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, 2022
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.) |
| 9669 Hermosa Avenue<br><br> <br>Rancho Cucamonga, California | 91730 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’stelephone number, including area code: (619) 596-8600
Notapplicable
(Formername or former address, if changed since last report)
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On December 14, 2022, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended October 31, 2022 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 14, 2022. |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Exhibit 99.1 is being furnished<br> and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject<br> to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document filed<br> 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, 2022 | By: | /s/ Tom Y. Lee |
| Tom Y. Lee | ||
| Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release, dated December 14, 2022. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal First Quarter 2023
FinancialResults
Updateon Business and PURE’s SDC-Based Antimicrobial Food Safety Solutions
RANCHO CUCAMONGA, CA (December 14, 2022) – 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, 2022.
Summaryof Results – Fiscal First Quarter Operations
| ● | Net<br> product sales were $467,000 and $497,000 for the fiscal first quarters ended October 31, 2022 and 2021, respectively. The decrease<br> of $30,000 was attributable to decreased sales across our distribution and end-user network. |
|---|---|
| ● | Net<br> loss for the fiscal first quarter ended October 31, 2022 was $993,000, compared to $796,000 for the fiscal first quarter ended October<br> 31, 2021. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal first quarter ended October 31, 2022 was $909,000, compared to $606,000<br> for the fiscal first quarter ended October 31, 2021. |
| ● | Net<br> loss per share was ($0.01) for the fiscal first quarter ended October 31, 2022, compared to ($0.01) for the fiscal first quarter<br> ended October 31, 2021. |
BusinessUpdate
Corporate Accounts
PURE Hard Surface has been adopted by multiple potato processing companies, including some of the largest processors in the country. During the first quarter, multiple potato processing locations purchased and installed application equipment to remediate long-standing food safety concerns in their facilities. In addition, PURE’s unique solution has been adopted in eight large snack food and bakery facilities. With multiple trials ongoing, we anticipate growth to continue in the potato, snack food and bakery industries.
Adoption in the dairy segment continues to grow, as we are now servicing several of the largest dairy processors in the country. Our combined efforts with Hydrite Chemical Co. have resulted in six additional locations using PURE Hard Surface to address various environmental concerns prevalent in the dairy industry.
Street Sales
PURE has now hired two regional managers, one located in the Midwest and the other on the West Coast. The West Coast manager is slated to start at the beginning of the calendar year and has twenty years of chemical sales experience, including sales of PURE products. The regional managers and their respective sales teams will focus on revenue generation across the janitorial, healthcare, assisted living, school, childcare, restaurant, and first responder industries.
Tom Y. Lee, Chief Executive Officer, said, “the Company experienced multiple wins this quarter with the adoption of our solution in the potato, snack food and bakery industries. Momentum into these new industries clearly shows PURE’s SDC-based solutions work and provide an advantage over products currently used in the food industry,” concluded Lee.
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 is headquartered in Rancho Cucamonga, California (San Bernardino metropolitan area). 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 (including with respect to Hydrite Chemical Co.), plans, businessoutlook, future performance, future potential revenues, expected results of the Company’s marketing efforts, the execution of contractsunder negotiation and any other statements concerning assumptions made or expectations as to any future events, conditions, performanceor other matters, are “forward-looking statements.” Forward-looking statements inherently involve risks and uncertaintiesthat could cause our actual results to differ materially from any forward-looking statements. Factors that could cause or contributeto such differences include, but are not limited to, the Company’s failure to implement or otherwise achieve the benefits of itsproposed business initiatives and plans; economic and other disruptions resulting from COVID-19; acceptance of the Company’s currentand future products and services in the marketplace, including the Company’s ability to convert successful evaluations and testsfor PURE Control and PURE Hard Surface into customer orders and customers continuing to place product orders as expected and to expandtheir 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’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 as a direct food contact processing aid in raw meat processing andto expand its use in OLR poultry processing; competitive factors, including customer acceptance of the Company’s SDC-based productsthat are typically more expensive than existing treatment chemicals; dependence upon third-party vendors, including to manufacture itsproducts; 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, 2022 and Form 10-Q for the fiscal first quarter ended October 31, 2022. Youshould not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. By makingthese forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after thedate of this release.
Contact:
Mark Elliott, VP Finance
PURE Bioscience, Inc.
Phone: 619-596-8600 ext.: 116
PUREBioscience, Inc.
CondensedConsolidated Balance Sheets
| July 31, 2022 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 2,452,000 | $ | 3,391,000 | ||
| Accounts receivable | 252,000 | 201,000 | |||
| Inventories, net | 239,000 | 179,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 54,000 | 18,000 | |||
| Total current assets | 3,072,000 | 3,864,000 | |||
| Property, plant and equipment, net | 627,000 | 620,000 | |||
| Total assets | 3,699,000 | $ | 4,484,000 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 561,000 | $ | 488,000 | ||
| Accrued liabilities | 138,000 | 87,000 | |||
| Total current liabilities | 699,000 | 575,000 | |||
| Total liabilities | 699,000 | 575,000 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity | |||||
| 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, 111,356,473 shares issued and outstanding at October 31, 2022 and at July 31, 2022 | 1,114,000 | 1,114,000 | |||
| Additional paid-in capital | 132,163,000 | 132,079,000 | |||
| Accumulated deficit | (130,277,000 | ) | (129,284,000 | ) | |
| Total stockholders’ equity | 3,000,000 | 3,909,000 | |||
| Total liabilities and stockholders’ equity | 3,699,000 | $ | 4,484,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| October 31, | ||||||
| 2022 | 2021 | |||||
| Net product sales | $ | 467,000 | $ | 497,000 | ||
| Royalty revenue | 4,000 | 4,000 | ||||
| Total revenue | 471,000 | 501,000 | ||||
| Cost of goods sold | 214,000 | 172,000 | ||||
| Gross Profit | 257,000 | 329,000 | ||||
| Operating costs and expenses | ||||||
| Selling, general and administrative | 1,165,000 | 1,057,000 | ||||
| Research and development | 78,000 | 67,000 | ||||
| Total operating costs and expenses | 1,243,000 | 1,124,000 | ||||
| Loss from operations | (986,000 | ) | (795,000 | ) | ||
| Other income (expense) | ||||||
| Other income (expense), net | (5,000 | ) | — | |||
| Interest expense, net | (2,000 | ) | (1,000 | ) | ||
| Total other income (expense) | (7,000 | ) | (1,000 | ) | ||
| Net loss | $ | (993,000 | ) | $ | (796,000 | ) |
| Basic and diluted net loss per share | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing basic and diluted net loss per share | 111,356,473 | 87,432,380 |
PUREBioscience, Inc.
CondensedConsolidated Statement of Stockholders’ Equity
(Unaudited)
| 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 | |||
| Common Stock | Additional<br> <br>Paid-In | Accumulated | Total<br> <br>Stockholders’ | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shares | Amount | Capital | Deficit | Equity | |||||||||
| Balance July 31, 2021 | 87,223,141 | $ | 873,000 | $ | 128,253,000 | $ | (125,793,000 | ) | $ | 3,333,000 | |||
| Share-based compensation expense - stock options | — | — | 169,000 | — | 169,000 | ||||||||
| Share-based compensation expense - restricted stock units | — | — | 21,000 | — | 21,000 | ||||||||
| Issuance of common stock upon the vesting of restricted stock units | 650,000 | 6,000 | (6,000 | ) | — | — | |||||||
| Net loss | — | — | — | (796,000 | ) | (796,000 | ) | ||||||
| Balance October 31, 2021 (Unaudited) | 87,873,141 | $ | 879,000 | $ | 128,437,000 | $ | (126,589,000 | ) | $ | 2,727,000 |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| October 31, | ||||||
| 2022 | 2021 | |||||
| Operating activities | ||||||
| Net loss | $ | (993,000 | ) | $ | (796,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 84,000 | 190,000 | ||||
| Depreciation and amortization | 30,000 | 58,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (51,000 | ) | 130,000 | |||
| Inventories | (60,000 | ) | 20,000 | |||
| Prepaid expenses | (36,000 | ) | (36,000 | ) | ||
| Accounts payable and accrued liabilities | 124,000 | (142,000 | ) | |||
| Net cash used in operating activities | (902,000 | ) | (576,000 | ) | ||
| Investing activities | ||||||
| Purchases of property, plant and equipment | (37,000 | ) | (54,000 | ) | ||
| Net cash used in investing activities | (37,000 | ) | (54,000 | ) | ||
| Net decrease in cash and cash equivalents, and restricted cash | (939,000 | ) | (630,000 | ) | ||
| Cash and cash equivalents, and restricted cash at beginning of period | 3,466,000 | 2,465,000 | ||||
| Cash and cash equivalents, and restricted cash at end of period | $ | 2,527,000 | $ | 1,835,000 | ||
| Reconciliation of cash and cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 2,452,000 | $ | 1,760,000 | ||
| Restricted cash | $ | 75,000 | $ | 75,000 | ||
| Total cash and cash equivalents and restricted cash | $ | 2,527,000 | $ | 1,835,000 |