Current Report Filing (8-k)
June 23 2017 - 6:04AM
Edgar (US Regulatory)
UNITED
STATES
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): June 22, 2017
PURE
BIOSCIENCE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-14468
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33-0530289
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1725
Gillespie Way
El
Cajon, California
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92020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (619) 596-8600
Not
applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
[ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
June 22, 2017, the Board of Directors (the “Board”) of Pure Bioscience, Inc. (the “Company”), granted
(i) Dave Pfanzelter, the Chairman of the Board, (A) 500,000 restricted stock units (the “Chairman RSUs”) pursuant
to a restricted stock unit agreement (the “Chairman RSU Agreement”) and (B) an option to purchase 1,000,000 shares
of Common Stock (the “Chairman Option”) pursuant to a notice of grant and stock option agreement (the “Chairman
Option Agreement”) and (ii) Hank Lambert, the Company’s Chief Executive Officer, (A) 200,000 restricted stock units
(the “CEO RSUs”, together with the Chairman RSUs, the “RSUs”) pursuant to a restricted stock unit agreement
(the “CEO RSU Agreement”, together with the Chairman RSU Agreement, the “RSU Agreements”) and (B) an option
to purchase 400,000 shares of Common Stock (the “CEO Option”, together with the Chairman Option, the “Options”)
pursuant to a notice of grant and option agreement (the “CEO Option Agreement”, together with the Chairman Option
Agreement, the “Option Agreements”). The RSUs and Options were granted outside the Company’s 2007 Amended and
Restated Equity Incentive Plan (the “Plan”).
The
RSU Agreements and Option Agreements provide that 25% of the RSUs and Options vest on December 31, 2018, and the remainder vest
in three equal annual installments thereafter and any unvested shares are subject to accelerated vesting in connection with
a
termination without Cause or resignation for Good Reason, upon grantee’s death or Complete Disability or upon a Change in
Control (as the terms are defined in the RSU Agreements or Option Agreements as applicable). Additionally, the RSU Agreements
provide that the RSUs settle on the earlier (i) ten years from the date of grant, (ii) 60 days after the date that the grantee’s
service ceases for any reason, (iii) the date of the grantee’s death or Complete Disability or (iv) a Change in Control.
Additionally, the RSU Agreements and the Option Agreements provide a tax gross-up payment in the event that any payment
or distribution made to Messrs. Pfanzelter or Lambert in connection with their separation from the Company or upon a Change in
Control becomes subject to an excise tax pursuant to Section 280G and Section 4999 of the Internal Revenue Code.
Additionally,
on June 22, 2017, the Board granted each non-employee director (i) 150,000 restricted stock units (the “Non-Employee Director
RSUs”) pursuant to a form of non-employee director restricted unit agreement (the “Non-Employee Director RSU Agreement”)
and (ii) an option to purchase 200,000 shares of Common Stock (the “Non-Employee Director Options”) pursuant to a
form of non-employee director notice of grant and stock option agreement (the “Non-Employee Director Option Agreement”).
The terms of the Non-Employee Director RSU Agreement and Non-Employee Director Option Agreement are substantially similar to the
Chairman RSU Agreement and Chairman Option Agreement, respectively, except that (i) 50% of the Non-Employee Director RSUs and
the Non-Employee Director Options vest on the earlier of (A) January 15, 2018 or (B) the date of the 2018 annual meeting of stockholders
and (ii) 50% of the Non-Employee Director RSUs and the Non-Employee Director Options vest on (A) the earlier of January 15, 2019
or (B) the date of the 2019 annual meeting of stockholder. Additionally, any unvested shares are subject to accelerated vesting
in connection with the Board’s failure to nominate such director for re-election to the Board or the Company’s stockholders
failing to re-elect such director to the Board, in either case other than for Cause, if director’s Service terminates as
a result of the director’s death or Complete Disability or upon a Change in Control (
as
the terms are defined in the
Non-Employee Director RSU Agreement or the Non-Employee Director Option Agreement, as applicable).
The
foregoing discussion of the RSU Agreements, Stock Option Agreements, Form of Non-Employee Director RSU Agreement and Form of Non-Employee
Director Option Agreements is qualified in its entirety by reference to the full text of such agreements. Copies of the Chairman
RSU Agreement, Chairman Option Agreement, CEO RSU Agreement, CEO Option Agreement, Form of Non-Employee Director RSU Agreement
and Form of Non-Employee Director Stock Option Agreement are attached as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 of this
Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
No.
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Description
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99.1
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Chairman
RSU Agreement, dated as of June 22, 2017.
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99.2
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Chairman
Option Agreement, dated as of June 22, 2017.
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99.3
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CEO
RSU Agreement, dated as of June 22, 2017.
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99.4
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CEO
Option Agreement, dated as of June 22, 2017.
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99.5
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Form
of Non-Employee Director RSU Agreement.
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99.6
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Form
of Non-Employee Director Option Agreement.
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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.
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PURE
BIOSCIENCE, INC.
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Dated:
June 23, 2017
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By:
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/s/
Henry R. Lambert
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Henry
R. Lambert
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Chairman
RSU Agreement, dated as of June 22, 2017.
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99.2
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Chairman
Option Agreement, dated as of June 22, 2017.
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99.3
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CEO
RSU Agreement, dated as of June 22, 2017.
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99.4
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CEO
Option Agreement, dated as of June 22, 2017.
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99.5
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Form
of Non-Employee Director RSU Agreement.
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99.6
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Form
of Non-Employee Director Option Agreement.
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