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)
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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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[ ]
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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. [ ]
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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.
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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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AMENDMENT
TO CONSULTANT AGREEMENT
This
Amendment (this “
Amendment
”) to the Consultant Agreement (the “
Agreement
”) is entered into
effective as of August 1, 2019, between PURE Bioscience, Inc., a Delaware corporation (the “
Company
”), and
Dave Pfanzelter (“
Consultant
”). Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Agreement.
WHEREAS,
the Company and Consultant entered into the Agreement effective as of August 13, 2018;
WHEREAS,
under the Agreement, Consultant performed consulting services to the Board of Directors (the “
Board
”) of the
Company;
WHEREAS,
Consultant desires to continue performing consulting services to the Board, and is willing to continue performing such services
on the terms and conditions set forth in the Agreement, as amended by this Amendment;
WHEREAS,
the Company and the Board have determined that it is in the best interest of the Company and its stockholders to amend the Agreement
as set forth herein; and
WHEREAS,
Section 10 (Amendment) of the Agreement provides that the Agreement may be amended in writing in an amendment entered into between
the parties.
NOW,
THEREFORE, in consideration of the mutual covenants contained in this Amendment and other good and valuable consideration, the
Company and Consultant agree as follows:
1.
The Agreement is hereby amended by deleting Section 3.2 (Compensation) of the Agreement and replacing it with the following paragraph:
“
3.2
Compensation.
Commencing as of the Effective Date, the Company shall pay the Consultant $100 per hour for services pursuant
to this Agreement, payable on a monthly basis (the “
Consultant Compensation
”).”
2.
This Amendment shall prevail and control with respect to any inconsistency between the provisions of this Amendment and the provisions
of the Agreement.
3.
This Amendment constitutes an amendment to the Agreement and, except as expressly amended, supplemented or modified in this Amendment,
all provisions of the Agreement remain in full force and effect.
4.
This Amendment and the Agreement, including any attachments or exhibits incorporated by reference, is the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications,
proposals, agreements, conditions, warranties or representations with respect to the subject matter hereof and prevails over any
conflicting or additional terms of any communication between the parties relating to the subject matter hereof during the Term.
5.
This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original and such counterparts
together will constitute one and the same instrument. In addition, the parties agree that documents executed and transmitted by
facsimile, transmitted electronically with electronic or digital signature, or transmitted by email with a scanned copy shall
be deemed to be an original signature for purposes of this Amendment.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, the undersigned are duly authorized to execute this Amendment.
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PURE BIOSCIENCE, INC.
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CONSULTANT
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By:
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/s/
Henry R. Lambert
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By:
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/s/
Dave Pfanzelter
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Name:
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Henry
R. Lambert
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Dave
Pfanzelter
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Title:
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Chief
Executive Officer
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Execution
Version
SUBLEASE
AGREEMENT
This
Sublease Agreement (this “Agreement”) is made effective as of July 25, 2019 (the “Effective Date”), by
and between
SWABPLUS L.P., A CALIFORNIA LIMITED PARTNERSHIP
(“Tenant”), and
PURE BIOSCIENCE, INC., A DELAWARE
CORPORATION
(“Subtenant”). Tenant previously entered into that certain Commercial/Industrial Lease with
HERMOSA
PROPERTY, INC., A CALIFORNIA S CORPORATION
(“Landlord”), dated February 22, 2008 (the “Master Lease”).
Capitalized terms used but not defined herein shall have the meanings given to such terms in the Master Lease. Tenant wishes to
now sublet the leased property to Subtenant and Subtenant wishes to sublet the leased property from Tenant. Tenant and Subtenant
agree to the following sublease arrangement:
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I.
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PREMISES
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Tenant, in consideration of the sublease payments described in this Agreement, sublets (this “Sublease”) to Subtenant
that certain property which is described as follows: office space of approximately 636.25 square feet and industrial warehouse
space of approximately 1,187.00 square feet.
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The
premises (the “Premises”) is located at the following address:
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9669
Hermosa Avenue
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Rancho
Cucamonga, CA 91730
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II.
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TERM
AND POSSESSION
. The term of this Sublease will begin on July 25, 2019 at 12:01 A.M. and unless terminated sooner pursuant
to the terms of this Agreement, will continue for the remainder of the term provided in the Master Lease. Subtenant’s
tenancy will terminate on December 31, 2020 at 11:59 P.M., unless Landlord and Subtenant agree to sign another written agreement
prior to the end of such tenancy providing for an additional tenancy term. Subtenant is not responsible for finding a replacement
upon the termination of such tenancy.
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III.
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SUBLEASE
PAYMENTS
. Subtenant shall pay to Tenant sublease payments in the amount of Two Thousand Three Hundred Thirty-Two Dollars
and Twenty-Five Cents ($2,332.25) per month.
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(a)
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Sublease
payments shall be payable on the first (1
st
) day of each month. No holidays, special events, or weekends shall
excuse Subtenant’s obligation to timely pay the sublease payments.
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(b)
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Subtenant
may be required to pay prorated sublease payments from the beginning of this Sublease to the first full payment period. If
Subtenant must pay prorated sublease payments, Subtenant shall pay such prorated amounts at the execution of this Agreement.
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(c)
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Sublease
payments shall be made to Tenant at the following address:
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9669
Hermosa Avenue
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Rancho
Cucamonga, CA 91730
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This
address may be changed from time to time. Subtenant will be informed in writing prior to the due date of that period’s
Sublease payment if the payment location has changed.
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IV.
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ADDITIONAL
PAYMENTS
. Subtenant also shall pay to Tenant, in the amounts payable pursuant to the terms of the Master Lease, (a) all
costs related to operating, managing, insuring, repairing and maintaining the Premises, (b) all real property taxes and general
assessments levied and assessed against the Premises, (c) all taxes assessed against and levied upon the trade fixtures, furnishings,
equipment, and any and all other personal property of Subtenant contained in and on the Premises and (d) all other applicable
charges required to be paid from time to time. The additional payments described in clauses (a) through (d) of the preceding
sentence shall be payable on the first (1
st
) day of each month. No holidays, special events, or weekends shall
excuse Subtenant’s obligation to timely pay the additional payments.
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V.
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NOTICES
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Notices under this Sublease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid,
addressed as follows to every interested party:
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TENANT:
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9669
Hermosa Avenue
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Rancho
Cucamonga, CA 91730
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SUBTENANT:
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9669
Hermosa Avenue
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Rancho
Cucamonga, CA 91730
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LANDLORD:
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1751
East Del Amo Boulevard
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Carson,
CA 90746
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These
addresses may be changed at will by any interested party. Any interested party changing its address shall provide written notice
to the other interested parties as described above.
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VI.
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GOVERNING
LAW
. This Agreement shall be construed in accordance with the laws of the State of California, without regard to the conflict
of law principles thereof.
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VII.
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DISPUTE
RESOLUTION
. If a dispute arises during the term of this Sublease, the following actions shall take place:
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(a)
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If
there is a dispute between any of the interested parties and such parties are unable to resolve such dispute through negotiations
among such parties, all interested parties agree to resolve such dispute through non-binding mediation and an agreed-upon
mediator.
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(b)
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If
the interested parties are unable to resolve such dispute with the assistance of the mediator in thirty (30) days, such parties
have the right to commence legal action in a court of competent jurisdiction or through binding arbitration. The decision
of such court or arbitrator shall be legally binding upon all interested parties.
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(c)
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It
is agreed that the costs involved in hiring the mediator shall be shared equally among the interested parties.
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VIII.
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SEVERABILITY
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In the event that any of the provisions of this Agreement are held to be invalid or unenforceable (in whole or in part), the
other provisions of this Agreement will nevertheless continue to be valid and enforceable as though such invalid or unenforceable
provisions of this Agreement (in whole or in part) had not been included in this Agreement.
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IX.
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WAIVER
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No term or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the
party against whom such waiver is claimed, and any waiver of any such term, condition or breach thereof shall not be deemed
to be a waiver of any other term or condition or any other breach of the same or any other term or condition.
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X.
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AMENDMENT
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This Agreement shall not be amended or modified except by a written agreement signed by Tenant and Subtenant.
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XI.
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COUNTERPARTS
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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument.
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XII.
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SUBLETTING
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Subtenant shall not assign, transfer, or further sublet the Premises or any part of the Premises without the prior written
consent of Tenant and Landlord.
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XIII.
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INCORPORATION
OF MASTER LEASE
. This Agreement is subject to the terms of the Master Lease with the same force and effect as if each
provision of the Master Lease were incorporated into this Agreement, except as otherwise provided in this Agreement.
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[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, Tenant and Subtenant have entered into this Sublease Agreement as of the Effective Date.
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TENANT:
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SWABPLUS
L.P.
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By:
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/s/
Man To Ku
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Name:
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Man
To Ku
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Title:
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General
Partner
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SUBTENANT:
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PURE
BIOSCIENCE, INC.
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By:
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/s/
Henry R. Lambert
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Name:
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Henry
R. Lambert
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Title:
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Chief
Executive Officer
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ACKNOWLEDGED AND AGREED:
LANDLORD:
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HERMOSA
PROPERTY, INC.
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By:
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/s/
Tom Y. Lee
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Name:
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Tom
Y. Lee
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Title:
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President
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