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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

 

Date of Report (Date of earliest event reported): December 15, 2025

 

PURE BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-14468   33-0530289

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

771 Jamacha Rd., #512

El Cajon, California

  92019
(Address of principal executive offices)   (Zip Code)

 

9669 Hermosa Avenue

Rancho Cucamonga, California

  91730
(Address of principal executive offices)   (Zip Code)

 

 

(Former name or former address, if changed since last report)

 

Registrant’s telephone 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 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))

 

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. ☐

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On December 15, 2025, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal first quarter ended October 31, 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

  99.1 Press Release, dated December 15, 2025.
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Exhibit 99.1 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, nor shall it be incorporated by reference into any registration 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: December 15, 2025 By: /s/ Robert F. Bartlett
    Robert F. Bartlett
    Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit

Number

  Description
     
99.1   Press Release, dated December 15, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

PURE Bioscience Reports Fiscal First Quarter 2026

Financial Results

 

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 first quarter ended October 31, 2025.

 

Summary of Results of Operations – Fiscal First Quarter

 

Net product sales were $707,000 and $555,000 for the fiscal first quarter ended October 31, 2025 and 2024, respectively. The increase of $152,000 was attributable to increased sales across our end-user customer base.
Net loss for the fiscal first quarter ended October 31, 2025, was $464,000, compared to $689,000 for the fiscal first quarter ended October 31, 2024.
Net loss, excluding share-based compensation, for the fiscal first quarter ended October 31, 2025, was $430,000, compared to $632,000 for the fiscal first quarter ended October 31, 2024.
Net loss per share was ($0.00) and ($0.01) for the fiscal first quarter ended October 31, 2025 and 2024, respectively.

 

As an update to the press release dated October 29, 2025, the Company is pleased to report continued momentum across its key markets. The Company has made significant strides in expanding its presence within the produce industry. Sales of its seasonal direct food-contact solution, PURE Control, continue to grow, and the product is now actively being used to treat leafy greens destined for commercial sale, marking an important milestone in market adoption and customer confidence. The Company has also experienced growth in the transportation industry, leveraging its new SDC-powered sanitation technology and equipment to major trucking fleets through its key distribution partners.

 

Jeff Kitchell, President, stated, “Our fiscal first quarter year-over-year sales growth shows the progress we have made with our direct customers and distribution network. We are continuing to grow our core produce business. At the same time, we are working closely with our distribution partners in the beverage and dairy industry to roll out our new membrane treatment solutions.”

 

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 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 the mitigation of bacterial resistance. Additional information on PURE is available at www.purebio.com.

 

 

 

 

Forward-looking Statements: Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Statements in this press release, including quotes 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 concerning assumptions 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 any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s failure to implement or otherwise achieve the benefits of its proposed business initiatives and plans; acceptance of the Company’s current and future products and services in the marketplace, including the Company’s ability to convert successful evaluations and tests for PURE products into customer orders and customers continuing to place product orders as expected and to expand their use of the Company’s products; the Company’s ability to maintain relationships with its partners and other counterparties; 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 business plan; the ability of the Company to develop effective new products and receive required regulatory approvals for such products, including the required data and regulatory approvals required to use its SDC-based technology; competitive factors, including customer acceptance of the Company’s SDC-based products that are typically more expensive than existing treatment chemicals; dependence upon third-party vendors, including to manufacture its products; and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission (the SEC), including its Form 10-K for the fiscal year ended July 31, 2025 and Form 10Q for the fiscal first quarter ended October 31, 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 changes after the date of this release.

 

Contact:

 

Mark Elliott, VP Finance

PURE Bioscience, Inc.

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated Balance Sheets

 

   October 31, 2025   July 31, 2025 
   (Unaudited)     
Assets          
Current assets          
Cash and cash equivalents  $434,000   $334,000 
Accounts receivable   389,000    474,000 
Inventories, net   237,000    141,000 
Restricted cash   75,000    75,000 
Prepaid expenses   41,000    23,000 
Total current assets   1,176,000    1,047,000 
Property, plant and equipment, net   10,000    11,000 
Total assets  $1,186,000   $1,058,000 
Liabilities and stockholders’ deficiency          
Current liabilities          
Accounts payable  $879,000   $784,000 
Convertible notes payable to related parties, current   2,104,000     
Accrued liabilities   176,000    154,000 
Total current liabilities   3,159,000    938,000 
           
Convertible notes payable to related parties, non-current   3,573,000    5,236,000 
Total liabilities   6,732,000    6,174,000 
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, 111,886,473 shares issued and outstanding at October 31, 2025, and July 31, 2025   1,119,000    1,119,000 
Additional paid-in capital   132,793,000    132,759,000 
Accumulated deficit   (139,458,000)   (138,994,000)
Total stockholders’ deficiency   (5,546,000)   (5,116,000)
Total liabilities and stockholders’ deficiency  $1,186,000   $1,058,000 

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

   Three months ended 
   October 31, 
   2025   2024 
Net product sales  $707,000   $555,000 
Royalty revenue   1,000    1,000 
Total revenue   708,000    556,000 
Cost of goods sold   258,000    231,000 
Gross Profit   450,000    325,000 
Operating costs and expenses          
Selling, general and administrative   743,000    881,000 
Research and development   86,000    71,000 
Total operating costs and expenses   829,000    952,000 
Loss from operations   (379,000)   (627,000)
Other income (expense)          
Interest expense, net   (94,000)   (62,000)
Other income, net   9,000     
Total other income (expense)   (85,000)   (62,000)
Net loss  $(464,000)  $(689,000)
Basic and diluted net loss per share  $(0.00)  $(0.01)
Shares used in computing basic and diluted net loss per share   111,886,473    111,856,473 

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated Statement of Stockholders’ Deficiency

(Unaudited)

 

   Common Stock  

Additional

Paid-In

   Accumulated  

Total

Stockholders’

 
   Shares   Amount   Capital   Deficit   Deficiency 
Balance July 31, 2025   111,886,473   $1,119,000   $132,759,000   $(138,994,000)  $     (5,116,000)
Share-based compensation expense - stock options           34,000        34,000 
Net loss               (464,000)   (464,000)
Balance October 31, 2025 (Unaudited)   111,886,473   $1,119,000   $132,793,000   $(139,458,000)  $(5,546,000)

 

   Common Stock  

Additional

Paid-In

   Accumulated  

Total

Stockholders’

 
   Shares   Amount   Capital   Deficit   Deficiency 
Balance July 31, 2024   111,856,473   $1,119,000   $132,612,000   $(136,595,000)  $     (2,864,000)
Share-based compensation expense - stock options           57,000        57,000 
Net loss               (689,000)   (689,000)
Balance October 31, 2024 (Unaudited)   111,856,473   $1,119,000   $132,669,000   $(137,284,000)  $(3,496,000)

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   Three Months Ended 
   October 31, 
   2025   2024 
Operating activities          
Net loss  $(464,000)  $(689,000)
Adjustments to reconcile net loss to net cash used in operating activities:          
Share-based compensation   34,000    57,000 
Depreciation   1,000     
Changes in operating assets and liabilities:          
Accounts receivable   85,000    (73,000)
Inventories   (96,000)   (16,000)
Prepaid expenses   (18,000)   (20,000)
Accounts payable and accrued liabilities   117,000    178,000 
Interest on note payable   91,000    60,000 
Net cash used in operating activities   (250,000)   (503,000)
Financing activities          
Net proceeds from note payable to related parties   350,000    500,000 
Net cash provided by financing activities   350,000    500,000 
Net increase (decrease) in cash and cash equivalents, and restricted cash   100,000    (3,000)
Cash and cash equivalents, and restricted cash at beginning of period   409,000    424,000 
Cash and cash equivalents, and restricted cash at end of period  $509,000   $421,000 
Reconciliation of cash and cash equivalents, and restricted cash to the condensed consolidated balance sheets          
Cash and cash equivalents  $434,000   $346,000 
Restricted cash   75,000    75,000 
Total cash and cash equivalents and restricted cash  $509,000   $421,000