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): December 14, 2023
PURE
BIOSCIENCE, INC.
(Exactname 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) |
(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 December 14, 2023, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended October 31, 2023 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 December 14, 2023. |
|---|---|
| 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: December 14, 2023 | By: | /s/ Robert F. Bartlett |
| Robert F. Bartlett | ||
| Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated December 14, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal First Quarter 2024
FinancialResults
Updateon Business and PURE’s SDC-Based Antimicrobial Food Safety Solutions
El Cajon, CA (December 14, 2023) – 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, 2023.
Summaryof Results – Fiscal First Quarter Operations
| ● | Net<br> product sales were $718,000 and $467,000 for the fiscal first quarters ended October 31, 2023 and 2022, respectively. The increase<br> of $251,000 was attributable to increased sales across our distribution and end-user network. |
|---|---|
| ● | Net<br> loss for the fiscal first quarter ended October 31, 2023 was $735,000, compared to $993,000 for the fiscal first quarter ended October<br> 31, 2022. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal first quarter ended October 31, 2023 was $655,000, compared to $909,000<br> for the fiscal first quarter ended October 31, 2022. |
| ● | Net<br> loss per share was ($0.01) for the fiscal first quarter ended October 31, 2023, compared to ($0.01) for the fiscal first quarter<br> ended October 31, 2022. |
Robert Bartlett, Chief Executive Officer, said, “As indicated by our Q1 revenue our sales initiatives are beginning to pay off. Our product revenue increased $251,000 against the first quarter of the prior year and over $100,000 compared with Q4 of our last fiscal year. As the world begins to look for alternatives to traditional toxic chemistries, more are turning to PURE’s innovative solutions,” concluded Bartlett.
BusinessUpdate
While remaining committed to and increasing revenue by bringing unique solutions to the industry, our team remains focused on the following:
| ● | Customer first approach. Servicing the customer with site visits has allowed our team to gain trust with plant management. In-person<br> meetings provide a great opportunity to collaborate with our customers to ensure we meet their unique food safety sanitization challenges. |
|---|---|
| ● | Corporate engagement. Regular meetings with key corporate leadership has allowed the Company to calibrate on specific customer challenges<br> and goals, show where we can provide solutions, and ensure alignment for the best customer experience. |
| ● | Leveraging decades of combined experience. Our sales and technical staff have a combined total of nearly 100 years’ experience<br> in food plant environments. By working together, our team is able to help solve the many challenges our customers face. |
| ● | Innovative solutions. Our team continues to educate itself on industry trends and trajectory to help take our customer experience to<br> the next level. We are in the early stages of working with industry partners on conceptual development to enhance the sanitation<br> processes using internet of things (IoT), software as a service (SaaS), and automation in addition to ongoing R&D work. |
Tim Steffensmeier, Vice President of Sales, said, “Our efficacy and unique safety profile is opening doors across the food processing industry as the go-to final step for killing resistant bacteria. The Company’s unique regulatory approvals and application technology allows food processing plants to use our chemistry in the production process as an effective intervention step, in addition to routine and periodic cleaning. We view this as a competitive advantage that further differentiates our solution versus the status quo. Customer focus, team experience and leveraging new application technology, as well as trade show attendance and targeted marketing have heightened our brand awareness and solutions within the food safety industry. Doors that were once closed are now opening,” concluded Steffensmeier.
AboutPURE Bioscience, Inc.
PURE is focused on developing and commercializing our proprietary antimicrobial products primarily in the food safety arena. We provide solutions to combat the health and environmental challenges of pathogen 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 located in El Cajon, California (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 and Form 10-Q for the fiscal first quarter endedOctober 31, 2023. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this pressrelease. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions orchanges after 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, 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 1,440,000 | $ | 1,095,000 | ||
| Accounts receivable | 347,000 | 285,000 | |||
| Inventories, net | 104,000 | 88,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 100,000 | 61,000 | |||
| Total current assets | 2,066,000 | 1,604,000 | |||
| Property, plant and equipment, net | 184,000 | 221,000 | |||
| Total assets | 2,250,000 | $ | 1,825,000 | ||
| Liabilities and stockholders’ equity (deficiency) | |||||
| Current liabilities | |||||
| Accounts payable | 652,000 | $ | 422,000 | ||
| Accrued liabilities | 154,000 | 110,000 | |||
| Total current liabilities | 806,000 | 532,000 | |||
| Long-term liabilities | |||||
| Note payable to related parties | 1,827,000 | 1,021,000 | |||
| Total long-term liabilities | 1,827,000 | 1,021,000 | |||
| Total liabilities | 2,633,000 | 1,553,000 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity (deficiency) | |||||
| Preferred stock, 0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding | — | — | |||
| Common stock, 0.01 par value: 150,000,000 shares authorized, 111,856,473 shares issued and outstanding at October 31, 2023, and July 31, 2023 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,478,000 | 132,398,000 | |||
| Accumulated deficit | (133,980,000 | ) | (133,245,000 | ) | |
| Total stockholders’ equity (deficiency) | (383,000 | ) | 272,000 | ||
| Total liabilities and stockholders’ equity (deficiency) | 2,250,000 | $ | 1,825,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| October 31, | ||||||
| 2023 | 2022 | |||||
| Net product sales | $ | 718,000 | $ | 467,000 | ||
| Royalty revenue | 4,000 | 4,000 | ||||
| Total revenue | 722,000 | 471,000 | ||||
| Cost of goods sold | 280,000 | 214,000 | ||||
| Gross Profit | 442,000 | 257,000 | ||||
| Operating costs and expenses | ||||||
| Selling, general and administrative | 1,073,000 | 1,165,000 | ||||
| Research and development | 80,000 | 78,000 | ||||
| Total operating costs and expenses | 1,153,000 | 1,243,000 | ||||
| Loss from operations | (711,000 | ) | (986,000 | ) | ||
| Other income (expense) | ||||||
| Other income (expense), net | — | (5,000 | ) | |||
| Interest expense, net | (24,000 | ) | (2,000 | ) | ||
| Total other income (expense) | (24,000 | ) | (7,000 | ) | ||
| Net loss | $ | (735,000 | ) | $ | (993,000 | ) |
| Basic and diluted net loss per share | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing basic and diluted net loss per share | 111,856,473 | 111,356,473 |
PUREBioscience, Inc.
CondensedConsolidated Statement of Stockholders’ Equity (Deficiency)
(Unaudited)
| Common Stock | Additional<br> <br>Paid-In | Accumulated | Total<br> <br>Stockholders’<br> <br>Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Capital | Deficit | (Deficiency) | ||||||||
| Balance July 31, 2023 | 111,856,473 | $ | 1,119,000 | $ | 132,398,000 | $ | (133,245,000 | ) | $ | 272,000 | ||
| Share-based compensation expense - stock options | — | — | 80,000 | — | 80,000 | |||||||
| Net loss | — | — | — | (735,000 | ) | (735,000 | ) | |||||
| Balance October 31, 2023 (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,478,000 | $ | (133,980,000 | ) | $ | (383,000 | ) | |
| Common Stock | Additional<br> <br>Paid-In | Accumulated | Total<br> <br>Stockholders’ | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shares | Amount | Capital | Deficit | Equity | ||||||||
| Balance July 31, 2022 | 111,356,473 | $ | 1,114,000 | $ | 132,079,000 | $ | (129,284,000 | ) | $ | 3,909,000 | ||
| Share-based compensation expense - stock options | — | — | 63,000 | — | 63,000 | |||||||
| Share-based compensation expense - restricted stock units | — | — | 21,000 | — | 21,000 | |||||||
| Net loss | — | — | — | (993,000 | ) | (993,000 | ) | |||||
| Balance October 31, 2022 (Unaudited) | 111,356,473 | $ | 1,114,000 | $ | 132,163,000 | $ | (130,277,000 | ) | $ | 3,000,000 |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| October 31, | ||||||
| 2023 | 2022 | |||||
| Operating activities | ||||||
| Net loss | $ | (735,000 | ) | $ | (993,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 80,000 | 84,000 | ||||
| Depreciation and amortization | 37,000 | 30,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (62,000 | ) | (51,000 | ) | ||
| Inventories | (16,000 | ) | (60,000 | ) | ||
| Prepaid expenses | (39,000 | ) | (36,000 | ) | ||
| Accounts payable and accrued liabilities | 274,000 | 124,000 | ||||
| Interest on note payable | 21,000 | — | ||||
| Net cash used in operating activities | (440,000 | ) | (902,000 | ) | ||
| Investing activities | ||||||
| Purchases of property, plant and equipment | — | (37,000 | ) | |||
| Net cash used in investing activities | — | (37,000 | ) | |||
| Financing activities | ||||||
| Net proceeds from note payable to related parties | 785,000 | — | ||||
| Net cash provided by financing activities | 785,000 | — | ||||
| Net increase and (decrease) in cash and cash equivalents, and restricted cash | 345,000 | (939,000 | ) | |||
| Cash and cash equivalents, and restricted cash at beginning of period | 1,170,000 | 3,466,000 | ||||
| Cash and cash equivalents, and restricted cash at end of period | $ | 1,515,000 | $ | 2,527,000 | ||
| Reconciliation of cash and cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 1,440,000 | $ | 2,452,000 | ||
| Restricted cash | $ | 75,000 | $ | 75,000 | ||
| Total cash and cash equivalents and restricted cash | $ | 1,515,000 | $ | 2,527,000 |