SurePure, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-29: Form 8-K; Period of report 2017-12-29; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2017-12-21: Form 8-K; Period of report 2017-12-19; Description 8.01 Other Events; Details 8.01.
- 2017-06-02: Form 8-K; Period of report 2017-05-30; Description 8.01 Other Events; Details 8.01.
- 2017-05-24: Form 8-K; Period of report 2017-05-22; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-29 | 8-K | 2017-12-29 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, which was due on November 14, 2017. | tv482314_8k.htm |
| 2017-12-21 | 8-K | 2017-12-19 | 8.01 Other Events | 8.01 During the fourth quarter of 2016, we reported that we had received a notice from the Debt Enforcement Authority Zug (the “Authority”) on behalf of the Canton of Zug, Switzerland, relating to a possible seizure of the assets of our SPOAG subsidiary. | tv481859_8k.htm |
| 2017-06-02 | 8-K | 2017-05-30 | 8.01 Other Events | 8.01 During the fourth quarter of 2016, we reported that we had received a notice from the Debt Enforcement Authority Zug (the “Authority”) on behalf of the Canton of Zug, Switzerland, relating to a possible seizure of the assets of our SPOAG subsidiary. | v468264_8k.htm |
| 2017-05-24 | 8-K | 2017-05-22 | 8.01 Other Events | 8.01 During the fourth quarter of 2016, we reported that we had received a notice from the Debt Enforcement Authority Zug (the “Authority”) on behalf of the Canton of Zug, Switzerland, relating to a possible seizure of the assets of our SPOAG subsidiary. | v467714_8-k.htm |
| 2017-05-05 | 8-K | 2017-05-04 | 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 May 4, 2017 (the “Closing Date”), we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of April 27, 2017, with LG Capital Funding, LLC, a New York limited liability company (“LGCF”). 3.02 The information set forth under Item 1.01 of this current report on Form 8-K is incorporated herein by reference. | v466227_8k.htm |
| 2017-04-03 | 8-K | 2017-03-29 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities | 2.04 On March 29, 2017, we were advised by SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”), that SBI will begin conversion of our Promisory Note, dated February 1, 2016 and made to SBI in the original principal amount of $330,000 (the “Promissory Note”), with an initial conversion of $25,000. 3.02 Reference is made to the 691,467 shares of our Common Stock issued to SBI upon conversion of $25,000 principal amount of the Promissory Note disclosed above under Item 2.04. | v463293_8k.htm |
| 2017-01-05 | 8-K | 2016-12-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 30, 2016, we entered into separate agreements (the “Share Issuance Agreements”) with two of our executive officers and five consultants, under which Share Issuance Agreements each counterparty agreed to discharge amounts owed to them in respect of fees due, in the case the two executives, from our subsidiary SurePure Operations A.G. (“SPOAG”) AG, in the case of four of the consultants, consulting fees due from SPOAG, and in the case of the other consultant, consulting fees due from us, in each case in exchange for the issuance of shares of our Common Stock, par value $0.001 per share (“Common Stock”). | v456338_8-k.htm |
| 2016-11-21 | 8-K | 2016-11-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 17, 2016, we entered into Amendment No. 2 (“Amendment No. 2”) to Promissory Note with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”). | v453558_8-k.htm |
| 2016-11-15 | 8-K | 2016-11-10 | 8.01 Other Events | 8.01 On November 10, 2016, we received a notice from the Debt Enforcement Authority Zug (the “Authority”) on behalf of the Canton of Zug Switzerland stating that upon the request of the Canton of Zug, Switzerland, seizure of assets will be made for the claim specified in the notice. | v453178_8k.htm |
| 2016-08-25 | 8-K | 2016-08-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 22, 2016, we entered into separate agreements (the “Share Issuance Agreements”) with two of our executive officers and two consultants, under which Share Issuance Agreements each counterparty agreed to discharge amounts owed to them in respect of fees due, in the case of one executive, from our subsidiaries SurePure Operations A.G. (“SPOAG”) and SurePure Marketing South Africa Pty. | v447534_8-k.htm |
| 2016-08-03 | 8-K | 2016-08-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 1, 2016, we entered into Amendment No.1 (“Amendment No. 1”) to Promissory Note with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”). | v445841_8-k.htm |
| 2016-03-03 | 8-K | 2016-03-02 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (b) On March 2, 2016, SurePure, Inc. (the “Company”) engaged RBSM, LLP (“RBSM”) as the Company’s independent registered public accountant to provide audit services for the year ended December 31, 2015. | v433398_8-k.htm |
| 2016-02-29 | 8-K | 2016-02-25 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On February 25, 2016, SurePure, Inc. (the “Company”) terminated its relationship with RSSM CPA LLP (“RSSM”) as its certifying independent accountant after RSSM advised that it was no longer qualified to certify reports of companies registered with the Securities and Exchange Commission. | v433006_8k.htm |
| 2016-02-12 | 8-K | 2016-02-11 | 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 February 11, 2016 (the “Closing Date”), we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”). 3.02 We are relying on an exemption from the registration requirements of the Securities Act for the private placement of our securities under the Purchase Agreement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. | v431499_8k.htm |
| 2016-01-14 | 8-K | 2016-01-11 | 7.01 Regulation FD Disclosure | 7.01 On January 11, 2016, SurePure, Inc. (the “Company”) issued a press release announcing the publication of an opinion by the European Food Safety Authority regarding dairy milk treated with the Company’s photo-purification technology. | v428986_8k.htm |
| 2015-11-19 | 8-K | 2015-11-16 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On November 16, 2015, we entered into separate agreements (the “November 2015 Share Issuance Agreements”) with each of Stephen Robinson, one of our directors and executive officers, ProActive Capital Resources Group LLC (“PCG”), our investor relations consultant, and Steven Miller, a former employee, under which we were discharged from approximately $364,570 of obligations in exchange for 1,892,176 shares of our Common Stock. | v425139_8k.htm |
| 2015-11-12 | 8-K | 2015-11-11 | 8.01 Other Events | 8.01 On November 11, 2015, we issued a press release regarding the sale of equipment which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | v424385_8k.htm |
| 2015-08-13 | 8-K | 2015-08-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On August 10, 2015, we and M Cubed Holdings Limited, a corporation formed under the laws of South Africa (the “Purchaser”), entered into the Share Purchase Agreement (the “Share Purchase Agreement”), under which the Purchaser agreed to purchase 1,676,000 shares of our Conversion Shares (as defined in the Share Purchase Agreement in Section 2.1), par value $0.001 per share, in exchange for the cancellation in full of loan indebtedness of ZAR 3,542,204, including interest and loan fees, due from our subsidiary, SurePure Marketing South Africa Pty Ltd (“SPMSA”). 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v418151_8k.htm |
| 2015-08-11 | 8-K | 2015-08-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 7, 2015, we entered into separate agreements (the “Share Issuance Agreements”) with two of our executive officers and one consultant, under which Share Issuance Agreements each counterparty agreed to discharge us from a portion of amounts owed to them in respect of consulting fees due from our subsidiary, SurePure Operations AG (“SPOAG”), and also, in the case of one executive, a loan obligation and consulting fees due from our subsidiary, SurePure Marketing South Africa Pty. | v417769_8k.htm |
| 2015-07-08 | 8-K | 2015-07-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 6, 2015, our indirect wholly-owned subsidiary, SurePure Marketing South Africa Pty Ltd. (“SPMSA”), entered into a loan agreement (the “SPMSA Loan Agreement”) with our president and chief executive officer, Guy Kebble, under which Mr. Kebble agreed to advance a loan amount of up to ZAR 3,000,000 to SPMSA. | v414994_8k.htm |
| 2014-09-03 | 8-K | 2014-09-02 | 8.01 Other Events | 8.01 On September 2, 2014, we repaid the outstanding amount of the debenture that we had issued to Peak One Opportunity Fund, L.P. on June 23, 2014. | v388348_8k.htm |
| 2014-07-28 | 8-K | 2014-07-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 24, 2014, we and Trinity Asset Management (Proprietary) Limited (“TAMI”), a company formed under the laws of South Africa, amended the Agreement for the Subscription of Shares (the “Agreement for Subscription”), dated as of May 20, 2014, under which TAMI had originally agreed to purchase 850,000 shares of our Common Stock, par value $0.001 per share, during the period ending July 30, 2014. | v384918_8k.htm |
| 2014-06-27 | 8-K | 2014-06-23 | 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 June 23, 2014 (the “Initial Closing Date”), we entered into a Securities Purchase Agreement (the “Agreement”) with Peak One Opportunity Fund L.P., a Delaware limited partnership (“Peak One”). 3.02 We are relying on an exemption from the registration requirements of the Securities Act for the private placement of our securities under the Purchase Agreement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. | v382467_8k.htm |
| 2014-06-26 | 8-K | 2014-06-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 24, 2014, we and Regency Capital Corporation (“Regency”), a company formed under the laws of the Turks and Caicos Islands, entered into a third amendment (the “Third Amendment”) of the Share Purchase Agreement (the “Regency Share Purchase Agreement”), dated as of November 22, 2013, as previously amended on February 13, 2014 and March 19, 2014, under which Regency currently has the right to purchase 685,000 shares of our Common Stock, par value $0.001 per share, prior to June 30, 2014. | v382466_8k.htm |
| 2014-05-22 | 8-K | 2014-05-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 20, 2014 we and Trinity Asset Management (Proprietary) Limited, a company formed under the laws of South Africa (“Trinity”), entered into the Agreement for the Subscription of Shares (the “May 2014 Trinity Subscription Agreement”). 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v379386_8k.htm |
| 2014-03-25 | 8-K | 2014-03-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 19, 2014, we and Regency Capital Corporation (“Regency”), a company formed under the laws of the Turks and Caicos Islands, entered into a second amendment of the Share Purchase Agreement (the “Regency Share Purchase Agreement”), dated as of November 22, 2013, as previously amended on February 13, 2014, under which Regency originally had agreed to purchase 170,000 shares of our Common Stock, par value $0.001 per share, originally had the right to purchase 430,000 additional shares of our Common Stock prior to January 31, 2014 and, as a result of the amendment dated as of February 13, 2014, had the right to purchase 500,000 additional shares of our Common Stock prior to March 31, 2014. | v372664_8k.htm |
| 2014-02-18 | 8-K | 2014-02-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 13, 2014, we and Regency Capital Corporation (“Regency”), a company formed under the laws of the Turks and Caicos Island, entered into an amendment of the Share Purchase Agreement (the “Regency Share Purchase Agreement”), dated as of November 22, 2013, under which Regency had agreed to purchase 170,000 shares of our Common Stock, par value $0.001 per share, and had the right to purchase 430,000 additional shares of our Common Stock prior to January 31, 2014. | v369027_8k.htm |
| 2013-12-20 | 8-K | 2013-12-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) The Registrant announced today that, effective December 20, 2013, Steven Miller, Vice President- Sales and Marketing has relinquished his executive positions with the Registrant and its subsidiaries. | v363506_8k.htm |
| 2013-11-25 | 8-K | 2013-11-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On November 22, 2013, we and Regency Capital Corporation (“Regency”), a company formed under the laws of the Turks and Caicos Islands, entered into the Share Purchase Agreement (the “November 2013 Regency Share Purchase Agreement”) under which Regency agreed to purchase 170,000 shares of our Common Stock, par value $0.001 per share, during the period ending November 30, 2013 at a cash purchase price of $1.00 per share. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v361503_8k.htm |
| 2013-11-12 | 8-K | 2013-11-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On November 7, 2013, we and Trinity Asset Management International Limited (“TAMIL”), a company formed under the laws of Mauritius, entered into an amendment of the Share Purchase Agreement (the “TAMIL Share Purchase Agreement”), dated as of September 19, 2013, under which TAMI had agreed to purchase 900,000 shares of our Common Stock, par value $0.001 per share, in specified installments during the period ending March 25, 2014 at a cash purchase price of $1.00 per share. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v360222_8k.htm |
| 2013-10-31 | 8-K | 2013-10-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On October 25, 2013, we and Regency Capital Corporation, (“Regency”), a company formed under the laws of the Turks and Caicos Islands, entered into the Share Purchase Agreement (the “Regency Share Purchase Agreement”), under which Regency agreed to purchase 600,000 shares of our Common Stock, par value $0.001 per share, during the period ending October 31, 2013 at a cash purchase price of $1.00 per share. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v358659_8k.htm |
| 2013-09-26 | 8-K | 2013-09-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On September 20, 2013, we and Trinity Asset Management International Limited (“TAMIL”), a company formed under the laws of Mauritius, entered into the Share Purchase Agreement (the “TAMIL Share Purchase Agreement”), dated as of September 19, 2013, under which TAMIL agreed to purchase 900,000 shares of our Common Stock, par value $0.001 per share, during the period ending March 25, 2014. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v355912_8k.htm |
| 2013-09-05 | 8-K | 2013-09-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 We and Regency Capital Limited (“Regency Capital”), a corporation formed under the laws of the Turks and Cacos Islands, entered into the Share Purchase Agreement (the “Regency Capital Share Purchase Agreement”), dated as of July 25, 2013, under which Regency Capital agreed to purchase 661,500 shares of our Common Stock, par value $0.001 per share, in three separate installments, one on the date of the Regency Capital Share Purchase Agreement, the second on or before August 9, 2013 and the third on or before September 13, 2013. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v354439_8k.htm |
| 2013-08-23 | 8-K | 2013-08-23 | 8.01 Other Events | 8.01 On August 23, 2013, we issued a press release announcing that we have entered into a distribution agreement covering Sub-Saharan Africa with Milk Independent (PTY) Ltd. of Stellenbosch, South Africa. | v353670_8k.htm |
| 2013-06-26 | 8-K | 2013-06-26 | 8.01 Other Events | 8.01 On June 26, 2013, we granted Trinity Asset Management (Proprietary) Limited, a company formed under the laws of South Africa (“Trinity”), a limited waiver (the “Waiver”) of our right to terminate the Share Purchase Agreement, dated May 24, 2013 (the “Share Purchase Agreement”), based on Trinity’s failure to timely perform its obligations to purchase shares of our Common Stock under the Share Purchase Agreement. | v348674_8k.htm |
| 2013-06-14 | 8-K | 2013-06-12 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On June 12, 2013, we completed the acquisition of SurePure Holding South Africa (PTY) Ltd. (“SPHSA”) and SPHSA’s wholly-owned subsidiary, SurePure Marketing South Africa (PTY) Ltd. The terms and conditions of the acquisition were set forth in the Acquisition Agreement, dated August 16, 2012 (the “Acquisition Agreement”), between our subsidiary, SurePure Investment Holding AG (“SPI”), and SPHSA. 3.02 The information contained above in Item 2.01 is hereby incorporated by reference into this Item 3.02. | v347687_8k.htm |
| 2013-06-12 | 8-K | 2013-06-12 | 8.01 Other Events | 8.01 On May 24, 2013, we and Trinity Asset Management (Proprietary) Limited, a company formed under the laws of South Africa (“Trinity”), entered into the Share Purchase Agreement (the “Share Purchase Agreement”), under which Trinity agreed to purchase 1,000,000 shares of our Common Stock, par value $0.001 per share, in three installments during the period from May 24 through June 28, 2013 each at a cash purchase price of $1.00 per share. | v347654_8k.htm |
| 2013-05-29 | 8-K | 2013-05-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 24, 2013, we and Trinity Asset Management (Proprietary) Limited, a company formed under the laws of South Africa, entered into the Share Purchase Agreement (the “Share Purchase Agreement”), dated that date, under which Trinity agreed to purchase 1,000,000 shares of our Common Stock, par value $0.001 per share, in three installments during the period from May 24 through June 28, 2013 each at a cash purchase price of $1.00 per share. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. | v346365_8k.htm |
| 2013-04-18 | 8-K | 2013-04-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 12, 2013, we and RD Active Limited agreed to extend the termination date under the Subscription Agreement, dated November 26, 2012 (the “Additional Subscription Agreement”), to May 31, 2013. | v341783_8k.htm |
| 2013-04-01 | 8-K | 2013-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (a) On March 27, 2013, Nigel Brunette notified SurePure, Inc. (“the Company”) of his resignation from the Company’s board of directors as well as his position as chairman of the board. | v340126_8-k.htm |
| 2013-03-20 | 8-K/A | 2012-12-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 On December 12, 2012, we entered into an Amended and Restated Share Exchange Agreement (the “Amended and Restated Share Exchange Agreement”) with all of the shareholders of SPI, including XOptics, that provided for the exchange of all shares of capital stock of SPI, par value CHF 0.01, for shares of our common stock, par value $.001 per share (our “Common Stock”), and for shares of our Nonvoting Convertible Preferred Stock, par value $.01 per share (the “Nonvoting Convertible Preferred Stock”), each share of which will be convertible, subject to certain terms and conditions, into one share of our Common Stock. 2.01 The transactions contemplated by the Amended and Restated Share Exchange Agreement (collectively, the “Share Exchange”) were closed on December 12, 2012. 3.02 Reference is made to the disclosures made under Item 1.01 of this Current Report in the Section “Amended and Restated Share Exchange Agreement” and under Item 2.01 of this Current Report on Form 8-K in the sections “Recent Financings and Acquisition Transactions” and “Certain Relationships and Related Transactions” above in this Report. 4.01 On December 12, 2012, our board of directors dismissed Seale & Beers CPAs (“S&B”) as our independent registered public accounting firm. 5.02 Upon the closing of the Share Exchange on December 12, 2012, Ms. Ratree Yambamrung resigned as a director of the Company and Ms. Kotchaporn Bousing resigned as a director and executive officer of the Company, and Stephen M Robinson was appointed as a director of the Company, all in satisfaction of a condition precedent to the Share Exchange. 5.03 On December 11, 2012, SurePure’s board of directors approved an amendment to its articles of incorporation increasing the number of authorized shares of preferred stock from 1,000,000 to 31,155,282 and approved the 2012 Stock Plan. 5.06 As a result of the consummation of the Share Exchange described in Item 1.01 and Item 2.01 of this Current Report on Form 8-K, we ceased to be a shell corporation, as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as of the closing date of the Share Exchange. | v338623_8ka.htm |
| 2013-01-25 | 8-K/A | 2012-12-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 On December 12, 2012, we entered into an Amended and Restated Share Exchange Agreement (the “Amended and Restated Share Exchange Agreement”) with all of the shareholders of SPI, including XOptics, that provided for the exchange of all shares of capital stock of SPI, par value CHF 0.01, for shares of our common stock, par value $.001 per share (our “Common Stock”), and for shares of our Nonvoting Convertible Preferred Stock, par value $.01 per share (the “Nonvoting Convertible Preferred Stock”), each share of which will be convertible, subject to certain terms and conditions, into one share of our Common Stock. 2.01 The transactions contemplated by the Amended and Restated Share Exchange Agreement (collectively, the “Share Exchange”) were closed on December 12, 2012. 3.02 Reference is made to the disclosures made under Item 1.01 of this Current Report in the Section “Amended and Restated Share Exchange Agreement” and under Item 2.01 of this Current Report on Form 8-K in the sections “Recent Financings and Acquisition Transactions” and “Certain Relationships and Related Transactions” above in this Report. 4.01 On December 12, 2012, our board of directors dismissed Seale & Beers CPAs (“S&B”) as our independent registered public accounting firm. 5.02 Upon the closing of the Share Exchange on December 12, 2012, Ms. Ratree Yambamrung resigned as a director of the Company and Ms. Kotchaporn Bousing resigned as a director and executive officer of the Company, and Stephen M Robinson was appointed as a director of the Company, all in satisfaction of a condition precedent to the Share Exchange. 5.03 On December 11, 2012, SurePure’s board of directors approved an amendment to its articles of incorporation increasing the number of authorized shares of preferred stock from 1,000,000 to 31,155,282 and approved the 2012 Stock Plan. 5.06 As a result of the consummation of the Share Exchange described in Item 1.01 and Item 2.01 of this Current Report on Form 8-K, we ceased to be a shell corporation, as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as of the closing date of the Share Exchange. | v332846_8k.htm |
| 2013-01-18 | 8-K | 2013-01-15 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On January 15, 2013, the Company's Articles of Incorporation were amended to increase the total number of shares of all classes of stock which the Company has authority to issue to 231,155,282, of which 200,000,000 shares will be Common Stock with a par value of $0.001 per share and 31,155,282 shares will be Preferred Stock with a par value of $0.01 per share. | v332560_8k.htm |
| 2013-01-18 | 8-K/A | 2013-01-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 6, 2013, Ratree Yabamrung resigned as a director of the Company. | v332558_8ka.htm |
| 2013-01-09 | 8-K | 2013-01-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 6, 2013, Guy Kebble and Nigel Brunette became directors of SurePure, Inc. Information describing the business experience, independence and compensation of Messrs. | v331748_8k.htm |
| 2012-12-21 | 8-K/A | 2012-12-12 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On December 12, 2012, our board of directors dismissed Seale & Beers CPAs (“S&B”) as our independent registered public accounting firm. | v330817_8ka.htm |
| 2012-12-13 | 8-K | 2012-12-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 On December 12, 2012, we entered into an Amended and Restated Share Exchange Agreement (the “Amended and Restated Share Exchange Agreement”) with all of the shareholders of SPI, including XOptics, that provides for the exchange of all shares of capital stock of SPI, par value CHF 0.01, for shares of our common stock, par value $.001 per share (our “Common Stock”), and for shares of our Nonvoting Convertible Preferred Stock (the “Nonvoting Convertible Preferred Stock”), par value $.01 per share, each share of which will be convertible, subject to certain terms and conditions, into one share of our Common Stock. 2.01 The transactions contemplated by the Amended and Restated Share Exchange Agreement (collectively, the “Share Exchange”) were closed on December 12, 2012. 3.02 Reference is made to the disclosures made under Item 1.01 of this Current Report in the Section “Amended and Restated Share Exchange Agreement” and under Item 2.01 of this Current Report on Form 8-K in the sections “Recent Financings and Acquisition Transactions” and “Certain Relationships and Related Transactions” above in this Report. 4.01 On December 12, 2012, our board of directors dismissed Seale & Beers CPAs (“S&B”) as our independent registered public accounting firm. 5.02 Upon the closing of the Share Exchange on December 12, 2012, Ms. Ratree Yambamrung resigned as a director of the Company and Ms. Kotchaporn Bousing resigned as a director and executive officer of the Company, and Stephen M Robinson was appointed as a director of the Company, all in satisfaction of a condition precedent to the Share Exchange. 5.03 On December 11, 2012, SurePure’s board of directors approved an amendment to its articles of incorporation increasing the number of authorized shares of preferred stock from 1,000,000 to 31,155,282 and approved the 2012 Stock Plan. 5.06 As a result of the consummation of the Share Exchange described in Item 1.01 and Item 2.01 of this Current Report on Form 8-K, we ceased to be a shell corporation, as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as of the closing date of the Share Exchange. | v326569_8k.htm |
| 2012-12-12 | 8-K | 2012-12-12 | 7.01 Regulation FD Disclosure | 7.01 On December 12, 2012, the Company issued a news release announcing its share exchange with SurePure Investment Holding AG. | v330230_8k.htm |
| 2011-12-16 | 8-K | 2011-12-15 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.03 Pursuant to the terms and conditions of the Exchange Agreement referenced in Item 1.01 hereof, effective August 10, 2011, the Company amended its Articles of Incorporation to change its name from SOEFL Inc. to SurePure, Inc. The Financial Industry Regulatory Authority did not process the name change until September 14, 2011. | form8kreexchangeagreementwit.htm |
| 2011-07-29 | 8-K | 2011-07-25 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On July 25, 2011, SOEFL, Inc., a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger dated July 8, 2011, by and among the Company, SurePure Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company, and SurePure Investment Holding AG, a Switzerland corporation (“SurePure”). 3.03 Effective June 10, 2011, the board of directors of the Company approved an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common stock from 75,000,000 to 750,000,000 and effecting a fifteen and two-tenths-for-one (15.2:1) forward split of the Company’s issued and outstanding shares of common stock. 5.03 Effective June 10, 2011, the Company filed with the Secretary of State of the State of Nevada, (i) a Certificate of Amendment to Articles of Incorporation, effecting amendment to its Articles of Incorporation to increase the number of authorized shares of Common Stock from 75,000,000 to 200,000,000 and (ii) and Certificate of Change effect a fifteen and two-tenths-for-one (15.2:1) forward split of the Company’s shares of common stock outstanding on such date. | form8kremergerwithsurepure07.htm |