Puramed Bioscience Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-10-10: Form 8-K; Period of report 2014-10-07; Description 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 3.03.
- 2014-08-26: Form 8-K; Period of report 2014-08-22; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.03.
- 2014-07-11: Form 8-K; Period of report 2014-07-07; Description 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.02.
- 2014-06-02: Form 8-K; Period of report 2014-05-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-10-10 | 8-K | 2014-10-07 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 3.03 is hereby incorporated by reference. 5.03 is hereby incorporated by reference. | pmbs_8k.htm |
| 2014-08-26 | 8-K | 2014-08-22 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On August 22, 2014, PuraMed Bioscience, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) for the purpose of (i) authorizing the change in domicile from Minnesota to Nevada (the “Domicile Change”) and (ii) authorizing a 1-for-40 reverse stock split (the “Reverse Split”). 5.07 On August 22, 2014, the Domicile Change and Reverse Split were approved at the Special Meeting. | pmbs_8k.htm |
| 2014-07-11 | 8-K | 2014-07-07 | 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 The Board of Directors of PuraMed Bioscience, Inc. (the “Company”) by unanimous written consent in lieu of a special meeting approved, in connection with the designation of Series A Preferred Stock and Series B Preferred Stock on the terms and conditions approved by the Board of Directors, the issuance of (the “Issuance”) (i) 51 shares of Series A Preferred Stock (as defined below) and 4,000,000 shares of Series B Preferred Stock to Russell Mitchell, the Company’s Chief Executive Officer, in consideration of the cancellation of 400,000,000 shares of the Company’s common stock (the “Common Stock”); and (ii) 250,000 shares of Series B Preferred Stock to each of two investors, in consideration of the cancellation of 25,000,000 shares each of the Company’s Common Stock. 3.03 On July 7, 2014, the Company amended its certificate of incorporation by filing certificates of designation with Secretary of State of Minnesota, which designate two series of preferred stock, Series A Preferred Stock (“Series A Preferred Stock”) and Series B Preferred Stock (“Series B Preferred Stock”), pursuant to which the Company set forth the respective designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock and the Series B Preferred Stock. 5.03 On July 7, 2014, the Company amended its certificate of incorporation by filing certificates of designation with Secretary of State of Minnesota that designate two series of preferred stock, Series A Preferred Stock and Series B Preferred Stock. | pmbs_8k.htm |
| 2014-06-02 | 8-K | 2014-05-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective May 27, 2014, James Higgins resigned as a member of the Board of Directors (the “Board”) and as Chief Operating Officer of PuraMed Bioscience, Inc. (the “Company”). | pmbs_8k.htm |
| 2014-05-12 | 8-K | 2014-05-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 2.03. 3.02 The disclosure provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 3.02. | pmbs_8k.htm |
| 2014-04-30 | 8-K | 2014-04-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 2.03. | pmbs_8k.htm |
| 2014-04-22 | 8-K | 2013-04-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On April 18, 2014, PuraMed Bioscience, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) for the purpose of authorizing the amendment of the Company’s Articles of Incorporation to increase the authorized shares of common stock of the Company, par value $0.001, from 1,000,000,000 to 4,000,000,000 (the “Authorized Share Increase”) and to authorize 100,000,000 shares of preferred stock, par value $0.001 per share, which the board of directors has the authority to issue in one or more series, with such rights, preferences and designations as it deems necessary or advisable without any additional action by the Company's shareholders (the “Preferred Stock Authorization”). 5.07 On April 18, 2014, the Authorized Share Increase was approved at the Special Meeting. | pbms_8k.htm |
| 2014-03-19 | 8-K | 2014-03-14 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.02 On February 18, 2014, the Board of Directors of PuraMed Bioscience, Inc. (the “Company”) by unanimous written consent in lieu of a special meeting approved the issuance of (the “Issuance”): (i) 400,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to Russell Mitchell, the Company’s Chief Executive Officer, in consideration of the cancellation of $160,000 of unpaid back salary owed to Mr. Mitchell and (ii) 50,000,000 shares of Common Stock to Envision Marketing, Inc. (“Envision”), in consideration of the cancellation of $20,000 of payments owed to Envision by the Company for marketing services performed by Envision. 5.02 Reference is made to the disclosure set forth under Item 3.02 of this report, which disclosure is incorporated herein by reference. | pmbs_8k.htm |
| 2013-07-16 | 8-K | 2013-07-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated here by reference. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated here by reference. | pmbs_8k.htm |
| 2013-05-31 | 8-K | 2013-05-28 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On May 28, 2013, PuraMed Bioscience, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) for the purpose of authorizing the amendment of the Company’s Articles of Incorporation to increase the authorized shares of common stock of the Company, par value $0.001 from 50,000,000 to 1,000,000,000 (the “Authorized Share Increase”). 5.07 On May 28, 2013, the Authorized Share Increase was approved at the Special Meeting. | pmbs_8k.htm |
| 2013-05-23 | 8-K | 2013-05-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) Effective Friday, May 17, 2013, Ms. Sue Baacke has resigned from her position as Chief Financial Officer (CFO) of PuraMed BioScience, Inc (the “Company”). | pmbs_8k.htm |
| 2012-10-31 | 8-K | 2012-10-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On October 29, 2012 (the "Agreement Date"), Puramed Bioscience, Inc., a Minnesota corporation (the "Company") entered into a Consulting Agreement (the "Agreement") with Mr. Richard Berman (the Consultant”) whose principal place of business is in New York, NY pursuant to which, in exchange for $50,000 in cash and 2,400,000 shares of the Company’s restricted common stock has agreed to act as a Financial Consultant for the company and lend his considerable experience and industry contacts in the areas of Investment Capital Acquisition, Investor Relations, Public Relations and Financial Strategy for a term of three years beginning on the Agreement Date. 3.02 On October 31, 2012, the Company issued at total of 2,400,000 shares of common stock to Mr. Richard Berman in consideration for his services as the Companies Financial Consultant over the next thirty-six (36) months. | pmbs_8k.htm |
| 2012-09-28 | 8-K | 2012-09-24 | 2.06 Material Impairments; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 2.06 The disclosure below under Item 4.02(a) is incorporated herein by reference. 4.02 On September 24, 2012, upon management’s recommendation to the Board of Directors (the “Board”) of PuraMed BioScience, Inc. (the “Company”), the Board determined that the Company’s financial statements for (i) the year ended June 30, 2011, (ii) the three months ended September 30, 2011, (iii) the three and six months ended December 31, 2011, and (iv) the three and nine months ended March 31, 2012, should no longer be relied upon as a result of accounting related to conversion features embedded within certain short-term convertible notes. | pmbs_8k.htm |
| 2012-09-25 | 8-K | 2012-09-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On September 7, 2012 (the “Issue Date”), Puramed Bioscience, Inc., a Minnesota corporation (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Tonaquint, Inc., a Utah corporation (“Purchaser”) pursuant to which, in exchange for $150,000 cash, the Company issued to the Purchaser a convertible promissory note in the principal aggregate amount of $172,500 (the “Note”) and a common stock purchase warrant (the “Warrant”). 2.03 The Note is in the principal amount of one hundred seventy two thousand five hundred dollars ($172,500) and matures on September 7, 2013 (the “Maturity Date”). 3.02 Simultaneous with the issuance of the Note, the Company issued a warrant to purchase that certain amount of common stock of the Company equal to $129,375 divided by the Market Price (as defined in the Note). | pmbs_8k.htm |
| 2012-07-18 | 8-K | 2012-07-17 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On July 11, 2012, the Company issued the Note in favor of TCA. | pmbs_8k.htm |
| 2012-07-18 | 8-K | 2012-07-17 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 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 under the Equity Agreement pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. | pmbs_8k.htm |
| 2012-07-13 | 8-K | 2012-07-11 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 The Board of Directors (the “Directors”) of PuraMed BioScience®, Inc (the “Company”) have completed a competitive review process regarding the Company’s independent registered public accounting firm for fiscal year ending June 30, 2012. | pmbs_8k.htm |
| 2012-02-24 | 8-K | 2012-02-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective February 22, 2012, the board of directors of PuraMed BioScience®, Inc (the “company”) has made compensation determinations with respect to the Company’s named executive officers. | pmbx_8k.htm |
| 2012-01-10 | 8-K | 2012-01-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective January 09, 2012, the board of directors of PuraMed BioScience, Inc (the “company”) appointed Sue Baacke as the new Chief Financial Officer of the Company replacing James Higgins who maintains his role as the Company’s Chief Operating Officer. | pmbs_8k.htm |
| 2010-05-28 | 8-K | 2010-05-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 24, 2010, PuraMed BioScience, Inc. signed a $5 million purchase agreement with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability company. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | pmbs_8k.htm |
| 2010-04-16 | 8-K | 2010-04-15 | 1.02 Termination of a Material Definitive Agreement | 1.02 On April 9, 2010, the Private Equity Credit Agreement (the “Equity Credit Agreement”) and the Registration Rights Agreement (the “Registration Rights Agreement,” and together with the Equity Credit Agreement, the “Transaction Agreements”), in each case, between PuraMed BioScience, Inc, (the “Company”) and Southridge Partners II, LP (the “Investor”) were mutually terminated by the Company and the Investor. | pmbs_8k.htm |
| 2010-02-08 | 8-K | 2010-02-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On February 2, 2010, we entered into a Private Equity Credit Agreement (the “Equity Credit Agreement”) with Southridge Partners II, LP (the “Investor”), a limited partnership organized and existing under the laws of the State of Delaware. 3.02 In addition, the Company is relying on an exemption from the registration requirements of the Act for the private placement of our securities under the Equity Credit Agreement pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. | pmbs_8k.htm |
| 2009-12-01 | 8-K | 2009-11-13 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 Effective November 13, 2009, PuraMed BioScience Inc. (the “Company”) obtained $500,000 in debt financing through a private placement of a Convertible Bond sold to an accredited individual investor. | pmbs_8k.htm |
| 2009-03-17 | 8-K | 2009-03-17 | 3.02 Unregistered Sales of Equity Securities | 3.02 On March 17, 2009, PuraMed BioScience Inc. (the “Company”) completed the sale of 2,000,000 shares of common stock with total proceeds of $120,000 to an accredited investor without any general solicitations. | puramed091252_8k.htm |
| 2007-11-21 | 8-K | 2007-11-19 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | puramed074817_8k.htm |