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): February 19, 2019

 

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)

 

(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:

 

[  ] 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 1.01 Entry into a Material Definitive Agreement.

 

On February 19, 2019, Pure Bioscience, Inc. (the “Company”) entered into warrants amendments (each a “Warrant Amendment”, and together, the “Warrant Amendments”) with three holders of warrants to purchase the Company’s common stock (“Common Stock”) issued in August 2014 (the “2014 Warrants”). The Warrant Amendments provided (i) for a reduction in the exercise price from $0.75 to $0.35 and (ii) that 2014 Warrants would expire unless otherwise exercised on the date of the Warrant Amendments. In connection with the execution of the Warrant Amendments, on February 19, 2019, the holders exercised the 2014 Warrants to purchase 2,399,999 shares of Common Stock for an aggregate exercise price of approximately $839,999.

 

Tom Lee, the Company’s Chairman of the Board, and beneficial holder of a 2014 Warrant to purchase 2,133,333 shares of Common Stock, entered into a Warrant Amendment and exercised his 2014 Warrant for an aggregate exercise price of approximately $746,666. Additionally, Dale Okuno, a member of the Company’s Board of Directors, and beneficial holder of a 2014 Warrant to purchase 213,333 shares of Common Stock, entered into a Warrant Amendment and exercised his 2014 Warrant for an aggregate exercise price of approximately $74,666.

 

The foregoing description of the Warrant Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendments, the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth 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 Financial Statements and Exhibits.

 

(d) Exhibits

 

  Exhibit No.   Description
  10.1   Form of Warrant Amendment.

 

     

 

 

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: February 21, 2019 By: /s/ Henry R. Lambert
    Henry R. Lambert
    Chief Executive Officer

 

     

 

 

 

2014 Warrant

 

FIRST AMENDMENT TO

WARRANT TO PURCHASE COMMON STOCK

 

This First Amendment (the “ Amendment ”) to Warrant to Purchase Common Stock (the “ Warrant ”), is made and entered into effective as of [___________], 2019 (the “ Effective Date ”), by and between Pure Bioscience, Inc., a Delaware corporation (the “ Company ”) and the undersigned (the “ Warrantholder ”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.

 

WHEREAS, the Company issued the Warrantholder the Warrant to purchase [______] shares of Common Stock on or around [____], 2014 and the Company and Warrantholder desire to amend the Warrant as set forth herein to induce the exercise thereof.

 

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

 

1. Warrant Price . The exercise price contained in the heading of the Warrant, defined as “Warrant Price” is hereby amended and restated to be $[__] per share of Common Stock.

 

2. Exercise of Warrant . Section 1 of the Warrant is hereby amended and restated in its entirety as follows:

 

“(a) General . The purchase rights represented by this Warrant shall be deemed exercised by delivery before the Expiration Date of all of the following: (i) the original copy of this Warrant (or an Affidavit of Lost Warrant in the form reasonably acceptable to the Company) for cancellation and (ii) cash in the amount equal to the Warrant Price multiplied by the number of Warrant Shares. The cash may be tendered in the form of a check payable to Pure Bioscience, Inc. or by wire transfer to Pure Bioscience, Inc. The exercise price of the Warrant must be properly delivered, before the Expiration Date to: Pure Bioscience, Inc.

 

(b) Upon the exercise of this Warrant in compliance with the provisions of Section 1(a), as promptly as reasonably practicable, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of Warrant Shares issuable upon such exercise, but not later than three (3) business days after such exercise.

 

(c) No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the rights under this Warrant. In lieu of such fractional share to which the Warranthholder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

 

The term “ Expiration Date ” means the date hereof.

 

3. Adjustments . Section 2 of the Warrant is hereby deleted in its entirety and replaced with “Reserved”.

 

     

 

 

4. Necessary Acts . Each party to this Amendment hereby agrees to perform any further acts and to execute and deliver any further documents that may be necessary or required to carry out the intent and provisions of this Amendment and the transactions contemplated hereby.

 

5. Governing Law . This Amendment shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

 

6. No Other Amendments . Except as amended hereby, the Warrant shall remain in full force and effect as originally written.

 

[ Remainder of Page Left Intentionally Blank ]

 

     

 

 

IN WITNESS WHEREOF, the parties have executed this First Amendment to Warrant to Purchase Common Stock as of the date first above written.

 

PURE BIOSCIENCE, INC.  
     
By:  
Name: Henry Lambert  
Title: Chief Executive Officer  
     
[Investor Name]  
     
By:  
Name:      
Title: