8-K 1 pmbs_8k.htm CURRENT REPORT pmbs_8k.htm
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 17, 2012

PURAMED BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)

Minnesota
  
000-52771
  
20-5510104
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

1326 Schofield Avenue
Schofield, WI 54476
(Address of principal executive offices)

(715) 359-6373
Registrant’s telephone number, including area code

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Item 1.01  Entry into a Material Definitive Agreement.

On July 11, 2012, Puramed Bioscience Inc. (the “Company”) entered into a security agreement (the “Security Agreement”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), related to a $350,000 promissory note issued by the Company in favor of TCA (the “Note”).  The Security Agreement grants to TCA a continuing, first priority security until such time as the note is repaid.

The above description of the Security Agreement and Note does not purport to be complete and is qualified in its entirety by the full text of the document itself.  See Item 2.03 herein, which is incorporated by reference in this Item 1.01.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
Promissory Note
 
On July 11, 2012, the Company issued the Note in favor of TCA.  The maturity date of the Note is January 10, 2013 (the “Maturity Date”), and the Note bears interest at a rate of twelve percent (12%) per annum. At any time prior to the Maturity Date, the Company has the option to pre-pay the Note, in full or in part, without penalty.

In addition, the Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of our securities underlying the Note pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder.  The transaction does not involve a public offering, TCA is an “accredited investor” and/or qualified institutional buyer and TCA has access to information about us and its investment.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.
  
Description
     
 
Promissory Note, dated June 29, 2012, issued by Puramed Bioscience Inc. in favor of TCA Global Credit Master Fund LP *
     
 
Security Agreement, dated June 29,, 2012, by and between Puramed Bioscience Inc. and TCA Global Credit Master Fund LP *

* filed herewith
 
 
2
 
 
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.

 
PURAMED BIOSCIENCE INC.
  
       
Date: July 17, 2012
By:
/s/ Russell W. Mitchell
  
   
Name: Russell W. Mitchell
  
   
Title: Chief Executive Officer
  

 
3