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): May 17, 2021

 

PURE BIOSCIENCE, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-14468   33-0530289
(State or Other Jurisdiction
of Incorporation) 		 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9669 Hermosa Avenue

Rancho Cucamonga, California

  91730
(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))

 

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the 2021 Annual Meeting of PURE Bioscience, Inc. (the “Company”) held on January 20, 2021, the Company’s stockholders approved an amendment to the Certificate of Incorporation of the Company to increase the authorized number of shares of the Company’s common stock from 100,000,000 shares to 150,000,000 shares. Accordingly, on May 17, 2021, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective on May 17, 2021, upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware.

 

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

  Exhibit No.   Description
  3.1   Certificate of Amendment of Certificate of Incorporation of PURE Bioscience, Inc.

 

 

 

 

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.
     
Date: May 19, 2021 By: /s/ Tom Y. Lee
    Tom Y. Lee,
    Chief Executive Officer

 

 

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

PURE BIOSCIENCE, INC.,

a Delaware Corporation

 

Pure Bioscience, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

 

1. Paragraph (A) of Article IV of the Corporation’s Certificate of Incorporation is hereby amended and restated in their entirety as follows:

 

“The total number of shares of stock that the corporation shall have authority to issue is 155,000,000, consisting of 150,000,000 shares of Common Stock with a par value of $0.01 per share and 5,000,000 shares of Preferred Stock with a par value of $0.01 per share.”

 

2. The foregoing amendment to the Certificate of Incorporation has been duly approved by the Board of the Directors of the Corporation in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of Delaware.

 

3. The foregoing amendment to the Certificate of Incorporation has been duly approved by the written consent of the stockholders in accordance with Sections 228 and 242 of the General Corporation Law of Delaware and the Corporation’s Certificate.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be executed this 14th day of May, 2021.

 

  PURE BIOSCIENCE, INC.
     
  By:  /s/ Tom Y. Lee
    Tom Y. Lee, CPA
    Chief Executive Officer