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PURE > SEC Filings for PURE > Form 8-K on 15-Oct-2013All Recent SEC Filings

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Form 8-K for PURE BIOSCIENCE, INC.


15-Oct-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Sec


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 14, 2013, PURE Bioscience, Inc. (the "Company") completed a private placement pursuant to which it sold 2,341,270 shares of its common stock. The shares were sold at a per share purchase price of $0.75 per share, resulting in approximately $1.76 million in aggregate proceeds to the Company.

The shares were sold pursuant to a Subscription Agreement under which the Company granted certain registration rights. The Company agreed to file a registration statement covering the resale of the shares of common stock sold in this financing within sixty (60) days of the closing date.

The shares of common stock 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 from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 thereunder as a transaction not involving any public offering and exemptions under applicable state securities laws. Each purchaser of the common stock represented to us that it is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, and that it was receiving the securities for investment for its own account and without a view to distribute them.

The foregoing descriptions of the Subscription Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Subscription Agreement. A copy of the form of the Subscription Agreement is attached hereto as Exhibit 10.1 and is 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

The following exhibit is furnished with this report:

Exhibit No. Exhibit Description

10.1 Form of Subscription Agreement, dated October 14, 2013.


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