Current Report Filing (8-k)

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): July 31, 2015 

PURE BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-14468		33-0530289
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1725 Gillespie Way El Cajon, California		92020
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

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):

 

◻	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))

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Effective July 31, 2015, the Board of Directors (the “Board”) of Pure Bioscience, Inc. (the “Company”) accepted the resignation of Peter Wulff as the Company’s Chief Financial Officer,  Chief Operating Officer and Corporate Secretary.  Mr. Wulff also resigned as the Company’s Principal Financial Officer and Principal Accounting Officer.  Mr. Wulff’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

(c) Effective July 31, 2015, the Board also appointed Mark Elliott as the Company’s Vice President, Finance.  Mr. Elliott will also serve as the Company’s Principal Financial Officer and Principal Accounting Officer.  Mr. Elliott previously served as the Company’s Controller. 

 

Mr. Elliott, 40,  joined the Company in 2004 and has been responsible for managing all accounting and regulatory reporting activities since he was promoted to Controller in May 2006. He has also been responsible for establishing all current financial and reporting systems. Prior to joining the Company, Mr. Elliott worked in government accounting. He earned a Bachelor of Science, Business Administration-Accountancy at California State University-San Marcos.

 

In connection with Mr. Elliott’s appointment, the Board increased his annual base salary to $165,000.  In addition, the Board granted Mr. Elliott restricted stock units for 75,000 shares of the Company’s common stock under an RSU agreement to be entered into with Mr. Elliott at a future date.  37,500 shares will vest on July 31, 2015, 18,750 shares will vest upon filing of the Company’s Annual Report on Form 10-K for the year ended July 31, 2015 and 18,750 shares will vest upon the filing of the Company’s proxy statement for the 2016 annual meeting of stockholders.    The shares will settle on the earlier of (i) six months after the applicable vesting date, (ii) upon the separation of Mr. Elliott’s service to the Company or (iii) upon a change of control of the Company.

 

The Company also entered into an Indemnification Agreement with Mr. Elliott. The Indemnification Agreement provides for indemnification of, and advancement of litigation and other expenses to, Mr. Elliott to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries, subject to the terms and conditions contained in the form of Indemnification Agreement incorporated by reference hereto as Exhibit 99.2.

The Indemnification Agreement is identical in all material respects to the indemnification agreements entered into with the Company’s other officers.

 

Mr. Elliott is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the news release announcing Mr. Wulff’s resignation and Mr. Elliott’s appointment is furnished as Exhibit 99.1 to this report.

 

(e)  Effective July 31, 2015, the Board granted Henry R. Lambert, the Company’s Chief Executive Officer and a member of the Board, restricted stock units for 300,000 shares of the Company’s common stock under an RSU agreement to be entered into with Mr. Lambert at a future date.  150,000 shares will vest on July 31, 2016 and the remaining 150,000 shares will vest on July 31, 2017.    The shares will settle on the earlier of (i) six months after the applicable vesting date, (ii) upon the separation of Mr. Lambert’s service to the Company or (iii) upon a change of control of the Company.

 

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

99.1		Press Release, dated July 31, 2015.
99.2		Form of Indemnification Agreement between the Company and individual officers (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed with the SEC on October 24, 2013).

 

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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.

				PURE BIOSCIENCE, INC.
Dated: July 31, 2015				By:		/s/ Henry R. Lambert
						Henry R. Lambert
						Chief Executive Officer

 

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EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated July 31, 2015.
99.2		Form of Indemnification Agreement between the Company and individual officers (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed with the SEC on October 24, 2013).

 

 

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Exhibit 99.1

 

PURE Bioscience Announces Restructuring of Its Finance Department 

SAN DIEGO, CA (July 31, 2015) – PURE Bioscience, Inc. (), creator of the patented silver dihydrogen citrate (SDC) antimicrobial, today announced the resignation of Peter C. Wulff as its Chief Financial Officer and Chief Operating Officer.  Wulff informed the Company that he has accepted a new assignment as CFO for a venture-backed medical device company.

With Wulff’s departure, Mark Elliott,  PURE’s Controller, has been promoted and will play a new leadership role in PURE's Finance department as the Company’s Vice President, Finance and will serve as the Company’s principal financial and accounting officer. Elliott joined PURE in 2004 and has been responsible for managing all accounting and regulatory reporting activities since May 2006.  He has also been responsible for establishing all current financial and reporting systems. Prior to joining PURE, Elliott worked in government accounting. He earned a Bachelor of Science, Business Administration-Accountancy at California State University-San Marcos.

In tendering his resignation, Wulff said, “It was a difficult decision to leave PURE at this time. I believe PURE is well positioned to see its best days ahead in accelerating traction for PURE Hard Surface®  disinfectant and gaining regulatory approval for use of SDC in direct food contact.”

"Peter has been a valued member of our management team and played an instrumental role in our progress over the past two years. On behalf of myself and the Board, I thank him for his leadership and service," said Hank R. Lambert, PURE's Chief Executive Officer. "We wish Peter the best in his next endeavor, and are focused on ensuring a smooth transition for our Finance function. We are very fortunate to have a person of Mark Elliott’s stature and experience to step into the Finance leadership role.”

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About PURE Bioscience, Inc.

PURE Bioscience, Inc. is focused on developing and commercializing our proprietary antimicrobial products primarily in the food safety arena -- providing solutions to the health and environmental challenges of pathogen and hygienic control. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. As a platform technology, SDC is distinguished from existing products in the marketplace because of its superior efficacy, reduced toxicity and the inability of bacteria to form a resistance to it. PURE is headquartered in El Cajon, California (San Diego metropolitan area). Additional information on PURE is available at http://www.purebio.com/

 

Forward-looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s cash position and liquidity requirements; the Company’s failure to implement or otherwise achieve the benefits of its proposed business initiatives and plans; acceptance of the Company's current and future products and services in the marketplace, including acceptance of the Company’s PURE Hard Surface disinfectant by SUBWAY® franchisees; and the ability to convert successful evaluations into customer orders; the ability of the Company to develop effective new products and receive required regulatory approvals for such products, including the required data and regulatory approvals required to use its SDC-based technology as a direct food contact processing aid; competitive factors; dependence upon third-party vendors, including to manufacture its products; and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission, including Forms 10-Q and 10-K. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. 

 

Contacts:
Hank Lambert, CEO		Terri MacInnis, VP of IR		Tom Hemingway
PURE Bioscience, Inc.		Bibicoff + MacInnis, Inc.		Redwood Investment Group
619-596-8600 ext.103		818-379-8500		714-978-4425
[e-mail]		[e-mail]		[e-mail]

 

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