SurePure, Inc. (OTCMKTS:SURP) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.04
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Triggering Events That Accelerate or Increase a Direct Financial Ogligation or an Obligation Under an Off-Balance Sheet Arrangement |
On March 29, 2017, we were advised by SBI Investments LLC,
2014-1, a statutory series of Delaware limited liability company
(SBI), that SBI will begin conversion of our Promisory Note,
dated February 1, 2016 and made to SBI in the original principal
amount of $330,000 (the Promissory Note), with an initial
conversion of $25,000. This initial conversion results in the
issuance of 691,467 shares of our common stock, par value $0.001
per share (Common Stock), to SBI. In addition SBI has required
that we increase the number of shares of our Common Stock that
are reserved for issuance upon conversaion of the Promissory Note
by 25,000,000 shares to 30,000,000 shares based on the decline in
our share price. The conversion results from our failure to pay
the Promissory Note on January 11, 2017, which was the maturity
date stated in Amendment No. 2 (Amendment No. 2) to Promissory
Note dated November 17, 2016. Although we and SBI had discussed
repayment options, we were unable to raise capital to that was
required for any of the options discussed.
Under Amendment No.2 to the Promisory Note, (i) the maturity date
had been extended to January 11, 2017; (ii) the number of shares
of our Common Stock into which SBI could convert the Promissory
Note following the occurrence of an event of default under the
Note, including the failure to repay the Promissory Note on or
before the Extended Maturity Date, would be based on a conversion
price that is 52.5% of the market price of our shares; and (iii)
the principal amount to be paid to SBI to discharge the
Promissory Note in full would be $435,000 if repaid on or after
January 8, 2017.
Additionally, as noted in our most recent quarterly report on SEC
Form 10-Q, we have significant obligations to tax authorities in
the United States, Switzerland and South Africa and we have not
as yet paid the renewal fees for the our international patents.
Deespite ongoing efforts to raise capital for the business, we
have been unable to succeed in this regard and without the
infusion of additional capital we may shortly cease operations.
Our annual report on SEC Form 10-K was due to be filed on March
31, 2017. On March 29, 2017 we filed SEC Form NT-10K stating that
our annual report will not be filed on that date.
| Item 3.02 | Unregistered Shares of Equity Securities |
Reference is made to the 691,467 shares of our Common Stock
issued to SBI upon conversion of $25,000 principal amount of the
Promissory Note disclosed above under Item 2.04. The shares were
issued without registration in reliance upon the exemptions
provided in Section 4(a)(2) of the Securities Act of 1933, as
amended, and Rule 506 of the regulations issued thereunder.
Reference is made to our Current Report on SEC Form 8-K filed on
Feburary 12, 2016 in which we disclosed the issue and sale of the
Promissory Note to SBI.
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 up +0.0005 at 0.0650 with shares trading hands.
