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Pure Bioscience, Inc. – ‘8-K’ for 1/20/21

On:  Wednesday, 1/27/21, at 4:15pm ET   ·   For:  1/20/21   ·   Accession #:  1493152-21-1896   ·   File #:  1-14468

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/27/21  Pure Bioscience, Inc.             8-K:5       1/20/21    1:39K                                    M2 Compliance LLC/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     21K 


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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): January 20, 2021

 

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.)

 

9669 Hermosa Avenue

Rancho Cucamonga, California

  91730
(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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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. [  ]

 

 

 

 C: 
 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting (the “Annual Meeting”) on January 20, 2021. Of the 87,072,963 shares of the Company’s common stock outstanding as of the record date, 53,613,132 shares, or 61.57%, were represented at the Annual Meeting either in person or by proxy.

 

A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The number of votes cast “For” and “Withheld” and “Against” and the number of “Abstentions” and “Broker Non-Votes” with respect to each matter voted upon are set forth below.

 

(1) Election of Directors. The Company’s stockholders elected each of Tom Y. Lee, CPA, Ivan Chen, Tom Myers, Kristin A. Taylor, and David M. Rendall, with the approval of 98.55%, 98.92%, 97.82%, 96.64%, and 96.64%, of the votes cast, respectively, to hold office until next year’s Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following table shows the tabulation of the votes cast For and Withheld with respect to the election of each of the director nominees as well as the Broker Non-Votes submitted for each director nominee:

 

Director  For   Withheld   Broker Non-Votes 
Tom Y. Lee, CPA   42,209,083    620,026    10,784,023 
Ivan Chen   42,366,547    462,562    10,784,023 
Tom Myers   41,894,791    934,318    10,784,023 
Kristin A. Taylor   41,390,015    1,439,094    10,784,023 
David M. Rendall   41,389,643    1,439,466    10,784,023 

 

(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A., with the approval of 99.47% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2021. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

 

For   Against   Abstentions 
 53,089,597    283,231    240,304 

 

(3) Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers, with the approval of 88.41% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:

 

For   Against   Abstentions   Broker Non-Votes 
 37,630,723    4,930,481    267,905    10,784,023 

 

(4) Amendment and Restatement of 2017 Equity Incentive Plan. The Company’s stockholders approved the amendment and restatement of the 2017 Equity Incentive Plan to increase the number of shares reserved under the plan by 5,000,000, with the approval of 84.0% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:

 

For   Against   Abstentions   Broker Non-Votes 
 35,349,633    6,728,702    750,774    10,784,023 

 

(5) Amendment to Certificate of Incorporation. The Company’s stock-holders approved an amendment to our Certificate of Incorporation to increase the authorized number of shares of Common Stock from 100,000,000 to 150,000,000 shares, with the approval of 84.57% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

 

For   Against   Abstentions 
 45,297,951    8,263,145    52,036 

 

No other items were presented for stockholder approval at the Annual Meeting.

 

 C: 
 

 

 

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: January 27, 2021 By: /s/ Tom Y. Lee
    Tom Y. Lee
    Chief Executive Officer

 

 C: 
 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
7/31/2110-K
Filed on:1/27/21
For Period end:1/20/213
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