Amended Statement of Beneficial Ownership (sc 13d/a)
29 Diciembre 2017 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2)*
PURE
BIOSCIENCE, INC.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
74621T209
(CUSIP
Number)
Rosa
Balestrino
Franchise
World Headquarters, LLC
325
Sub Way, Milford, CT 06461
(203)
877-4281
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
29, 2017
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
CUSIP
No.
74621T209
1
|
NAME OF REPORTING PERSON
FRANCHISE BRANDS, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ] (b) [ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
0
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
0%
|
14
|
TYPE
OF REPORTING PERSON
|
OO
|
This
Amendment No. 2 (this “
Amendment
”) amends and supplements the Schedule 13D, dated June 14, 2016, as
amended by Amendment No.1 to statement on Schedule 13D, dated August 23, 2016 (collectively, the “
Schedule 13D
”)
with respect to shares of the Common Stock, par value $0.01 per share (“
Common Stock
”), of PURE BIOSCIENCE,
INC., a Delaware corporation (the “
Issuer
”). This Amendment is being filed on behalf of Franchise Brands,
LLC, a Delaware limited liability company (the “
Reporting Person
”).
ITEM
4.
|
PURPOSE
OF TRANSACTION.
|
The
information in Item 4 of the Schedule 13D is hereby amended and restated as follows:
The
Reporting Person no longer beneficially owns any Common Stock. On December 29, 2017, Plum Investments, L.P. (“
Plum
Investments
”) and the Reporting Person entered into a Securities Transfer Agreement (the “
Securities
Transfer Agreement
”), pursuant to which the Reporting Person transferred and sold and Plum Investments purchased
(i) 18,666,666 shares of Common Stock and (ii) a Warrant to purchase 2,133,333 shares of Common Stock, for an aggregate purchase
price of $8,399,999.70. This is the final amendment to the Schedule 13D, and an exit filing for the Reporting Person.
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER.
|
The
information in Items 5(a), 5(b), 5(c) and 5(e) of the Schedule 13D is hereby amended and restated as follows:
(a)-(b)
As of the date hereof, and after giving effect to the Securities Transfer Agreement, the Reporting Person no longer holds
any shares of Common Stock or other securities of the Issuer.
(c)
There have been no transactions in the shares of the Common Stock during the sixty days prior to the date hereof by the Reporting
Person, other than as disclosed herein.
(e)
As of the date hereof, and after giving effect to the Securities Transfer Agreement, the Reporting Person no longer holds
any shares of Common Stock or other securities of the Issuer.
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
The
information in Item 6 of the Schedule 13D is hereby amended and restated as follows:
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
the
Reporting Person
to the Company with respect to matters to be decided at the Company’s
2018 Annual Meeting of Stockholders. Additionally,
the Reporting Person
, Plum Investments
and/or Tom Y. Lee (the general partner and sole limited partner of Plum Investments) 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 Person, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the 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.
|
The
information in Item 7 of the Schedule 13D is hereby amended and restated as follows:
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
|
FRANCHISE
BRANDS, LLC
|
|
|
|
|
By:
|
/s/
John P. Pfannenbecker
|
|
|
John
P. Pfannenbecker
|
|
|
Manager
|
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.
|
|
|
|
C
|
|
Guaranty of Tom Y. Lee, dated December 29, 2017, given in favor of Franchise Brands, LLC.
|
|
|
|
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