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): October 29, 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 October 29, 2025, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal year ended July 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.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release, dated October 29, 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> October 29, 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 October 29, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal 2025
FinancialResults
El CAJON, CA – 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 year ended July 31, 2025.
Summaryof Results – Year-End Operations
| ● | Net<br> product sales were $2,198,000 and $1,955,000 for the fiscal years ended July 31, 2025 and 2024, respectively. The $243,000 increase<br> was attributable to increased sales across our end-user and distribution network. |
|---|---|
| ● | Net<br> loss for the fiscal year ended July 31, 2025 was ($2.4 million), compared to ($3.4 million) for the fiscal year ended July 31, 2024.<br> During the current fiscal year, the Company significantly reduced personnel, facility and board fees. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal year ended July 31, 2025 was ($2.3 million), compared to ($3.1 million)<br> for the fiscal year ended July 31, 2024. |
| ● | Net<br> loss per share was ($0.02) for the fiscal year ended July 31, 2025, compared to ($0.03) for the fiscal year ended July 31, 2024. |
| ● | Net<br> cash used in operations for the fiscal year ended July 31, 2025 was ($2.0 million), compared to ($2.5 million) for the fiscal year<br> ended July 31, 2024. |
BusinessUpdate
In fiscal year 2025, we took bold steps to redefine who we are and where we are headed. Through our rebranding partnership with Branded By Greenville, we revitalized our identity to better connect with both long-standing partners and new audiences. This refreshed brand reflects our commitment to innovation, integrity, and impact across every market we serve.
Throughout the year, we focused on advancing our mission to transform sanitation and safety in food and beverage manufacturing. Leveraging our proprietary SDC technology, we developed a groundbreaking membrane treatment solution designed specifically for dairy and beverage producers. Working closely with our distribution partners and leading researchers at a California State University Dairy Pilot Processing Center, we successfully piloted Ultra-Filtration (UF) and Reverse Osmosis (RO) systems. These trials paved the way for the commercial launch of a next-generation membrane treatment that eliminates fouling, restores throughput, prevents bacterial contamination, and extends the lifespan of filtration systems—all without damaging membranes.
To strengthen our reach and accelerate growth, we expanded our distribution network in the second quarter through a new agreement with Hydrite Chemical Company, a respected leader in the dairy and food processing industries. In the fourth quarter, we built on this momentum by forming a strategic partnership with Bonsai, a premier provider of American-made cleaning solutions. This collaboration now makes our products accessible to small businesses and individual customers through Bonsai’s online platform at https://bonsaiclean.com/products/pure-bioscience-sanitizers-disinfectants, allowing us to serve a broader audience with the same science-backed solutions trusted by major manufacturers.
Looking ahead, we are deepening our investment in innovation and market expansion. We are actively engaging in targeted marketing initiatives, trade shows, and advertising campaigns within the dairy and beverage sectors to showcase our revolutionary membrane treatment technology. At the same time, we are continuing to train and empower our distributor network to drive adoption and commercial success. Our ongoing research and development partnerships with academic leaders and scientific experts are focused on pushing the boundaries of what SDC technology can achieve—developing advanced cleaning and sanitization solutions that enhance food safety, protect public health, and create a more sustainable future for all.
Robert Bartlett, Chief Executive Officer, stated, “Over the past fiscal year, we expanded our core business by 14% and developed a new solution for treating membranes in the dairy and beverage industries. Leveraging our SDC technology and expanding into these markets are key strategies for generating additional revenue as we continue to grow our core business. We are working closely with our distributors to enable our technical teams to address unmet needs within the industries they serve, and we will share our progress as we continue developing innovative solutions to industry challenges,” concluded Bartlett.
AboutPURE 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 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, 2025. You should not place undue reliance on these forward-lookingstatements, which speak only as of the date of this press release. By making these forward-looking statements, the Company undertakesno obligation to update these statements for revisions or changes after the date of this release.
Contact:
Mark Elliott, VP Finance
PURE Bioscience, Inc.
Phone: 619-596-8600 ext.: 116
PUREBioscience, Inc.
ConsolidatedBalance Sheets
| July 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 334,000 | $ | 349,000 | ||
| Accounts receivable | 474,000 | 298,000 | |||
| Inventories, net | 141,000 | 56,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 23,000 | 27,000 | |||
| Total current assets | 1,047,000 | 805,000 | |||
| Property, plant and equipment, net | 11,000 | 13,000 | |||
| Total assets | 1,058,000 | $ | 818,000 | ||
| Liabilities and stockholders’ deficiency | |||||
| Current liabilities | |||||
| Accounts payable | 784,000 | $ | 601,000 | ||
| Accrued liabilities | 154,000 | 132,000 | |||
| Total current liabilities | 938,000 | 733,000 | |||
| Convertible notes payable to related parties | 5,236,000 | 2,949,000 | |||
| Total liabilities | 6,174,000 | 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, 111,886,473 shares issued and outstanding at July 31, 2025, and 111,856,473 shares issued and outstanding at July 31, 2024 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,759,000 | 132,612,000 | |||
| Accumulated deficit | (138,994,000 | ) | (136,595,000 | ) | |
| Total stockholders’ deficiency | (5,116,000 | ) | (2,864,000 | ) | |
| Total liabilities and stockholders’ deficiency | 1,058,000 | $ | 818,000 |
All values are in US Dollars.
PUREBioscience, Inc.
ConsolidatedStatements of Operations
| Year ended | ||||||
|---|---|---|---|---|---|---|
| July 31, | ||||||
| 2025 | 2024 | |||||
| Net product sales | $ | 2,198,000 | $ | 1,955,000 | ||
| Royalty revenue | 4,000 | 8,000 | ||||
| Total revenue | 2,202,000 | 1,963,000 | ||||
| Cost of goods sold | 899,000 | 811,000 | ||||
| Gross Profit | 1,303,000 | 1,152,000 | ||||
| Operating costs and expenses | ||||||
| Selling, general and administrative | 3,259,000 | 3,981,000 | ||||
| Research and development | 316,000 | 302,000 | ||||
| Impairment of fixed assets | — | 60,000 | ||||
| Total operating costs and expenses | 3,575,000 | 4,343,000 | ||||
| Loss from operations | (2,272,000 | ) | (3,191,000 | ) | ||
| Other income (expense) | ||||||
| Interest expense, net | (299,000 | ) | (155,000 | ) | ||
| Other income (expense), net | 172,000 | (4,000 | ) | |||
| Total other income (expense) | (127,000 | ) | (159,000 | ) | ||
| Net loss | $ | (2,399,000 | ) | $ | (3,350,000 | ) |
| Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.03 | ) |
| Shares used in computing basic and diluted net loss per share | 111,862,884 | 111,856,473 |
PUREBioscience, Inc.
ConsolidatedStatements of Stockholders’ Equity (Deficiency)
| Common Stock | Additional<br> Paid-In | Accumulated | Total<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 | — | — | 214,000 | — | 214,000 | |||||||
| Net loss | — | — | — | (3,350,000 | ) | (3,350,000 | ) | |||||
| 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 | — | — | 144,000 | — | 144,000 | |||||||
| Share-based compensation expense - restricted stock units | — | — | 3,000 | — | 3,000 | |||||||
| Issuance of common stock upon the delivery of restricted stock units | 30,000 | * | * | — | — | |||||||
| Net loss | — | — | — | (2,399,000 | ) | (2,399,000 | ) | |||||
| Balance July 31, 2025 | 111,886,473 | $ | 1,119,000 | $ | 132,759,000 | $ | (138,994,000 | ) | $ | (5,116,000 | ) |
PUREBioscience, Inc.
ConsolidatedStatements of Cash Flows
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| July 31, | ||||||
| 2025 | 2024 | |||||
| Operating activities | ||||||
| Net loss | $ | (2,399,000 | ) | $ | (3,350,000 | ) |
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||
| Share-based compensation | 147,000 | 214,000 | ||||
| Impairment of fixed assets | — | 60,000 | ||||
| Depreciation and amortization | 2,000 | 148,000 | ||||
| Reserve for inventory obsolescence | — | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (176,000 | ) | (13,000 | ) | ||
| Inventories | (85,000 | ) | 32,000 | |||
| Prepaid expenses | 4,000 | 34,000 | ||||
| Accounts payable and accrued liabilities | 205,000 | 201,000 | ||||
| Interest on note payable | 287,000 | 143,000 | ||||
| Net cash used in operating activities | (2,015,000 | ) | (2,531,000 | ) | ||
| Financing activities | ||||||
| Net proceeds from convertible notes payable to related parties | 2,000,000 | 1,785,000 | ||||
| Net cash provided by financing activities | 2,000,000 | 1,785,000 | ||||
| Net decrease in cash, cash equivalents, and restricted cash | (15,000 | ) | (746,000 | ) | ||
| Cash, cash equivalents, and restricted cash at beginning of year | 424,000 | 1,170,000 | ||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 409,000 | $ | 424,000 | ||
| Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 334,000 | $ | 349,000 | ||
| Restricted cash | 75,000 | 75,000 | ||||
| Total cash, cash equivalents and restricted cash | $ | 409,000 | $ | 424,000 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for taxes | $ | 3,000 | $ | 5,000 |