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 16, 2025
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 16, 2025, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended April 30, 2025 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 Release, dated June 16, 2025. |
|---|---|
| 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 16, 2025 | By: | /s/ Robert F. Bartlett |
| Robert<br> F. Bartlett | ||
| Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release, dated June 16, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal Third Quarter 2025
FinancialResults
EL CAJON, Calif. – 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, 2025.
Summaryof Results of Operations – Fiscal Third Quarter
| ● | Net<br> product sales were $489,000 and $440,000 for the fiscal third quarter ended April 30, 2025<br> and 2024, respectively. The increase of $49,000 was attributable to increased sales across<br> our distribution network. |
|---|---|
| ● | Net<br> loss for the fiscal third quarter ended April 30, 2025 was $580,000, compared to $857,000<br> for the fiscal third quarter ended April 30, 2024. |
| --- | --- |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal third quarter ended April 30, 2025<br> was $547,000, compared to $825,000 for the fiscal third quarter ended April 30, 2024. |
| --- | --- |
| ● | Net<br> loss per share was ($0.01) for the fiscal third quarters ended April 30, 2025 and 2024, respectively. |
| --- | --- |
Summaryof Results of Operations – Prior Nine Months
| ● | Net<br> product sales were $1,435,000 and $1,483,000 for the nine months ended April 30, 2025 and<br> 2024, respectively. The decrease of $48,000 was attributable to decreased sales across our<br> end-user network. |
|---|---|
| ● | Net<br> loss for the nine months ended April 30, 2025 was $2,067,000, compared to $2,594,000 for<br> the nine months ended April 30, 2024. |
| --- | --- |
| ● | Net<br> loss, excluding share-based compensation, for the nine months ended April 30, 2025 was $1,950,000,<br> compared to $2,418,000 for the nine months ended April 30, 2024. |
| --- | --- |
| ● | Net<br> loss per share was ($0.02) and ($0.03) for the nine months ended April 30, 2025 and 2024,<br> respectively. |
| --- | --- |
Robert Bartlett, Chief Executive Officer, stated, “Our fiscal third quarter year-over-year sales growth continues to progress with our direct customers and distribution network, while we continue to reduce operating expenses. This quarter, we were able to demonstrate that our dairy membrane solution using our SDC technology is effective in full-scale commercial dairy plants. We will continue to work closely with our distribution partners in the beverage industry to expand this new membrane treatment solution.”
PURE Hard Surface is now available for membrane treatment. The transformative benefits of using PURE Hard Surface as a membrane treatment bring a more innovative and efficient approach, delivering measurable cost savings. This solution enables dairy and beverage manufacturers to maintain the highest quality standards in the industry, without the trade-offs associated with traditional chemistry. For more information, visit www.purebio.com/membrane.
About PURE Bioscience, Inc.
PURE is committed to redefining chemical safety through its innovative technology. With a focus on efficacy and effectiveness, PURE develops advanced solutions that meet the highest safety standards and produce best-in-class results for its consumers and distributors. PURE continues to focus on developing and commercializing our proprietary antimicrobial products, primarily in the food and beverage industry. We provide solutions to combat the health and environmental challenges posed by pathogens and ensure 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 broad-spectrum, non-toxic antimicrobial agent 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. 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 products into customer orders and customers continuing to place product orders as expected and to expand their useof the Company’s products; the Company’s ability to maintain relationships with its partners and other counterparties; theCompany’s ability to generate sufficient revenues and reduce its operating expenses in order to reach profitability; the Company’sability to raise the funding required to support its continued operations and the implementation of its business plan; the ability ofthe Company to develop effective new products and receive required regulatory approvals for such products, including the required dataand regulatory approvals required to use its SDC-based technology; 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, 2024, Form 10-Q for the fiscal first quarter ended October31, 2024, Form 10-Q for the fiscal second quarter ended January 31, 2025, and Form 10-Q for the fiscal third quarter ended April 30,2025. 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 31, 2024 | |||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 540,000 | $ | 349,000 | ||
| Accounts receivable | 287,000 | 298,000 | |||
| Inventories, net | 131,000 | 56,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 13,000 | 27,000 | |||
| Total current assets | 1,046,000 | 805,000 | |||
| Property, plant and equipment, net | 11,000 | 13,000 | |||
| Total assets | 1,057,000 | $ | 818,000 | ||
| Liabilities and stockholders’ deficiency | |||||
| Current liabilities | |||||
| Accounts payable | 799,000 | $ | 601,000 | ||
| Accrued liabilities | 173,000 | 132,000 | |||
| Total current liabilities | 972,000 | 733,000 | |||
| Long-term liabilities | |||||
| Convertible notes payable to related parties | 4,899,000 | 2,949,000 | |||
| Total long-term liabilities | 4,899,000 | 2,949,000 | |||
| Total liabilities | 5,871,000 | 3,682,000 | |||
| Commitments and contingencies | |||||
| Stockholders’ deficiency | |||||
| Preferred stock, 0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding | — | — | |||
| Common stock, 0.01 par value: 200,000,000 shares authorized, 111,856,473 shares issued and outstanding at April 30, 2025, and July 31, 2024 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,729,000 | 132,612,000 | |||
| Accumulated deficit | (138,662,000 | ) | (136,595,000 | ) | |
| Total stockholders’ deficiency | (4,814,000 | ) | (2,864,000 | ) | |
| Total liabilities and stockholders’ deficiency | 1,057,000 | $ | 818,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Nine Months Ended | Three months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 30, | April 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net product sales | $ | 1,435,000 | $ | 1,483,000 | $ | 489,000 | $ | 440,000 | ||||
| Royalty revenue | 3,000 | 6,000 | 2,000 | 1,000 | ||||||||
| Total revenue | 1,438,000 | 1,489,000 | 491,000 | 441,000 | ||||||||
| Cost of goods sold | 603,000 | 612,000 | 208,000 | 183,000 | ||||||||
| Gross profit | 835,000 | 877,000 | 283,000 | 258,000 | ||||||||
| Operating costs and expenses | ||||||||||||
| Selling, general and administrative | 2,528,000 | 3,136,000 | 776,000 | 998,000 | ||||||||
| Research and development | 243,000 | 233,000 | 91,000 | 77,000 | ||||||||
| Total operating costs and expenses | 2,771,000 | 3,369,000 | 867,000 | 1,075,000 | ||||||||
| Loss from operations | (1,936,000 | ) | (2,492,000 | ) | (584,000 | ) | (817,000 | ) | ||||
| Other income (expense) | ||||||||||||
| Other income (expense), net | 79,000 | 1,000 | 82,000 | 1,000 | ||||||||
| Interest expense, net | (210,000 | ) | (103,000 | ) | (78,000 | ) | (41,000 | ) | ||||
| Total other income (expense) | (131,000 | ) | (102,000 | ) | 4,000 | (40,000 | ) | |||||
| Net loss | $ | (2,067,000 | ) | $ | (2,594,000 | ) | $ | (580,000 | ) | $ | (857,000 | ) |
| Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing basic and diluted net loss per share | 111,856,473 | 111,856,473 | 111,856,473 | 111,856,473 |
PUREBioscience, Inc.
CondensedConsolidated Statement of Stockholders’ Equity (Deficiency)
(Unaudited)
| Nine<br> Months Ended April 30, 2025 | Nine<br> Months Ended April 30, 2024 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | $ | 132,612,000 | $ | (136,595,000 | ) | $ | (2,864,000 | ) | 111,856,473 | $ | 1,119,000 | $ | 132,398,000 | $ | (133,245,000 | ) | $ | 272,000 | |||
| Share-based compensation expense - stock options | — | — | 114,000 | — | 114,000 | — | — | 176,000 | — | 176,000 | ||||||||||||||
| Share-based compensation expense - restricted stock units | — | — | 3,000 | — | 3,000 | — | — | — | — | — | ||||||||||||||
| Net loss | — | — | — | (2,067,000 | ) | (2,067,000 | ) | — | — | — | (2,594,000 | ) | (2,594,000 | ) | ||||||||||
| Balances at end of period (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,729,000 | $ | (138,662,000 | ) | $ | (4,814,000 | ) | 111,856,473 | $ | 1,119,000 | $ | 132,574,000 | $ | (135,839,000 | ) | $ | (2,146,000 | ) | ||
| Three<br> Months Ended April 30, 2025 | Three<br> Months Ended April 30, 2024 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,696,000 | $ | (138,082,000 | ) | $ | (4,267,000 | ) | 111,856,473 | $ | 1,119,000 | $ | 132,542,000 | $ | (134,982,000 | ) | $ | (1,321,000 | ) | ||
| Share-based compensation expense - stock options | — | — | 30,000 | — | 30,000 | — | — | 32,000 | — | 32,000 | ||||||||||||||
| Share-based compensation expense - restricted stock units | — | — | 3,000 | — | 3,000 | — | — | — | — | — | ||||||||||||||
| Net loss | — | — | — | (580,000 | ) | (580,000 | ) | — | — | — | (857,000 | ) | (857,000 | ) | ||||||||||
| Balances at end of period (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,729,000 | $ | (138,662,000 | ) | $ | (4,814,000 | ) | 111,856,473 | $ | 1,119,000 | $ | 132,574,000 | $ | (135,839,000 | ) | $ | (2,146,000 | ) |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| April 30, | ||||||
| 2025 | 2024 | |||||
| Operating activities | ||||||
| Net loss | $ | (2,067,000 | ) | $ | (2,594,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 117,000 | 176,000 | ||||
| Depreciation | 2,000 | 110,000 | ||||
| Impairment of computer software | — | 60,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 11,000 | 51,000 | ||||
| Inventories | (75,000 | ) | 14,000 | |||
| Prepaid expenses | 14,000 | 17,000 | ||||
| Interest on note payable | 200,000 | 94,000 | ||||
| Accounts payable and accrued liabilities | 239,000 | 134,000 | ||||
| Net cash used in operating activities | (1,559,000 | ) | (1,938,000 | ) | ||
| Financing activities | ||||||
| Net proceeds from note payable to related parties | 1,750,000 | 1,285,000 | ||||
| Net cash provided by financing activities | 1,750,000 | 1,285,000 | ||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 191,000 | (653,000 | ) | |||
| Cash, cash equivalents, and restricted cash at beginning of period | 424,000 | 1,170,000 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 615,000 | $ | 517,000 | ||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 540,000 | $ | 442,000 | ||
| Restricted cash | $ | 75,000 | $ | 75,000 | ||
| Total cash, cash equivalents and restricted cash | $ | 615,000 | $ | 517,000 |