U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~ 17December 30, 2016

SurePure, Inc.

(Exact name of Company as specified in its charter)

Nevada	000-54172	26-3550286
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

405 Lexington Avenue, 25^th Floor

New York, NY 10174

(Address of principal executive offices)

Telephone: (917) 368-8480

Facsimile: (917) 368-8005

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 1.01

Entry into a Material Definitive Agreement

On ~~November 17~~December 30, 2016, we entered into ~~Amendment No.~~separate 2agreements (the “~~Amendment~~Share ~~No.~~Issuance 2Agreements”) towith ~~Promissory~~two ~~Note~~of ~~with~~our ~~SBI~~executive ~~Investments~~officers and ~~LLC,~~five ~~2014-1~~consultants, aunder ~~statutory~~which ~~series~~Share ofIssuance ~~Delaware~~Agreements ~~limited liability~~each ~~company~~counterparty ~~(“SBI”).~~agreed ~~Under~~to ~~Amendment~~discharge ~~No.2,~~amounts weowed ~~and~~to ~~SBI~~them ~~agreed~~in ~~that~~respect of ~~(i)~~fees due, in the ~~maturity~~case ~~date~~the oftwo executives, from our ~~promissory~~subsidiary ~~note dated~~SurePure ~~February~~Operations 1,A.G. ~~2016~~(“SPOAG”) AG, in the ~~original~~case of ~~principal~~four ~~amount~~ of ~~$330~~the consultants,~~000~~ ~~made~~consulting tofees ~~SBI~~due ~~would~~from beSPOAG, ~~extended~~and ~~from~~in ~~October~~the ~~11,~~case ~~2016~~of tothe ~~January 11~~other consultant, ~~2017~~consulting ~~(the~~fees ~~“Extended~~due ~~Maturity~~from ~~Date”);~~us, in ~~(ii)~~each case in exchange for the ~~number~~issuance of shares of our Common Stock, par value $0.001 per share~~, into~~ ~~which~~(“Common ~~SBI~~Stock”). In ~~could~~each ~~convert~~case, ~~the~~shares ~~Note~~of ~~following~~our ~~the~~Common ~~occurrence~~Stock ofwere anvalued ~~event~~at of$0.12 ~~default~~per ~~under~~share ~~the~~for ~~Note~~purposes ~~(an “Event~~ of ~~Default”), including~~determining the ~~failure~~number toof ~~repay~~shares ~~the~~to ~~note~~be issued onunder ~~or before~~ the ~~Extended~~three ~~Maturity~~agreements. ~~Date~~We ~~would~~issued bean ~~based~~aggregate ~~on a conversion price that is 52.5%~~ of ~~the~~4,809,895 ~~market~~shares ~~price~~ of our ~~shares,~~Common ~~rather~~Stock ~~than~~in ~~55%;~~these ~~and~~transactions ~~(iii) the principal amount~~ to beobtain the ~~paid~~discharge toof ~~SBI~~$577,188 toof ~~discharge~~liabilities ~~the~~from ~~Note in~~our ~~full~~consolidated ~~will~~balance ~~be $390,000~~sheet.

InSpecifically, Guy ~~connection~~Kebble, ~~with~~a ~~Amendment~~member ~~No.~~of 2,our weboard ~~entered into~~of adirectors ~~fee~~and ~~letter~~our ~~agreement~~chief ~~with~~Executive ~~SBI~~Officer, ~~under~~discharged ~~which~~us wefrom ~~agreed~~$129,204 owed to ~~pay~~him ~~SBI~~by aSPOAG in ~~structuring~~respect ~~fee~~of onfees ~~the~~accrued ~~date~~and unpaid as of ~~the~~December ~~amendment~~31, 2016 in ~~the~~exchange ~~amount~~for 1,076,698 shares of our Common Stock; Stephen Robinson, a member of our board of directors and our Chief Financial Officer and a director, discharged us from $90125,~~000~~520 ~~with~~owed in respect of fees for services accrued and unpaid as of December 30, 2016 in exchange for 1,~~058~~046,~~824~~000 shares; ofChristophe ~~our~~Joveniaux, ~~Common~~a ~~Stock~~consultant to SPOAG, ~~which~~discharged ~~fee~~us isfrom ~~fully~~$157,527 ~~earned~~owed asin respect of ~~the~~fees ~~date~~accrued and unpaid as of ~~the~~December ~~letter~~30, ~~agreement~~2016, in exchange for 1,311,891 shares; and aProActive ~~loan~~Capital Resources Group LLC (“PACR”), our investor relations agent, discharged us from $16,000 ~~monitoring~~of ~~fee~~fees owed by us under an agreement, dated August 26, 2013, in ~~the~~exchange ~~amount~~for 133,333 shares. The remaining three consultants discharged us from an aggregate of $45149,~~000~~037 ~~which~~owed isin ~~due~~respect onof ~~the~~fees ~~Extended~~accrued ~~Maturity~~and ~~Date~~unpaid as of December 30, 2016, in exchange for an aggregate of 1,241,973 shares of our Common Stock.

~~All~~Under ~~other~~the Share ~~terms~~Issuance Agreements, each of these officers and ~~conditions~~consultants released us from these obligations owed as of December 30, 2016. Since we do not have sufficient working capital to pay the ~~Note~~fees to these six individuals or the fees due to PACR in cash on a current basis, we and the ~~other~~individuals ~~agreements~~and ~~between~~PACR ~~SBI~~may ~~and~~agree usin ~~remain~~the ~~unamended~~future ~~and~~to discharges of fees accruing in ~~full~~the ~~force~~future ~~and~~in ~~effect~~exchange for shares of Common Stock.

~~The~~We ~~descriptions~~sold and issued the shares of ~~Amendment~~Common ~~No.~~Stock to the each person other than PACR without registration under the exemption from registration 2provided by Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and to PACR without registration under the ~~fee~~exemption ~~letter~~from ~~agreement~~registration ~~set~~provided ~~forth~~by ~~above~~Regulation D promulgated under the Securities Act. In the Share Issuance Agreements with the individuals, each ~~are~~such ~~qualified~~individuals acknowledged that the shares were restricted securities and may not be resold in ~~their~~any ~~entirety~~transaction which involves any US person (as defined in Regulation S) or by any ~~reference~~means of commerce connected to the ~~full~~United ~~extent~~States. ofIn ~~such~~the Share Issuance Agreement with PACR, PACR acknowledged that the shares ~~documents~~were restricted securities and may not be resold in any transaction without an exemption from the registration requirements of the Securities Act. Under the Share Issuance Agreements, ~~which~~we ~~are~~provided ~~included~~each asof ~~exhibits~~the three individuals and PACR with certain rights to ~~this~~register ~~Current~~for ~~Report~~resale onthe ~~Form~~shares ~~8-K~~issued to them under the Share Issuance Agreements during the period ending December 30, 2018 as part of certain registrations of other shares of Common Stock that we initiate.

Copies of the Share Issuance Agreements with Guy Kebble, Stephen Robinson and Christophe Joveniaux are attached as Exhibits 10.53, 10.54 and 10.55 to this Current Report on Form 8-K. The remaining Share Issuance Agreements are in substantially the same form as the forms attached as such Exhibits.

Item 9.01

Financial Statements and Exhibits.

Exhibit
No.		Description
10.51		Amendment No. 2 to Promissory Note, dated November 17, 2016, between the Company and SBI Investments LLC, 2014-1.
10.52		Amendment No. 2 Fee Letter, dated November 17, 2016, between the Company and SBI Investments LLC, 2014-1.

(d) Exhibits.

Exhibit No.	Description
10.53	Agreement, dated December 30, 2016, by and among SurePure, Inc., SurePure Operations AG and Guy Kebble

10.54	Agreement, dated December 30, 2016, by and among SurePure, Inc., SurePure Operations AG and Stephen Robinson

10.55	Agreement, dated December 30, 2016, by and among SurePure, Inc., SurePure Operations AG and Christophe Joveniaux

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 hereunto duly authorized.

	SUREPURE, INC.
	SUREPURE, INC. (Registrant)
	(Registrant)
Date: January 5, 2017	/s/ Guy R.Kebble
Date: November 21, 2016		/s/ Stephen M. Robinson
	Guy R. Kebble
		Stephen M. Robinson
	Chief Executive Officer
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Exhibit No.	Description
No.		Description
10.53	Agreement, dated December 31, 2016, by and among SurePure, Inc., SurePure Operations AG and Guy Kebble
10.51		Amendment No. 2 to Promissory Note, dated November 17, 2016, between the Company and SBI Investments LLC, 2014-1.
10.54	Agreement, dated December 31, 2016, by and among SurePure, Inc., SurePure Operations AG and Stephen Robinson
10.52		Amendment No. 2 Fee Letter, dated November 17, 2016, between the Company and SBI Investments LLC, 2014-1.
10.55	Agreement, dated December 31, 2016, by and among SurePure, Inc., SurePure Operations AG and Christophe Joveniaux

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