PURE BIOSCIENCE, INC. (OTCMKTS:PURE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August 23, 2017, Pure Bioscience, Inc. (the “Company”) entered into an amendment and waiver agreement (the “Amendment and Waiver”) with respect to that certain Securities Purchase Agreement, dated December 1, 2016, by and among the Company and the investors parties thereto (the “Purchase Agreement”) and that certain Registration Rights Agreement, dated as of December 1, 2016, by and among the Company and the investors party thereto (the “Registration Rights Agreement”) executed in connection with that certain private placement transaction that closed in January 2017 (the “Private Placement”). The Company is filing a Schedule TO (the “Schedule TO”) with respect to a tender offer (the “Tender Offer”) on the date hereof to holders of certain of the Company’s outstanding warrants to reduce the exercise price and shorten the expiration date of such warrants as described in the Schedule TO and exhibits thereto and to also file a post-effective amendment (the “Post-Effective Amendment”) to a Registration Statement filed with the Securities and Exchange Commission (the “SEC”) to register the resale of shares of common stock and shares of common stock underlying the warrants issued in the Private Placement. In connection with the commencement of the Tender Offer and related items, the Company and the majority-in-interest investor in the Private Placement agreed to certain amendments to the Purchase Agreement and Registration Rights Agreement as set forth in the Amendment and Waiver. Each of the Purchase Agreement and Registration Rights Agreement may be amended by holders holding a majority of the shares and warrants issued in the Private Placement.
The Amendment and Waiver amended the definition of “Exempt Issuance” in the Purchase Agreement to provide that the Tender Offer is not be subject to Section 4.12(a) of the Purchase Agreement, which prohibits the Company from issuing securities below $0.85 per share, unless such offer or issuance was an “Exempt Issuance”. The Amendment and Waiver also amended Section 4.12(a) of the Purchase Agreement to extend the term of the prohibition on the Company from issuing securities below $0.85 per share until June 1, 2018 under certain conditions.
Additionally, upon the filing of the Post-Effective Amendment, the Registration Statement will not be available for some period of time for the resale of the shares and shares of common stock underlying the warrants issued in the Private Placement. The Amendment and Waiver amended Section 2(d) of the Registration Rights Agreement to exclude the imposition of certain liquidated damages to the extent that the Post-Effective Amendment is reviewed by the staff of the SEC and not available for use for up to an aggregate of 45 consecutive days.
The foregoing descriptions of the Amendment and Waiver, Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Amendment and Waiver, Purchase Agreement and Registration Rights Agreement, respectively, which are filed as Exhibit 10.1 herewith and Exhibits 10.1 and 10.2 to that certain Current Report on Form 8-K filed on December 7, 2016, respectively, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits |
| Exhibit No. | Description |
| 10.1 | Form of Amendment and Waiver, dated August 23, 2017, by and between the Company and that certain holder party thereto. |
PURE BIOSCIENCE, INC. ExhibitEX-10.1 2 ex10-1.htm PURE BIOSCIENCE,…To view the full exhibit click here
About PURE BIOSCIENCE, INC. (OTCMKTS:PURE)
PURE Bioscience, Inc. is focused on developing and commercializing antimicrobial products that provide solutions to the health and environmental challenges of pathogen and hygienic control. The Company’s technology platform is based on stabilized ionic silver and its products contain silver dihydrogen citrate (SDC). It offers PURE Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains and food processors. It is testing and continuing development of PURE Control to utilize PURE Control as a direct food contact processing aid for raw meats, including beef and pork. In addition to PURE Hard Surface and PURE Control, it manufactures and sells SDC-based products for end use; products preserved with SDC, and SDC as a raw material ingredient for manufacturing use. These products include PURE Multi-Purpose and Floor Cleaner Concentrate, PURE Multi-Purpose Hi-Foam Cleaner Concentrate, Axen 30, Axenohl and SILVERION. PURE BIOSCIENCE, INC. (OTCMKTS:PURE) Recent Trading Information
PURE BIOSCIENCE, INC. (OTCMKTS:PURE) closed its last trading session up +0.01 at 1.21 with shares trading hands.