SurePure, Inc. (OTCMKTS:SURP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On December 30, 2016, we entered into separate agreements (the
Share Issuance Agreements) with two of our executive officers and
five consultants, under which Share Issuance Agreements each
counterparty agreed to discharge amounts owed to them in respect
of fees due, in the case the two executives, from our subsidiary
SurePure Operations A.G. (SPOAG) AG, in the case of four of the
consultants, consulting fees due from SPOAG, and in the case of
the other consultant, consulting fees due from us, in each case
in exchange for the issuance of shares of our Common Stock, par
value $0.001 per share (Common Stock). In each case, shares of
our Common Stock were valued at $0.12 per share for purposes of
determining the number of shares to be issued under the three
agreements. We issued an aggregate of 4,809,895 shares of our
Common Stock in these transactions to obtain the discharge of
$577,188 of liabilities from our consolidated balance sheet.
Specifically, Guy Kebble, a member of our board of directors and
our chief Executive Officer, discharged us from $129,204 owed to
him by SPOAG in respect of fees accrued and unpaid as of December
31, 2016 in exchange for 1,076,698 shares of our Common Stock;
Stephen Robinson, a member of our board of directors and our
Chief Financial Officer and a director, discharged us from
$125,520 owed in respect of fees for services accrued and unpaid
as of December 30, 2016 in exchange for 1,046,000 shares;
Christophe Joveniaux, a consultant to SPOAG, discharged us from
$157,527 owed in respect of fees accrued and unpaid as of
December 30, 2016, in exchange for 1,311,891 shares; and
ProActive Capital Resources Group LLC (PACR), our investor
relations agent, discharged us from $16,000 of fees owed by us
under an agreement, dated August 26, 2013, in exchange for
133,333 shares. The remaining three consultants discharged us
from an aggregate of $149,037 owed in respect of fees accrued and
unpaid as of December 30, 2016, in exchange for an aggregate of
1,241,973 shares of our Common Stock.
Under the Share Issuance Agreements, each of these officers and
consultants released us from these obligations owed as of
December 30, 2016. Since we do not have sufficient working
capital to pay the fees to these six individuals or the fees due
to PACR in cash on a current basis, we and the individuals and
PACR may agree in the future to discharges of fees accruing in
the future in exchange for shares of Common Stock.
We sold and issued the shares of Common Stock to the each person
other than PACR without registration under the exemption from
registration provided by Regulation S (Regulation S) promulgated
under the Securities Act of 1933, as amended (the Securities Act)
and to PACR without registration under the exemption from
registration provided by Regulation D promulgated under the
Securities Act. In the Share Issuance Agreements with the
individuals, each such individuals acknowledged that the shares
were restricted securities and may not be resold in any
transaction which involves any US person (as defined in
Regulation S) or by any means of commerce connected to the United
States. In the Share Issuance Agreement with PACR, PACR
acknowledged that the shares were restricted securities and may
not be resold in any transaction without an exemption from the
registration requirements of the Securities Act. Under the Share
Issuance Agreements, we provided each of the three individuals
and PACR with certain rights to register for resale the shares
issued to them under the Share Issuance Agreements during the
period ending December 30, 2018 as part of certain registrations
of other shares of Common Stock that we initiate.
Copies of the Share Issuance Agreements with Guy Kebble, Stephen
Robinson and Christophe Joveniaux are attached as Exhibits 10.53,
10.54 and 10.55 to this Current Report on Form 8-K. The remaining
Share Issuance Agreements are in substantially the same form as
the forms attached as such Exhibits.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description |
| 10.53 |
Agreement, dated December 30, 2016, by and among SurePure, Inc., SurePure Operations AG and Guy Kebble |
| 10.54 |
Agreement, dated December 30, 2016, by and among SurePure, Inc., SurePure Operations AG and Stephen Robinson |
| 10.55 |
Agreement, dated December 30, 2016, by and among SurePure, Inc., SurePure Operations AG and Christophe Joveniaux |
About SurePure, Inc. (OTCMKTS:SURP)
SurePure, Inc. is a development-stage company. The Company designs, manufactures, markets, sells or licenses and maintains its Turbulator systems for liquid photopurification technology in the global marketplace (SurePure Photopurification Technology or Technology). Its Technology uses ultraviolet (UV) light in the C band (UVC) to process, preserve and sustain the natural quality of food ingredients, such as liquid egg and animal feed constituents, and beverage products, such as juices and concentrates, sugar syrup bases, alcoholic beverages and farm milk. In addition to the foregoing applications, its SurePure Photopurification Technology is tested for its capacity to reduce the microbial loads in turbid liquids intended for human consumption, such as dairy products, flavored water and coconut water, liquids with industrial applications, such as diesel and bio-ethanol, and liquids with pharmaceutical applications, such as eye preparations, saline drips and personal care products. SurePure, Inc. (OTCMKTS:SURP) Recent Trading Information
SurePure, Inc. (OTCMKTS:SURP) closed its last trading session 00.000 at 0.115 with shares trading hands.