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): October 27, 2017
PURE BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-14468 | 33-0530289 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
1725 Gillespie Way | ||
El Cajon, California | 92020 | |
(Address of principal executive offices) | (Zip Code) |
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):
[ ] | 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)) |
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. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 27, 2017, the Board of Directors (the “Board”) of Pure Bioscience, Inc. (the “Company”) authorized and appointed Elisabeth Hagen, M.D., as a member of the Board. The Company issued a press release announcing the appointment of Dr. Hagen, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
Dr. Hagen’s wide-ranging food safety experience includes service as the USDA’s Chief Medical Officer where one of her primary focuses sought ways to reduce foodborne illness. As USDA Under Secretary for Food Safety she oversaw Food Safety and Inspection Service (FSIS) policies and programs. Today, Dr. Hagen’s consulting work advises a range of companies on food safety strategy, food trends, regulatory issues and crisis management. She serves as Food Safety Advisory Board Member for Chipotle Mexican Grill, Animal Welfare Advisory Board Member for Tyson Foods, and Advisory Board Member, Food Safety, at Yum Brands.
As a director, Dr. Hagen will participate in the Company’s non-employee director compensation program. Under this program, Dr. Hagen will receive an annual cash retainer of $60,000 for service on the Board. The annual cash retainers are payable in four equal installments on a quarterly basis, and on a pro-rata basis for service during any portion of a quarter. Additionally, Dr. Hagen will receive an initial grant of 150,000 restricted stock units and 200,000 nonstatutory stock options, which vest fifty percent (50%) on the date of the 2018 annual meeting of stockholders and fifty percent (50%) on the date of the 2019 annual meeting of stockholders.
There are no family relationships between Dr. Hagen and any of the Company’s directors or executive officers and Dr. Hagen does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings by which Dr. Hagen was named a director.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release, issued by the Company on November 2, 2017. |
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: November 2, 2017 | By: | /s/ Henry R. Lambert |
Henry R. Lambert | ||
Chief Executive Officer |
PURE Bioscience Expands Board of Directors with Appointment of Elisabeth Hagen, M.D., Food Safety Consultant
SAN DIEGO (Nov. 2, 2017) – PURE Bioscience, Inc. (OTCQB: PURE), creator of the patented non-toxic silver dihydrogen citrate (SDC) antimicrobial, today announced that it has named Elisabeth Hagen, M.D., former USDA Under Secretary for Food Safety and currently a leading food safety consultant, to its Board of Directors. Dr. Hagen joins as an independent director, expanding the six-person Board to seven members.
Dr. Hagen’s wide-ranging food safety experience includes service as the USDA’s Chief Medical Officer where one of her primary focuses sought ways to reduce foodborne illness. As USDA Under Secretary for Food Safety she oversaw Food Safety and Inspection Service (FSIS) policies and programs. Today, Dr. Hagen’s consulting work advises a range of companies on food safety strategy, food trends, regulatory issues and crisis management. She serves as Food Safety Advisory Board Member for Chipotle Mexican Grill, Animal Welfare Advisory Board Member for Tyson Foods, and Advisory Board Member, Food Safety, at Yum Brands.
Dr. Hagen said, “I’m truly excited about the prospect of working with PURE and it’s Board to help bring more effective food safety solutions to the forefront. My career has been spent seeking solutions and innovative approaches to protect people from the devastating consequences of foodborne illness and that mission aligns perfectly with PURE’s goal to make food safer with SDC.”
Hank R. Lambert, CEO of PURE added, “Elisabeth’s unique background is the ideal combination of medical science, government and real-world experience about the irreparable harm foodborne illness can cause. She has successfully implemented new initiatives and brought forth new policies to enhance consumer protection. The Board welcomes Elisabeth’s contributions and looks forward to the benefit of her deep insights, broad experience and invaluable public and private sector relationships.”
Dr. Hagen holds an M.D. from Harvard Medical School and a bachelor’s degree from Saint Joseph’s University. She is specialty trained in internal medicine and infectious diseases.
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 it mitigates bacterial resistance. PURE is headquartered in El Cajon, California (San Diego metropolitan area). Additional information on PURE is available at 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 any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, 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 the Company’s ability to convert successful evaluations and tests for PURE Control into customer orders and customers continuing to place product orders as expected and to expand their use of the Company’s products; 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 in raw meat processing and to expand its use in OLR poultry processing; competitive factors, including customer acceptance of the Company’s SDC-based products that are typically more expensive than existing treatment chemicals; 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 (the SEC), including its Form 10-K for the fiscal year ended July 31, 2017. 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 | ||
hlambert@purebio.com | terri@bibimac.com | tomh@redwoodfin.com |
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