8-K
PURE BIOSCIENCE, INC. (PURE)
UNITED
STATES
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
Dateof Report (Date of earliest event reported): June 14,2024
PURE
BIOSCIENCE, INC.
(Exactname of registrant as specified in its charter)
| Delaware | 001-14468 | 33-0530289 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 771 Jamacha Rd., #512 <br><br> <br>El Cajon, California | 92019 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| 9669 Hermosa Avenue<br><br> <br>Rancho Cucamonga, California | 91730 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(Formername or former address, if changed since last report)
Registrant’stelephone number, including area code: (619)
596-8600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02. Results of Operations and Financial Condition.
On June 14, 2024, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended April 30, 2024 and related information. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press<br> Release, dated June 14, 2024. |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Exhibit<br> 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act<br> of 1934 or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration<br> statement or other document filed with the Securities and Exchange Commission. |
| --- | --- |
SIGNATURES
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.
| PURE BIOSCIENCE, INC. | ||
|---|---|---|
| Dated:<br> June 14, 2024 | By: | /s/ Robert F. Bartlett |
| Robert<br> F. Bartlett | ||
| Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press<br> Release, dated June 14, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal Third Quarter 2024
FinancialResults
Updateon Business and PURE’s SDC-Based Antimicrobial Food Safety Solutions
EL CAJON, Calif. - (June 14, 2024) – PURE Bioscience, Inc. (OTCQB: PURE) (“PURE,” the “Company” or “we”), creator of the patented non-toxic silver dihydrogen citrate (SDC) antimicrobial, today reported financial results for the fiscal third quarter ended April 30, 2024.
Summaryof Results – Fiscal Third Quarter Operations
| ● | Net<br> product sales were $440,000 and $406,000 for the fiscal third quarter ended April 30, 2024<br> and 2023, respectively. The increase of $34,000 was attributable to increased sales across<br> our end-user network. |
|---|---|
| ● | Net<br> loss for the fiscal third quarter ended April 30, 2024, was $857,000, compared to $876,000<br> for the fiscal third quarter ended April 30, 2023. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal third quarter ended April 30, 2024,<br> was $825,000, compared to $832,000 for the fiscal third quarter ended April 30, 2023. |
| ● | Net<br> loss per share was ($0.01) for the fiscal third quarters ended April 30, 2024 and 2023, respectively. |
NineMonths: Summary of Results of Operations
| ● | Net<br> product sales were $1,483,000 and $1,269,000 for the nine months ended April 30, 2024 and<br> 2023, respectively. The increase of $214,000 was attributable to increased sales across our<br> end-user and distribution network. |
|---|---|
| ● | Net<br> loss for the nine months ended April 30, 2024, was $2,594,000, compared to $2,929,000 for<br> the nine months ended April 30, 2023. |
| ● | Net<br> loss, excluding share-based compensation, for the nine months ended April 30, 2024, was $2,418,000,<br> compared to $2,654,000 for the nine months ended April 30, 2023. |
| ● | Net<br> loss per share was ($0.03) for the nine months ended April 30, 2024 and 2023, respectively. |
BusinessUpdate
We believe the foundation for a sustainable and profitable organization is underway. Significant focus and resources have been built around our shift in business strategy from a direct sales model to a distributor model.
Jeff Kitchell, Vice President of Operations, said “Our leadership team has worked hard to develop a new Tier Pricing Agreement which satisfies margin requirements for our distributors, as well as setting a minimum advertised price and manufacturer’s suggested retail price. This new program is being met with great interest and enthusiasm from key distributors in the industry and discussions are well underway and we plan to provide further updates as we continue to drive results under this program.”
| ● | Brand Advertising and Marketing. Further development of our social media presence has been<br> a continued area of focus, and it is not going unnoticed. In the past 90 days, our platform<br> engagement has increased by 167%, and our followers are up by nearly 70%. This significant<br> increase in exposure to PURE’s product line and innovative solutions has led to new<br> leads and opened the door to discussions with industry experts and potential new distribution<br> partners. PURE’s brand is evolving as we continue working with our branding firm to<br> guide us in clearly communicating to the public that PURE’s team is trustworthy, our<br> premium solutions are truly innovative, and that SDC technology is a complete game changer<br> across multiple industries. Our growing customer base is comprised of companies that value<br> the health and safety of their customers and employees, as well as the commitment to protecting<br> their brand and the environment. |
|---|---|
| ● | Trade Shows. The PURE team continues to exhibit, attend, and support customer and industry<br> events and trade shows as part of our continued growth initiatives. This involvement continues<br> to be an effective approach to meeting new customers and continuing networking and educating<br> the industry on our unique SDC solutions. In the past quarter, our team has attended or presented<br> at multiple customer and local events, along with the Cheese Expo – a global technology<br> event for the dairy industry, as well as the Penn State Dairy Expo. These shows and events<br> not only help us bring a spotlight to PURE’s product line but also allow for strategic<br> meetings with key stakeholders throughout the industry. PURE is again registered to exhibit<br> at the International Association for Food Protection (IAFP) annual meeting in Long Beach,<br> California (July 14-17, 2024). The IAFP annual meeting is attended by more than 3,500 of<br> the top industry, academic, and governmental food safety professionals. |
| --- | --- |
| ● | Distributor Focus and Support. Our distributor program led by Tyler Mattson, Vice President of<br> Key Accounts and Technology, is gaining attention and interest. We believe this program will<br> help support our necessary growth once fully rolled out, and will also provide the needed<br> resources and expertise as we expand our business offerings and solutions. Tyler and his<br> team are proactively working with potential distributors on our new training and education<br> program. |
| --- | --- |
| ● | Continued Innovation. Our R&D efforts led by Tom Myers, Executive Vice President of Technology<br> and Development, continue to address unmet needs using SDC across multiple industries such<br> as the dairy and animal health industry. We believe these initiatives driven by the need<br> for cost savings, ever-increasing food safety standards, and new cleaning and sanitizing<br> methods to meet corporate environmental sustainability goals will give a unique advantage<br> to our distribution partners and the end user. |
| --- | --- |
Robert Bartlett, Chief Executive Officer, said, “While it is obvious sales growth has not been at the rate it needs to be, the team is dedicated to building our foundation which takes time and patience. I am confident we are on the right track as we continue to transform into an innovative customer solutions company using a distribution model for greater reach. Both momentum and industry interest are starting to build. Under the direction of Tim Steffensmeier, Vice President of Sales and Marketing, the team is steadfast in building and promoting our brand, supporting current industry offerings, and conducting R&D projects to address areas of concern in industries such as dairy and animal health,” concluded Bartlett.
AboutPURE Bioscience, Inc.
PURE focuses on developing and commercializing our proprietary antimicrobial products primarily in food safety. We provide solutions to combat the health and environmental challenges of pathogens and hygienic control. Our technology platform is based on patented, stabilized ionic silver, and our initial products contain silver dihydrogen citrate, better known as SDC. This is a broad-spectrum, non-toxic antimicrobial agent, and formulates well with other compounds. As a platform technology, SDC is distinguished from existing products in the marketplace because of its superior efficacy, reduced toxicity, and mitigation of bacterial resistance. PURE’s mailing address is 771 Jamacha Rd. #512, El Cajon, California 92019 (San Diego County area) serves as its official address for all business requirements. Additional information on PURE is available at www.purebio.com.
Forward-lookingStatements: Any statements contained in this press release that do not describe historical facts may constitute forward-lookingstatements as that term is defined in the Private Securities Litigation Reform Act of 1995. Statements in this press release, includingquotes from management, concerning the Company’s expectations, plans, business outlook, future performance, future potential revenues,expected results of the Company’s marketing efforts, the execution of contracts under negotiation, and any other statements concerningassumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements.”Forward-looking statements inherently involve risks and uncertainties that could cause our actual results to differ materially from anyforward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’sfailure to implement or otherwise achieve the benefits of its proposed business initiatives and plans; acceptance of the Company’scurrent and future products and services in the marketplace, including the Company’s ability to convert successful evaluationsand tests for PURE Control and PURE Hard Surface into customer orders and customers continuing to place product orders as expected andto expand their use of the Company’s products; the Company’s ability to maintain relationships with its partners and othercounterparties; the Company’s ability to generate sufficient revenues and reduce its operating expenses in order to reach profitability;the Company’s ability to raise the funding required to support its continued operations and the implementation of its businessplan; the ability of the Company to develop effective new products and receive required regulatory approvals for such products, includingthe required data and regulatory approvals required to use its SDC-based technology as a direct food contact processing aid in raw meatprocessing and to expand its use in OLR poultry processing; competitive factors, including customer acceptance of the Company’sSDC-based products that are typically more expensive than existing treatment chemicals; dependence upon third-party vendors, includingto manufacture its products; and other risks detailed in the Company’s periodic report filings with the Securities and ExchangeCommission (the SEC), including its Form 10-K for the fiscal year ended July 31, 2023, Form 10-Q for the fiscal first quarter ended October31, 2023, Form 10-Q for the fiscal second quarter ended January 31, 2024, and Form 10-Q for the fiscal third quarter ended April 30,2024. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release.By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changesafter the date of this release.
Contact:
Mark Elliott, VP Finance
PURE Bioscience, Inc.
Phone: 619-596-8600 ext.: 116
PUREBioscience, Inc.
CondensedConsolidated Balance Sheets
| July<br> 31, 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 442,000 | $ | 1,095,000 | ||
| Accounts receivable | 234,000 | 285,000 | |||
| Inventories, net | 74,000 | 88,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 44,000 | 61,000 | |||
| Total current assets | 869,000 | 1,604,000 | |||
| Property, plant and<br> equipment, net | 51,000 | 221,000 | |||
| Total assets | 920,000 | $ | 1,825,000 | ||
| Liabilities and stockholders’<br> equity (deficiency) | |||||
| Current liabilities | |||||
| Accounts payable | 506,000 | $ | 422,000 | ||
| Accrued liabilities | 160,000 | 110,000 | |||
| Total current liabilities | 666,000 | 532,000 | |||
| Long-term liabilities | |||||
| Note payable to related<br> parties | 2,400,000 | 1,021,000 | |||
| Total long-term liabilities | 2,400,000 | 1,021,000 | |||
| Total liabilities | 3,066,000 | 1,553,000 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity (deficiency) | |||||
| Preferred stock, 0.01 par value: 5,000,000<br> shares authorized, no shares issued and outstanding | — | — | |||
| Common stock, 0.01 par value: 150,000,000<br> shares authorized, 111,856,473 shares issued and outstanding at April 30, 2024, and July 31, 2023 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,574,000 | 132,398,000 | |||
| Accumulated deficit | (135,839,000 | ) | (133,245,000 | ) | |
| Total stockholders’<br> equity (deficiency) | (2,146,000 | ) | 272,000 | ||
| Total liabilities<br> and stockholders’ equity (deficiency) | 920,000 | $ | 1,825,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Nine Months<br> Ended | Three months<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April<br> 30, | April<br> 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net product sales | $ | 1,483,000 | $ | 1,269,000 | $ | 440,000 | $ | 406,000 | ||||
| Royalty revenue | 6,000 | 6,000 | 1,000 | 1,000 | ||||||||
| Total revenue | 1,489,000 | 1,275,000 | 441,000 | 407,000 | ||||||||
| Cost of goods sold | 612,000 | 625,000 | 183,000 | 211,000 | ||||||||
| Gross profit | 877,000 | 650,000 | 258,000 | 196,000 | ||||||||
| Operating costs and expenses | ||||||||||||
| Selling, general and administrative | 3,136,000 | 3,342,000 | 998,000 | 997,000 | ||||||||
| Research<br> and development | 233,000 | 227,000 | 77,000 | 74,000 | ||||||||
| Total operating costs<br> and expenses | 3,369,000 | 3,569,000 | 1,075,000 | 1,071,000 | ||||||||
| Loss from operations | (2,492,000 | ) | (2,919,000 | ) | (817,000 | ) | (875,000 | ) | ||||
| Other income (expense) | ||||||||||||
| Other income (expense),<br> net | 1,000 | (4,000 | ) | 1,000 | 1,000 | |||||||
| Interest<br> expense, net | (103,000 | ) | (6,000 | ) | (41,000 | ) | (2,000 | ) | ||||
| Total other income (expense) | (102,000 | ) | (10,000 | ) | (40,000 | ) | (1,000 | ) | ||||
| Net loss | $ | (2,594,000 | ) | $ | (2,929,000 | ) | $ | (857,000 | ) | $ | (876,000 | ) |
| Basic and diluted net<br> loss per share | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing<br> basic and diluted net loss per share | 111,856,473 | 111,356,473 | 111,856,473 | 111,356,473 |
PUREBioscience, Inc.
CondensedConsolidated Statement of Stockholders’ Equity (Deficiency)
(Unaudited)
| Nine<br> Months Ended April 30, 2024 | Nine<br> Months Ended April 30, 2023 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||
| Balances at beginning of period | 111,856,473 | $ | 1,119,000 | $ | 132,398,000 | $ | (133,245,000 | ) | $ | 272,000 | 111,356,473 | $ | 1,114,000 | $ | 132,079,000 | $ | (129,284,000 | ) | $ | 3,909,000 | ||||
| Share-based compensation expense - stock options | — | — | 176,000 | — | 176,000 | — | — | 213,000 | — | 213,000 | ||||||||||||||
| Share-based compensation expense - restricted<br> stock units | — | — | — | — | — | — | — | 62,000 | — | 62,000 | ||||||||||||||
| Net loss | — | — | — | (2,594,000 | ) | (2,594,000 | ) | — | — | — | (2,929,000 | ) | (2,929,000 | ) | ||||||||||
| Balances at end of period (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,574,000 | $ | (135,839,000 | ) | $ | (2,146,000 | ) | 111,356,473 | $ | 1,114,000 | $ | 132,354,000 | $ | (132,213,000 | ) | $ | 1,255,000 | |||
| Three<br> Months Ended April 30, 2024 | Three<br> Months Ended April 30, 2023 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||
| Balances at beginning of period<br> (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,542,000 | $ | (134,982,000 | ) | $ | (1,321,000 | ) | 111,356,473 | $ | 1,114,000 | $ | 132,290,000 | $ | (131,337,000 | ) | $ | 2,067,000 | |||
| Share-based compensation expense - stock options | — | — | 32,000 | — | 32,000 | — | — | 44,000 | — | 44,000 | ||||||||||||||
| Share-based compensation expense - restricted<br> stock units | — | — | — | — | — | — | — | 20,000 | — | 20,000 | ||||||||||||||
| Net loss | — | — | — | (857,000 | ) | (857,000 | ) | — | — | — | (876,000 | ) | (876,000 | ) | ||||||||||
| Balances at end of period (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,574,000 | $ | (135,839,000 | ) | $ | (2,146,000 | ) | 111,356,473 | $ | 1,114,000 | $ | 132,354,000 | $ | (132,213,000 | ) | $ | 1,255,000 |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Nine Months<br> Ended | ||||||
|---|---|---|---|---|---|---|
| April<br> 30, | ||||||
| 2024 | 2023 | |||||
| Operating activities | ||||||
| Net loss | $ | (2,594,000 | ) | $ | (2,929,000 | ) |
| Adjustments to reconcile net loss to net<br> cash used in operating activities: | ||||||
| Share-based compensation | 176,000 | 275,000 | ||||
| Depreciation and amortization | 110,000 | 102,000 | ||||
| Impairment of computer<br> software | 60,000 | — | ||||
| Reserve for inventory<br> obsolescence | — | 40,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 51,000 | 13,000 | ||||
| Inventories | 14,000 | (10,000 | ) | |||
| Prepaid expenses | 17,000 | (19,000 | ) | |||
| Interest on note payable | 94,000 | — | ||||
| Accounts payable and<br> accrued liabilities | 134,000 | (6,000 | ) | |||
| Net cash used in operating activities | (1,938,000 | ) | (2,534,000 | ) | ||
| Investing activities | ||||||
| Purchases of property, plant and equipment | — | (76,000 | ) | |||
| Net cash used in investing activities | — | (76,000 | ) | |||
| Financing activities | ||||||
| Net proceeds from note payable to related<br> parties | 1,285,000 | — | ||||
| Net cash provided by financing activities | 1,285,000 | — | ||||
| Net decrease in cash, cash equivalents,<br> and restricted cash | (653,000 | ) | (2,610,000 | ) | ||
| Cash, cash equivalents, and restricted cash<br> at beginning of period | 1,170,000 | 3,466,000 | ||||
| Cash, cash equivalents, and restricted cash<br> at end of period | $ | 517,000 | $ | 856,000 | ||
| Reconciliation of cash,<br> cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 442,000 | $ | 781,000 | ||
| Restricted cash | $ | 75,000 | $ | 75,000 | ||
| Total cash, cash equivalents and restricted<br> cash | $ | 517,000 | $ | 856,000 | ||
| Supplemental disclosure<br> of cash flow information | ||||||
| Cash paid for taxes | $ | — | 5,000 |