PURE Bioscience
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:
May 21, 2009
PURE BIOSCIENCE
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| (Exact name of registrant as specified in its charter) |
| California |
0-21019 |
33-0530289 |
| (State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.)
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1725 Gillespie Way, El Cajon, California 92020
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| (Address of principal executive offices)(Zip Code) |
(619) 596 8600
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| (Registrant's telephone number, including area code) |
Not Applicable
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| (Former name or former address, if changed since last report.)
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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:
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| o |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Item 1.01 Entry into a
Material Definitive Agreement.
On May 21, 2009, Pure Bioscience, a
California corporation (the “Company”), entered into
securities purchase agreements with certain institutional investors (the
“Investors”) relating to the sale and issuance by the
Company to the Investors of up to 1,418,440 shares of the Company’s common stock and
warrants to purchase up to 496,454 shares of the common stock, for an approximate total
purchase price of up to $3 million. Each share of common stock will be sold at a price of
$2.115 per share. Investors will receive warrants to purchase 0.35 shares of common stock
at an exercise price of $2.37 per share for each share of common stock they purchase in
this offering. The shares of common stock and warrants will be issued separately.
In addition, the Company has agreed
to issue to Axiom Capital Management, Inc., as the Company’s placement
agent and pursuant to a placement agency agreement, a warrant to purchase the
number of shares of common stock equal to 5% of the aggregate shares of common
stock sold in this offering at an exercise price of $2.64 per share. Pursuant to
the placement agency agreement, Axiom Capital Management, Inc. will also receive
a cash fee which represents 6% of the aggregate purchase price in the offering.
The warrants issued to Investors will
be exercisable during the period commencing immediately upon the date of original issuance
and ending five years from the date the warrants become exercisable. The exercise price of
such warrants is $2.37 per share of common stock. The exercise price and the number of
shares subject to the warrants are subject to adjustment in the event of stock dividends
and distributions, stock splits, stock combinations, reclassifications or similar events
affecting the Company’s common stock and also upon any distributions of assets,
including cash, stock or other property to the Company’s shareholders. The warrant
issued to the placement agent has identical terms to the warrants issued to Investors,
except that (i) the exercise price of the warrant issued to the placement agent is $2.64
per share of common stock, (ii) the warrant issued to the placement agent is restricted
from transfer as provided by FINRA Rule 5110(g) and (iii) the warrant issued to the
placement agent is not exercisable prior to the six month anniversary of the issuance date
of such warrant.
The Company is offering the shares of
common stock and the warrants pursuant to a prospectus dated May 5, 2009, a
prospectus supplement dated May 21, 2009, and the Company’s previously filed
registration statement on Form S-3, as amended (File No. 333-158555), which was
declared effective by the Securities and Exchange Commission on May 8, 2009. A copy of the
opinion of Morrison and Foerster LLP relating to the legality of the issuance and
sale of the common stock and warrants in the offering is attached as Exhibit 5.1 hereto.
The closing of the offering is
expected to take place on or before May 28, 2009.
On May 22, 2009, the Company issued a
press release announcing the offering. A copy of the press release is attached as Exhibit
99.1 hereto.
The foregoing description of the
securities purchase agreements, the warrant agreements, and the placement agency agreement
does not purport to be complete and is qualified in its entirety by reference to the
exhibits hereto which are incorporated by reference. Except for the historical information
contained herein, this Form 8-K contains forward-looking statements that involve risk and
uncertainties, such as statements related to the anticipated closing of the offering. The
risks and uncertainties involved include the risks detailed from time to time in the
Company’s Securities and Exchange Commission (SEC) filings, including the
Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
2
Item 9.01 Financial
Statements and Exhibits
(d)
Exhibits.
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5.1 |
Opinion
of Morrison and Foerster LLP |
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10.1 |
Form of
Securities Purchase Agreement |
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10.2 |
Placement
Agency Agreement, dated as of April 28, 2009, by and between Pure Bioscience and Axiom
Capital Management, Inc. |
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23.1 |
Consent
of Morrison and Foerster LLP (included as part of Exhibit 5.1) |
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99.1 |
Press
release issued by Pure Bioscience dated May 22, 2009 |
3
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.
Dated: May 22, 2009
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/s/ Andrew J. Buckland
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Andrew J. Buckland, Chief Financial Officer
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