Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 17, 2006
Date of Report (Date of earliest event reported):
PURE BIOSCIENCE
(Exact name of registrant as specified in charter)
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California (State or other jurisdiction of incorporation) |
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33-0530289 (IRS Employer Identification No.) |
1725 Gillespie Way, El Cajon, California 92020
(Address of principal executive offices)
(619) 586 8600
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:
[ ] 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))
Item 3.02 Unregistered Sales of Equity Securities.
On January 6, 2006, the Company sold 500,000 shares of unregistered common stock to an unaffiliated, accredited investor at $0.75 per share. Then on February 17, 2006, the Company closed the sale of 500,000 shares to Michael Sitton, a director of the Company, at $0.90 per share. The aggregate of shares sold represent approximately 5.7% of the prior outstanding shares.
With respect to the unregistered sales made, the Company relied on Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The securities were offered to sophisticated investors who were provided all of the current public information available on the Company.
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, thereunto duly authorized.
Dated: February 22, 2006
PURE BIOSCIENCE
/s/ MICHAEL L. KRALL
Michael L. Krall, Chief
Executive Officer