnished in this Item 7.01 to this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

 

Item 8.01. Other Events.

 

On October 10, 2017, the Company closed the Offer to Amend and Exercise that the Company had made to holders of certain warrants to purchase the Company’s Common Stock. The Company filed a Schedule TO with the Securities and Exchange Commission (the “ SEC ”) on August 25, 2017 with respect to the Offer to Amend and Exercise to (i) reduce the exercise price of the warrants to purchase 4,104,980 shares of Common Stock issued to investors participating in the Company’s private placement financing completed on August 29, 2014, as amended (the “ 2014 Warrants ”) from $0.75 per share to $0.60 per share of Common Stock in cash, (ii) reduce the exercise price of outstanding warrants to purchase 1,986,101 shares of Common Stock issued to investors participating in the Company’s private placement financing completed on November 23, 2015 (the “ 2015 Warrants ”) from $0.45 per share to $0.40 per share of Common Stock in cash, (iii) reduce the exercise price of the outstanding warrants to purchase 1,572,941 shares of Common Stock issued to investors participating in the Company’s private placement financing completed on January 23, 2017 (the “ 2017 Warrants ”, together with the 2014 Warrants and 2015 Warrants, the “ Original Warrants ”) from $1.25 per share to $0.85 per share of Common Stock in cash, (iv) shorten the exercise period of the Original Warrants so that they expired concurrently with the expiration of the Offer to Amend and Exercise at 5:00 p.m. (Pacific Time) on September 25, 2017 (“ Expiration Date ”) unless extended until the Subsequent Expiration Date (as defined below), (v) delete the cashless exercise provisions in the Original Warrants and (vi) delete the price-based anti-dilution provisions contained in the 2015 Warrants.

 

Additionally, the Company requested the holders of a majority of the shares issuable upon exercise of the 2014 Warrants (the “ 2014 Requisite Majority ”), 2015 Warrants (the “ 2015 Requisite Majority ”) and 2017 Warrants (the “ 2017 Requisite Majority ”) to approve an amendment of all of the outstanding 2014 Warrants, 2015 Warrants and 2017 Warrants, respectively, to amend such Original Warrants in the same manner as set forth above (the “ Aggregate Warrant Amendment ”), except the Expiration Date would be extended until October 10, 2017 (the “ Subsequent Expiration Date ”) if such Aggregate Warrant Amendment was approved with respect to such class of Original Warrants. The 2015 Requisite Majority approved an amendment of all of the outstanding 2015 Warrants and holders of 2015 Warrants had until the Subsequent Expiration Date to exercise their 2015 Warrants (the “ Subsequent Offer Period ”).

 

The Offer to Amend and Exercise with respect to the 2014 Warrants and 2017 Warrants expired on the Expiration Date of September 25, 2017. As of September 25, 2017, 1,491,649 shares of Common Stock were issued upon exercise of 2014 Warrants, 1,599,135 shares of Common Stock were issued upon exercise of 2015 Warrants and 1,396,470 shares of Common Stock were issued upon exercise of 2017 Warrants, for aggregate gross proceeds to the Company of approximately $2.72 million. During the Subsequent Offer Period, 2015 Warrants to purchase 268,909 shares of Common Stock were exercised for aggregate gross proceeds to the Company of approximately $107,000. 2014 Warrants to purchase 2,533,331 shares of Common Stock and 2017 Warrants to purchase 176,471 shares of Common Stock at exercise prices of $0.75 per share and $1.25 per share, respectively, continue to remain outstanding. 2015 Warrants that were not exercised by the Subsequent Expiration Date expired unexercised on such date.

 

Original Warrants (including 2015 Warrants exercised during the Subsequent Offer Period) to purchase an aggregate of 4,756,163 shares of Common Stock were tendered and exercised in the Offer to Amend and Exercise for aggregate gross proceeds to the Company of approximately $2.83 million. Garden State Securities Inc. assisted the Company as warrant solicitation agents with respect to the 2017 Warrants.

 

     
 

 

Additionally, the Company previously recorded warrant liability on its financial statements with respect to the 2015 Warrants due to certain anti-dilution provisions contained in such warrants. Upon the exercise and expiration of the 2015 Warrants, the warrant liability existing on the Company’s financial statements has been terminated.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release Issued by the Company on October 12, 2017.

 

     
 

 

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.

 

  PURE BIOSCIENCE, INC.
     
Dated: October 12, 2017 By: /s/ Henry R. Lambert
    Henry R. Lambert
    Chief Executive Officer

 

     
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release Issued by the Company on October 12, 2017.

 

     
 

 

 

 

 

PURE Bioscience Completes Successful Warrant Tender Offer and Raises $2.8 Million from Exercise of Warrants

 

SAN DIEGO (October 12, 2017) – PURE Bioscience, Inc. ( OTCQB: PURE ), creator of the patented, non-toxic silver dihydrogen citrate ( SDC ) antimicrobial, announced today that on October 10, 2017 it successfully completed a tender offer to amend and exercise three classes of outstanding warrants issued to investors who participated in its 2014, 2015 and 2017 private placement financings. PURE raised approximately $2.8 million in gross cash proceeds from the exercise of 4,756,163 outstanding warrants as part of the tender offer.

 

PURE offered its existing warrant holders the opportunity to exercise their warrants in cash at reduced exercise prices. Approximately 64% of the Company’s outstanding warrants were exercised in the tender offer.

 

Net proceeds are anticipated to be approximately $2.6 million after deducting warrant solicitation agent fees and other offering expenses and are expected to be used for working capital and general corporate purposes.

 

Hank R. Lambert , Chief Executive Officer, said that, “We are pleased with the broad support and participation of our existing investors in the tender offer. The purpose of the tender offer was to raise non-dilutive funds to support the Company’s operations. Also important is the fact that the tender offer and warrant exercises streamlined the Company’s capital structure and eliminated its warrant derivative liability – thus helping the Company prepare for a potential future uplisting to a national stock exchange.

 

“We believe that the net proceeds from the tender offer will support PURE’s execution of its commercialization strategy, and will help drive us to our goal of cash flow breakeven by calendar Q4 2018,” concluded Lambert.

 

Garden State Securities Inc. assisted the Company as warrant solicitation agent with respect to the warrants issued in the 2017 private placement financing.

 

The complete terms of the tender offer were set forth in the Tender Offer Statement on Schedule TO and related exhibits, including the Offer to Amend and Exercise, filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2017, as amended. The warrants issued in the 2017 private placement were exercised pursuant to a prospectus filed with the SEC on September 6, 2017, as amended, under a post-effective amendment to the existing registration statement on Form S-1 (File No. 333-215915), which was declared effective by the SEC on September 1, 2017. Copies of the Schedule TO, the Offer to Amend and Exercise, the prospectus and other related materials are available on the SEC’s website, at www.sec.gov.

 

About PURE Bioscience, Inc.

 

PURE Bioscience, Inc. is focused on developing and commercializing our proprietary antimicrobial products primarily in the food safety arena — providing solutions to the health and environmental challenges of pathogen and hygienic control. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. As a platform technology, SDC is distinguished from existing products in the marketplace because of its superior efficacy, reduced toxicity and it mitigates bacterial resistance. PURE is headquartered in El Cajon, California (San Diego metropolitan area). Additional information on PURE is available at www.purebio.com .

 

 

 

 

Forward-looking Statements

 

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause our actual results to differ materially from any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s failure to implement or otherwise achieve the benefits of its proposed business initiatives and plans; acceptance of the Company’s current and future products and services in the marketplace, including the Company’s ability to convert successful evaluations and tests for PURE Control into customer orders and customers continuing to place product orders as expected and to expand their use of the Company’s products; the ability of the Company to develop effective new products and receive required regulatory approvals for such products, including the required data and regulatory approvals required to use its SDC-based technology as a direct food contact processing aid in raw meat processing and to expand its use in OLR poultry processing; the Company’s ability to successfully complete in-plant tests of PURE Control; competitive factors; the Company’s dependence upon third-party vendors, including to manufacture its products; and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission (the SEC), including its Form 10-K for the fiscal year ended July 31, 2016, its Form 10-Q for the first quarter ended October 31, 2016, second quarter ended January 31, 2017, and third quarter ended April 30, 2017. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

 

Contacts:

 

Hank Lambert, CEO   Terri MacInnis, VP of IR   Tom Hemingway
PURE Bioscience, Inc.   Bibicoff + MacInnis, Inc.   Redwood Investment Group
619-596-8600 ext.103   818-379-8500   714-978-4425
hlambert@purebio.com   terri@bibimac.com   tomh@redwoodfin.com