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): March 18, 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 March 18, 2024, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended January 31, 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 Release, dated March 18, 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> March 18, 2024 | By: | /s/ Robert F. Bartlett |
| Robert<br> F. Bartlett | ||
| Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated March 18, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal Second Quarter 2024
FinancialResults
Updateon Business and PURE’s SDC-Based Antimicrobial Food Safety Solutions
EL CAJON, Calif. - (March 18, 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 second quarter ended January 31, 2024.
Summaryof Results – Fiscal Second Quarter Operations
| ● | Net<br> product sales were $325,000 and $396,000 for the fiscal second quarter ended January 31, 2024 and 2023, respectively. The decrease<br> of $71,000 was attributable to decreased sales across our end user network. |
|---|---|
| ● | Net<br> loss for the fiscal second quarter ended January 31, 2024 was $1,002,000, compared to $1,060,000 for the fiscal second quarter ended<br> January 31, 2023. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal second quarter ended January 31, 2024 was $938,000, compared to $993,000<br> for the fiscal second quarter ended January 31, 2023. |
| ● | Net<br> loss per share was ($0.01) for the fiscal second quarters ended January 31, 2024 and 2023, respectively. |
SixMonths: Summary of Results of Operations
| ● | Net<br> product sales were $1,043,000 and $863,000 for the six months ended January 31, 2024 and 2023, respectively. The increase of $180,000<br> was attributable to increased sales across our end user and distribution network. |
|---|---|
| ● | Net<br> loss for the six months ended January 31, 2024 was $1,737,000, compared to $2,053,000 for the six months ended January 31, 2023. |
| ● | Net<br> loss, excluding share-based compensation, for the six months ended January 31, 2024 was $1,593,000, compared to $1,842,000 for the<br> six months ended January 31, 2023. |
| ● | Net<br> loss per share was ($0.02) for the six months ended January 31, 2024 and 2023, respectively. |
Robert Bartlett, Chief Executive Officer, said, “Our fiscal second quarter revenue was very disappointing at best. While historically, this quarter is our lowest revenue generator, FYQ2 experienced an unexpected interruption in the flow of PURE products to one of our major customers. The impact of this interruption cannot be overstated. We anticipate this shortfall in revenue will be absorbed in future sales.”
BusinessUpdate
We are excited to announce that we are beginning to make headway into new food segments as we work on expanding our footprint in the food industry.
| ● | Brand Advertising and Marketing. Having a social media presence has been a focus of the newly-formed marketing committee at PURE.<br> Our recently updated website is a helpful sales tool for lead generation, as well as a central location for customer support and<br> questions. PURE will continue to evolve its brand as we work with a new branding firm to guide us in clearly communicating to the<br> public that PURE’s team and chemistry are trustworthy, offering premium products that represent a complete game changer in<br> the world of food safety and sanitization. Our targeted end user is committed to protecting their customers, employees, the environment,<br> as well as their own brand name. |
|---|---|
| ● | Trade Shows. Attending and supporting customer events and trade shows has been and will continue to be a significant part of our<br> growth initiatives. This has proven to be an effective approach to meeting new customers and continue networking and educating the<br> industry on our unique SDC solutions. At the end of FYQ2, PURE attended the global International Production & Processing Expo<br> (IPPE) show for the first time. Our team was able to better understand current industry trends and solutions, as well as network<br> and meet with key customers. In addition, the team was able to facilitate strategic meetings with key industry leaders from North<br> America and across the globe. PURE is again registered to exhibit at the International Association for Food Protection (IAFP) annual<br> meeting in Long Beach, California (July 14-17, 2024). The IAFP annual meeting is attended by more than 3,500 of the top industry,<br> academic and governmental food safety professionals. |
| ● | Distributor Focus and Support. Our business strategy will be shifting focus from a direct sales model to a distributor model. This model<br> provides a much needed expansion of coverage in all regions of the United States. With local boots on the ground, our distributors<br> allow PURE to expand our footprint into new market segments and customer bases as we are integrated into our distribution partners’<br> chemical portfolios and solution offerings. Due to the unique nature of our SDC molecule and ongoing advancement in application technologies,<br> our distributors will be able to present their customers innovative solutions previously unavailable to them. This transition facilitates: |
| ◌ | Broader<br> coverage of service personnel and more regular on-site visits to customers; |
| --- | --- |
| ◌ | Strengthening<br> and growing partnerships with current distributors; |
| ◌ | Bringing<br> on new key distributors; |
| ◌ | Leveraging<br> the PURE team to provide enhanced support from remote to on-site visits; |
| ◌ | Better<br> market penetration of our brand and product awareness; |
| ◌ | Acceleration<br> of our sales model; and |
| ◌ | Expedited<br> access to new market segments. |
| ● | Continued Innovation. The development of new solutions through application equipment is a large part of our current R&D efforts.<br> New business sectors, including the dairy industry and the animal health market, have shown promising interest as we begin to explore<br> the use of our SDC technology. Incorporating technology into our equipment solutions is another avenue through which we are enhancing<br> our ability to support our customers’ greatest needs in food safety. |
| --- | --- |
Tim Steffensmeier, Vice President of Sales, said, “The technical sales team we have assembled has nearly 100 years of combined food and chemical industry experience. The varying experience and unique skillsets enables our team to be productive in business development, sales and marketing, new equipment solutions, and new product development and microbiology solutions. Our team is dedicated to prioritizing the sustainability of the Company’s growth, and are actively cultivating new relationships with key stakeholders while also nurturing and expanding current key industry and distributor accounts.”
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 of 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, and Form 10-Q for the fiscal second quarter ended January 31, 2024. 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.
CondensedConsolidated Balance Sheets
| July 31, 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 557,000 | $ | 1,095,000 | ||
| Accounts receivable | 171,000 | 285,000 | |||
| Inventories, net | 74,000 | 88,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 62,000 | 61,000 | |||
| Total current assets | 939,000 | 1,604,000 | |||
| Property, plant and equipment, net | 147,000 | 221,000 | |||
| Total assets | 1,086,000 | $ | 1,825,000 | ||
| Liabilities and stockholders’ equity (deficiency) | |||||
| Current liabilities | |||||
| Accounts payable | 409,000 | $ | 422,000 | ||
| Accrued liabilities | 136,000 | 110,000 | |||
| Total current liabilities | 545,000 | 532,000 | |||
| Long-term liabilities | |||||
| Note payable to related parties | 1,862,000 | 1,021,000 | |||
| Total long-term liabilities | 1,862,000 | 1,021,000 | |||
| Total liabilities | 2,407,000 | 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 January 31, 2024, and July 31, 2023 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,542,000 | 132,398,000 | |||
| Accumulated deficit | (134,982,000 | ) | (133,245,000 | ) | |
| Total stockholders’ equity (deficiency) | (1,321,000 | ) | 272,000 | ||
| Total liabilities and stockholders’ equity (deficiency) | 1,086,000 | $ | 1,825,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Six Months Ended | Three months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 31, | January 31, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net product sales | $ | 1,043,000 | $ | 863,000 | $ | 325,000 | $ | 396,000 | ||||
| Royalty revenue | 5,000 | 5,000 | 1,000 | 1,000 | ||||||||
| Total revenue | 1,048,000 | 868,000 | 326,000 | 397,000 | ||||||||
| Cost of goods sold | 429,000 | 414,000 | 149,000 | 200,000 | ||||||||
| Gross profit | 619,000 | 454,000 | 177,000 | 197,000 | ||||||||
| Operating costs and expenses | ||||||||||||
| Selling, general and administrative | 2,138,000 | 2,345,000 | 1,065,000 | 1,180,000 | ||||||||
| Research and development | 156,000 | 153,000 | 76,000 | 75,000 | ||||||||
| Total operating costs and expenses | 2,294,000 | 2,498,000 | 1,141,000 | 1,255,000 | ||||||||
| Loss from operations | (1,675,000 | ) | (2,044,000 | ) | (964,000 | ) | (1,058,000 | ) | ||||
| Other income (expense) | ||||||||||||
| Other income (expense), net | — | (5,000 | ) | — | — | |||||||
| Interest expense, net | (62,000 | ) | (4,000 | ) | (38,000 | ) | (2,000 | ) | ||||
| Total other income (expense) | (62,000 | ) | (9,000 | ) | (38,000 | ) | (2,000 | ) | ||||
| Net loss | $ | (1,737,000 | ) | $ | (2,053,000 | ) | $ | (1,002,000 | ) | $ | (1,060,000 | ) |
| Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing 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)
| Six Months Ended January 31, 2024 | **** | Six Months Ended January 31, 2023 | **** | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Additional Paid-In | Accumulated | **** | Total Stockholders’ | **** | Common Stock | Additional Paid-In | Accumulated | **** | Total Stockholders’ | **** | |||||||||||||
| Shares | Amount | Capital | Deficit | **** | Equity | **** | Shares | Amount | Capital | Deficit | **** | Equity | **** | |||||||||||
| Balances<br> 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<br> compensation expense - stock options | — | — | 144,000 | — | 144,000 | — | — | 169,000 | — | 169,000 | ||||||||||||||
| Share-based<br> compensation expense - restricted stock units | — | — | — | — | — | — | — | 42,000 | — | 42,000 | ||||||||||||||
| Net<br> loss | — | — | — | (1,737,000 | ) | (1,737,000 | ) | — | — | — | (2,053,000 | ) | (2,053,000 | ) | ||||||||||
| Balances<br> at end of period (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 | |||
| Three Months Ended January 31, 2024 | Three Months Ended January 31, 2023 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common Stock | Additional<br> Paid-In | Accumulated | Total<br> Stockholders’ | Common Stock | Additional<br> Paid-In | Accumulated | Total<br> Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||
| Balances at beginning of period (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,478,000 | $ | (133,980,000 | ) | $ | (383,000 | ) | 111,356,473 | $ | 1,114,000 | $ | 132,163,000 | $ | (130,277,000 | ) | $ | 3,000,000 | |||
| Share-based compensation expense - stock options | — | — | 64,000 | — | 64,000 | — | — | 106,000 | — | 106,000 | ||||||||||||||
| Share-based compensation expense - restricted stock units | — | — | — | — | — | — | — | 21,000 | — | 21,000 | ||||||||||||||
| Net loss | — | — | — | (1,002,000 | ) | (1,002,000 | ) | — | — | — | (1,060,000 | ) | (1,060,000 | ) | ||||||||||
| Balances at end of period (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 |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| January 31, | ||||||
| 2024 | 2023 | |||||
| Operating activities | ||||||
| Net loss | $ | (1,737,000 | ) | $ | (2,053,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 144,000 | 211,000 | ||||
| Depreciation and amortization | 74,000 | 67,000 | ||||
| Gain on extinguishment of indebtedness | — | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 114,000 | 45,000 | ||||
| Inventories | 14,000 | (21,000 | ) | |||
| Prepaid expenses | (1,000 | ) | (6,000 | ) | ||
| Interest on note payable | 56,000 | — | ||||
| Accounts payable and accrued liabilities | 13,000 | (112,000 | ) | |||
| Net cash used in operating activities | (1,323,000 | ) | (1,869,000 | ) | ||
| 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 decrease in cash, cash equivalents, and restricted cash | (538,000 | ) | (1,906,000 | ) | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 1,170,000 | 3,466,000 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 632,000 | $ | 1,560,000 | ||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 557,000 | $ | 1,485,000 | ||
| Restricted cash | $ | 75,000 | $ | 75,000 | ||
| Total cash, cash equivalents and restricted cash | $ | 632,000 | $ | 1,560,000 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for taxes | $ | — | 5,000 |