U.S. 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 (Date of earliest event reported): December 30, 2016
SurePure, Inc.
(Exact name of Company as specified in its charter)
| Nevada | 000-54172 | 26-3550286 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
405 Lexington Avenue, 25th Floor
New York, NY 10174
(Address of principal executive offices)
Telephone: (917) 368-8480
Facsimile: (917) 368-8005
(Registrant’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 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 |
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.
| | SUREPURE, INC. (Registrant) |
| | |
| Date: January 5, 2017 | /s/ Guy R.Kebble |
| | Guy R. Kebble |
| | Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.53 | Agreement, dated December 31, 2016, by and among SurePure, Inc., SurePure Operations AG and Guy Kebble |
| | |
| 10.54 | Agreement, dated December 31, 2016, by and among SurePure, Inc., SurePure Operations AG and Stephen Robinson |
| | |
| 10.55 | Agreement, dated December 31, 2016, by and among SurePure, Inc., SurePure Operations AG and Christophe Joveniaux |
