SCHEDULE
13D
CUSIP
No.
74621T209
1
|
NAME
OF REPORTING PERSON
|
|
|
|
PLUM
INVESTMENTS, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ] (b) [ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
20,799,999
(1)
|
8
|
SHARED
VOTING POWER
20,799,999
(1)
|
9
|
SOLE
DISPOSITIVE POWER
|
|
20,799,999
(1)
|
10
|
SHARED
DISPOSITIVE POWER
|
|
20,799,999
(1)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,799,999
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 29.7%
(2)
|
14
|
TYPE
OF REPORTING PERSON PN
|
|
(1)
|
Consists
of (i) 18,666,666 shares of the common stock, par value $0.01 per share (“
Common
Stock
”) of Pure Bioscience, Inc. (the “
Company
”)
held by Plum Investments, L.P. (“
Plum Investments
”) and (ii)
2,133,333 shares of Common Stock issuable upon exercise of a warrant (the “
Warrant
)
held by Plum Investments. Tom Y. Lee, the general partner and sole limited partner of
Plum Investments, may be deemed to have sole power to vote these shares.
|
|
|
|
|
(2)
|
The
percentage calculation is based on a total of 70,115,194 shares of Common Stock outstanding,
which amount consists of (i) 67,981,861 shares of Common Stock issued and outstanding
as of December 12, 2017 and (ii) 2,133,333 shares issuable upon exercise of the Warrant.
|
CUSIP
No.
74621T209
1
|
NAME
OF REPORTING PERSON
|
|
TOM
Y. LEE
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ] (b) [ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
25,462,489
(1)
|
8
|
SHARED
VOTING POWER
See
response to row 7.
|
9
|
SOLE
DISPOSITIVE POWER
|
|
25,462,489
(1)
|
10
|
SHARED
DISPOSITIVE POWER
|
|
See
response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,180,154
(2)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.1%
(3)
|
14
|
TYPE
OF REPORTING PERSON IN
|
|
(1)
|
Consists
of (i) 18,666,666 shares of Common Stock held by Plum Investments, (ii) 2,133,333 shares of Common Stock issuable upon exercise
of the Warrant held by Plum Investments, (iii) 4,287,490 shares held directly by Mr. Lee, (iv) 300,000 shares of Common Stock
issuable upon exercise of options held by Mr. Lee that are exercisable within 60 days of December 29, 2017 and (v) 75,000
shares of Common Stock issuable upon vesting and settlement of restricted stock units held by Mr. Lee that are issuable within
60 days of December 29, 2017. Tom Y. Lee, the general partner and sole limited partner of Plum Investments may be deemed to
have sole power to vote the shares enumerated in (i) and (ii) above.
|
|
|
|
|
(2)
|
Besides
the shares listed above in footnote (1), also consists of 717,665 shares of Common Stock held by Chang Hwa-Lee, Mr. Lee’s
spouse.
|
|
|
|
|
(3)
|
The
percentage calculation is based on a total of 70,490,194 shares of Common Stock outstanding, which amount consists of (i)
67,981,861 shares of Common Stock issued and outstanding as of December 12, 2017, (ii) 2,133,333 shares of Common Stock issuable
upon exercise of the Warrant held by Plum Investments, (iii) 300,000 shares of Common Stock issuable upon exercise of options
held by Mr. Lee that are exercisable within 60 days of December 29, 2017 and (iv) 75,000 shares of Common Stock issuable upon
vesting and settlement of restricted stock units held by Mr. Lee that are issuable within 60 days of December 29, 2017.
|
CUSIP
No.
74621T209
1
|
NAME
OF REPORTING PERSON
|
|
CHANG
HWA-LEE
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ] (b) [ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
717,665
(1)
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
|
|
717,665
(1)
|
10
|
SHARED
DISPOSITIVE POWER
|
|
See
response to row 9.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,180,154
(2)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.1%
(3)
|
14
|
TYPE
OF REPORTING PERSON IN
|
|
(1)
|
Consists
of 717,665 shares of Common Stock held by Mrs. Hwa-Lee.
|
|
|
|
|
(2)
|
Besides
the shares listed above in footnote (1), also consists of (i) 18,666,666 shares of Common Stock held by Plum Investments,
(ii) 2,133,333 shares of Common Stock issuable upon exercise of the Warrant held by Plum Investments, (iii) 4,287,490 shares
held directly by Mr. Lee, (iv) 300,000 shares of Common Stock issuable upon exercise of options held by Mr. Lee that are exercisable
within 60 days of December 29, 2017 and (vi) 75,000 shares of Common Stock issuable upon vesting and settlement of restricted
stock units held by Mr. Lee that are issuable within 60 days of December 29, 2017. Tom Y. Lee, the general partner and sole
limited partner of Plum may be deemed to have sole power to vote the shares enumerated in (i) and (ii) above.
|
|
|
|
|
(3)
|
The
percentage calculation is based on a total of 70,490,194 shares of Common Stock outstanding, which amount consists of (i)
67,981,861 shares of Common Stock issued and outstanding as of December 12, 2017, (ii) 2,133,333 shares of Common Stock issuable
upon exercise of the Warrant held by Plum Investments, (iii) 300,000 shares of Common Stock issuable upon exercise of options
held by Mr. Lee that are exercisable within 60 days of December 29, 2017 and (iv) 75,000 shares of Common Stock issuable upon
vesting and settlement of restricted stock units held by Mr. Lee that are issuable within 60 days of December 29, 2017.
|
ITEM
1.
|
SECURITY
AND ISSUER.
|
|
(a)
|
The
class of equity securities to which this statement relates is the Common Stock of the Company.
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|
|
|
|
(b)
|
The
Company’s principal executive offices are located at 1725 Gillespie Way, El Cajon, California 92020.
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ITEM
2.
|
IDENTITY
AND BACKGROUND.
|
(a)
This Schedule is filed by Plum Investments, L.P., Tom Y. Lee and Chang Hwa-Lee. The foregoing entity and individuals are
collectively referred to as the “
Reporting Persons
.”
(b)
The address for each of the Reporting Persons is:
c/o
Plum Investments, L.P.
1807
San Gabriel Blvd.
San
Gabriel, CA 91776
(c)
Mr. Lee is a director of the Company and is the general partner and sole limited partner of Plum Investments. Mrs. Hwa-Lee is
an investor and holder of shares of the Company’s Common Stock.
The
principal business address of each of the Reporting Persons is:
c/o
Plum Investments, L.P.
1807
San Gabriel Blvd.
San
Gabriel, CA 91776
(d)
During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
See Row 6 of cover page for each Reporting Person.
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
Pursuant
to the Securities Transfer Agreement (as defined below), on December 29, 2017 (the “
Closing
”) Plum Investments
purchased (i) 18,666,666 shares of Common Stock and (ii) a Warrant to purchase of 2,133,333 shares of Common Stock (the “
Warrant
”),
for aggregate cash consideration of $8,399,999.70.
Mr.
Lee’s individual holdings resulted from equity compensation grants made to him in his capacity as a director of the Company
and from private placements, respectively.
ITEM
4.
|
PURPOSE
OF TRANSACTION.
|
Securities
Transfer Agreement
On
December 29, 2017, Plum Investments and Franchise Brands entered into a Securities Transfer Agreement (the “
Securities
Transfer Agreement
”), pursuant to which Franchise Brands transferred and sold and Plum Investments purchased (i)
18,666,666 shares of the Company’s Common Stock and (ii) the Warrant to purchase 2,133,333 shares of the Company’s
Common Stock, for an aggregate purchase price of $8,399,999.70.
General
The
Reporting Persons acquired the securities described in this Schedule for investment purposes and they intend to review their investments
in the Company on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’
review of numerous factors, including, but not limited to: an ongoing evaluation of the Company’s business, financial condition,
operations and prospects; price levels of the Company’s securities; general market, industry and economic conditions; the
relative attractiveness of alternative business and investment opportunities; and other future developments.
The
Reporting Persons may, at any time and from time to time, acquire additional securities of the Company, or retain or sell all
or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting
Persons in discussions with management, the Board, shareholders of the Company and other relevant parties, may encourage such
persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses;
changes to the capitalization or dividend policy of the Company; or other material changes to the Company’s business or
corporate structure, including changes in management or the composition of the Board.
Other
than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in,
any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting
Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER.
|
(a)-(b)
The
following sets forth, as of the date of this Statement, the aggregate number of shares of Common Stock and percentage of Common
Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting
Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof.
Reporting Person
|
|
Amount
beneficially
owned
|
|
Percent
of class
|
|
Sole
power to
vote or
to direct
the vote
|
|
Shared
power to
vote or to
direct the
vote
|
|
Sole
power to
dispose or
to direct
the
disposition
|
|
Shared
power to
dispose or
to direct
the
disposition
|
Plum Investments
|
|
|
20,799,999
|
|
|
|
29.7
|
%(1)
|
|
|
20,799,999
|
|
|
|
20,799,999
|
|
|
|
20,799,999
|
|
|
|
20,799,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tom Y. Lee
|
|
|
26,180,154
|
|
|
|
37.1
|
%(2)
|
|
|
25,462,489
|
|
|
|
0
|
|
|
|
25,462,489
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chang Hwa-Lee
|
|
|
26,180,154
|
|
|
|
37.1
|
%(2)
|
|
|
717,665
|
|
|
|
0
|
|
|
|
717,665
|
|
|
|
0
|
|
|
(1)
|
The
percentage calculation is based on a total of 70,115,194 shares of Common Stock outstanding, which amount consists of (i)
67,981,861 shares of Common Stock issued and outstanding as of December 12, 2017 and (ii) 2,133,333 shares issuable upon exercise
of the Warrant held by Plum Investments.
|
|
|
|
|
(2)
|
The
percentage calculation is based on a total of 70,490,194 shares of Common Stock outstanding, which amount consists of (i)
67,981,861 shares of Common Stock issued and outstanding as of December 12, 2017, (ii) 2,133,333 shares of Common Stock issuable
upon exercise of the Warrant held by Plum Investments, (iii) 300,000 shares of Common Stock issuable upon exercise of options
held by Mr. Lee that are exercisable within 60 days of December 29, 2017 and (iv) 75,000 shares of Common Stock issuable upon
vesting and settlement of restricted stock units held by Mr. Lee that are issuable within 60 days of December 29, 2017.
|
The
securities reported herein consist of (i) 18,666,666 shares of Common Stock, (ii) 2,133,333 shares of Common Stock issuable upon
exercise of the Warrant held by Plum Investments, (iii) 4,287,490 shares held directly by Mr. Lee, (iv) 717,665 shares held directly
by Mrs. Hwa-Lee, (v) 300,000 shares of Common Stock issuable upon exercise of options held by Mr. Lee that are exercisable within
60 days of December 29, 2017 and (vi) 75,000 shares of Common Stock issuable upon vesting and settlement of restricted stock units
held by Mr. Lee that are issuable within 60 days of December 29, 2017. Mr. Lee, the general partner and sole limited partner of
Plum may be deemed to have sole power to vote the shares enumerated in (i) and (ii) above.
(c)
Except as set forth in Item 4 above, the Reporting Persons have not effected any transaction in the Common Stock during the
past 60 days.
(d)
Except as set forth in Item 4 above, no person is known to have the right to receive dividends from, or the proceeds from,
the sale of shares identified pursuant to Item 1.
(e)
Not applicable.
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
The
information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein
by reference. The Securities Transfer Agreement described above includes a grant of a proxy by Franchise Brands to the Company
with respect to matters to be decided at the Company’s 2018 Annual Meeting of Stockholders. Additionally, Franchise Brands,
Plum Investments and/or Mr. Lee are parties to (i) a certain Pledge Agreement, pursuant to which Plum Investments has pledged
the securities purchased pursuant to the Securities Transfer Agreement to secure certain payment obligations of Plum Investments
under the Securities Transfer Agreement and (ii) a Guaranty by Mr. Lee, to provide additional security for the payment obligations
of Plum Investments under the Securities Transfer Agreement. Other than as described herein, to the best of the knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between each Reporting
Person and any person, with respect to the securities of the Company, including, but not limited to, transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency
the occurrence of which would give another person voting power or investment power over such securities other than standard default
and similar provisions contained in loan agreements.
ITEM
7.
|
MATERIAL
TO BE FILED AS EXHIBITS.
|
Exhibit
|
|
Description
|
|
|
|
A
|
|
Securities Transfer Agreement, dated December 29, 2017, by and between Plum Investments, L.P. and Franchise Brands, LLC.
|
|
|
|
B
|
|
Pledge Agreement,
dated December 29, 2017, by and between Plum Investments, L.P. and Franchise Brands, LLC.
|
|
|
|
C
|
|
Guaranty of Tom Y. Lee, dated December 29, 2017, given in favor of Franchise Brands, LLC.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
December 29, 2017
|
PLUM
INVESTMENTS, L.P.
|
|
|
|
|
By:
|
/s/
Tom Y. Lee
|
|
Name:
|
Tom
Y. Lee
|
|
Title:
|
General
Partner
|
|
|
|
|
|
|
|
Tom Y. Lee
|
|
|
|
|
By:
|
/s/
Tom Y. Lee
|
|
|
|
|
|
|
|
Chang
Hwa-Lee
|
|
|
|
|
By:
|
/s/
Chang Hwa-Lee
|
EXHIBIT
INDEX
Exhibit
|
|
Description
|
|
|
|
A
|
|
Securities Transfer Agreement, dated December 29, 2017, by and between Plum Investments, L.P. and Franchise Brands, LLC.
|
|
|
|
B
|
|
Pledge Agreement,
dated December 29, 2017, by and between Plum Investments, L.P. and Franchise Brands, LLC.
|
|
|
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C
|
|
Guaranty of Tom Y. Lee, dated December 29, 2017, given in favor of Franchise Brands, LLC.
|