Item 1.01. Entry into a Material Definitive Agreement.
On April 24, 2013, Pure Bioscience, Inc. (the “Company”) completed the second closing of a private placement pursuant to which it sold 500,000 shares of its common stock and a warrant (the “Warrant”) to purchase an aggregate of 250,000 shares of the Company’s common stock. The shares were sold at a per share purchase price of $0.40, resulting in approximately $200,000 in aggregate proceeds to the Company. The Warrant has a three-year term, becomes exercisable six months after the date of issuance, and has an exercise price of $0.65 per share.
As part of this financing, the Company granted certain registration rights, under which the Company agreed to file a registration statement covering the resale of the shares of common stock sold in this financing, as well as those shares issuable upon exercise of the Warrant, within forty-five days of the closing date.
The shares of common stock and the Warrant were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of each investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it is purchasing the securities for its own account and without a view to distribute them. The securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements.
A complete copy of the form of Warrant, the Securities Purchase Agreement and the Registration Rights Side Letter Agreement are attached hereto as Exhibits 4.1, 10.1, and 10.2, respectively, and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Form of Common Stock Purchase Warrant.* |
| 10.1 | Securities Purchase Agreement, dated as of April 24, 2013, between Pure Bioscience, Inc. and each purchaser identified on the signature pages thereto. |
| 10.2 | Registration Rights Side Letter Agreement, dated as of April 23, 2013, between Pure Bioscience, Inc. and Sentinel Capital Solutions, Inc. |
* Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2013.
