Pure Bioscience - Prospectus filed pursuant to Rule 424(b)(3)
October 26 2007 - 4:13PM
Edgar (US Regulatory)
Filed Pursuant to Rule
424(b)(3)
SB-2
Registration Statement
SEC
File No. 333-133500
PROSPECTUS SUPPLEMENT
NO. 1
Prospectus Supplement dated October 26, 2007
to Prospectus declared
effective on July 7, 2006
PURE BIOSCIENCE
This prospectus supplement dated
October 26, 2007, or this prospectus supplement, supplements and amends our
prospectus dated July 7, 2006, relating to the offer and sale by the selling stockholders
identified in such prospectus of up to 9,177,596 shares of our common stock. We refer to
our prospectus dated July 7, 2006 as the prospectus. This prospectus
supplement includes our attached Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 25, 2007. The financing described therein closed on October
19, 2007.
You should read this prospectus
supplement in conjunction with the prospectus. This prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information contained in this
prospectus supplement supersedes the information contained in the prospectus. This
prospectus supplement is not complete without, and may not be utilized except in
connection with, the prospectus, including any amendments or additional supplements
thereto. Capitalized terms used in this prospectus supplement but not otherwise defined
herein shall have the meanings given to such terms in the prospectus.
Our common stock is quoted on the OTC
Bulletin Board under the symbol PURE.
The last reported sales price per
share of our common stock, as reported by the OTC Bulletin Board on October 25, 2007, was
$7.40.
Investing in our common stock
involves a high degree of risk. See Risk Factors beginning on page 4 of the
prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus supplement is October 26, 2007.
Unregistered Sales of
Equity Securities.
On October 19, 2007 the Company sold
1,677,596 unregistered securities units to accredited investors at $5.03 per unit.
Each unit consisted of one share of PURE Bioscience common stock and one quarter of
a five-year warrant to purchase PURE Bioscience common stock at $7.17 per share. A
total of 419,394 such five-year warrants were issued to the investors. The offering
purchase price represented an approximate 11% discount to the average closing price of the
trailing ten days ending October 18, 2007. The aggregate of shares sold represent
approximately 6.7% of the prior outstanding shares. The net proceeds to the Company
were approximately $7.72 million. A five-year warrant to purchase 167,776 shares of
common stock at $8.60 per share was issued to Taglich Brothers, Inc. as the placement
agent. The net proceeds will be allocated to business development, research and
development, working capital and other general corporate purposes.
The Company has agreed to file a
registration statement with the Securities and Exchange Commission within ninety days of
the closing for purposes of registering the resale of the common stock issued and sold in
the private placement and the shares underlying the warrants issued to both the investors
and the placement agent.
With respect to the unregistered sales
made, the Company relied on Regulation D and Section 4(2) of the Securities Act of 1933,
as amended. No advertising or general solicitation was employed in offering the
securities. The securities were offered to sophisticated, accredited investors who were
provided all of the current public information available on the Company.
The above description, which
summarizes the material terms of the Placement Agreement and Warrant, is not complete.
Please read the full text of the Placement Agreement and Warrant, which have been filed
with the Securities and Exchange Commission as Exhibits to an 8-K Current Report on
October 25, 2007.
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