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, 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 October 29, 2024, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal year ended July 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 October 29, 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> October 29, 2024 | 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, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal 2024
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, 2024.
Summaryof Results – Year-End Operations
| ● | Net<br> product sales were $1,955,000 and $1,871,000 for the fiscal year ended July 31, 2024 and<br> 2023, respectively. The increase of $84,000 was attributable to increased sales across our<br> distribution network. |
|---|---|
| ● | Net<br> loss for the fiscal year ended July 31, 2024 was ($3.4 million), compared to ($3.9 million)<br> for the fiscal year ended July 31, 2023. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal year ended July 31, 2024 was ($3.1<br> million), compared to ($3.6 million) for the fiscal year ended July 31, 2023. |
| ● | Net<br> loss per share was ($0.03) for the fiscal year ended July 31, 2024, compared to ($0.04) for<br> the fiscal year ended July 31, 2023. |
| ● | Net<br> cash used in operations for the fiscal year ended July 31, 2024 was ($2.5 million), compared<br> to ($3.3 million) for the fiscal year ended July 31, 2023. |
BusinessUpdate
During the second quarter of fiscal year 2024, PURE strategically expanded its business approach. Our previous end-use customer strategy showed promise but did not accelerate growth as much as we expected. Consequently, the Company shifted its focus to developing and implementing a distribution model. Over the past several months, we have successfully partnered with multiple distributors, as highlighted in the Company’s recent press releases. This strategic collaboration with key distributors allows PURE to rapidly expand our service offerings and customer-first approach across various geographic regions in the United States, along with numerous other benefits to the Company.
Looking ahead, the Company is actively pursuing additional distributor partnerships and working to unveil new application methods and products to enhance operations in the food and beverage sector. This initiative underscores our unwavering commitment to continued innovation, aiming to quickly bring cutting-edge solutions to the market for the benefit of the food producers and their consumers. Our current research and development efforts are focused on collaboration with leaders in academia and scientists in our distribution network to devise innovative “Clean-in-Place” (validated procedures to clean and sanitize food processing equipment without disassembling) solutions that address existing challenges. Once fully vetted, these solutions will help reduce downtime, increase food safety and sanitation protocols, and extend the useful life of expensive filtration membranes.
Robert Bartlett, Chief Executive Officer, stated, “Over the past year, along with our core business, we’ve expanded our business strategy to focus on a distribution business model, allowing us to expand our service offerings across the United States. A distribution model enables a broader reach and a more robust sales effort to reach a wider audience with our SDC technology. Working with our distributors will allow our technical teams to solve unmet demands in the industries they service. With the help of our distribution partners and their networks, we anticipate our solutions will be used proactively to solve food safety issues that continually make headlines. We look forward to sharing our progress with shareholders as we continue to learn and evolve,” 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 of pathogens 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 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. PURE’s mailing address is 771 Jamacha Rd. #512, El Cajon, California 92019 (San Diego County area), serving as its official address for all business requirements. Additional information on PURE is available at www.purebio.com.
Forward-lookingStatements: Any statements in this press release that do not describe historical facts may constitute forward-looking statementsas 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, and expected resultsof the Company’s marketing efforts, the execution of contracts under negotiation, and any other statements concerning assumptionsmade 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 results to differ materially from any forward-lookingstatements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s failure toimplement or otherwise achieve the benefits of its proposed business initiatives and plans; 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, 2024. You should not rely on these forward-looking statements, which speakonly as of the date of this press release. By making these forward-looking statements, the Company undertakes no obligation to updatethese 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, 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 349,000 | $ | 1,095,000 | ||
| Accounts receivable | 298,000 | 285,000 | |||
| Inventories, net | 56,000 | 88,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 27,000 | 61,000 | |||
| Total current assets | 805,000 | 1,604,000 | |||
| Property, plant and equipment, net | 13,000 | 221,000 | |||
| Total assets | 818,000 | $ | 1,825,000 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 601,000 | $ | 422,000 | ||
| Accrued liabilities | 132,000 | 110,000 | |||
| Total current liabilities | 733,000 | 532,000 | |||
| Long-term liabilities | |||||
| Convertible notes payable to related parties | 2,949,000 | 1,021,000 | |||
| Total long-term liabilities | 2,949,000 | 1,021,000 | |||
| Total liabilities | 3,682,000 | 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: 200,000,000 shares authorized, 111,856,473 shares issued and outstanding at July 31, 2024, and July 31, 2023 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,612,000 | 132,398,000 | |||
| Accumulated deficit | (136,595,000 | ) | (133,245,000 | ) | |
| Total stockholders’ equity (deficiency) | (2,864,000 | ) | 272,000 | ||
| Total liabilities and stockholders’ equity (deficiency) | 818,000 | $ | 1,825,000 |
All values are in US Dollars.
PUREBioscience, Inc.
ConsolidatedStatements of Operations
| Year ended | ||||||
|---|---|---|---|---|---|---|
| July 31, | ||||||
| 2024 | 2023 | |||||
| Net product sales | $ | 1,955,000 | $ | 1,871,000 | ||
| Royalty revenue | 8,000 | 6,000 | ||||
| Total revenue | 1,963,000 | 1,877,000 | ||||
| Cost of goods sold | 811,000 | 906,000 | ||||
| Gross Profit | 1,152,000 | 971,000 | ||||
| Operating costs and expenses | ||||||
| Selling, general and administrative | 3,981,000 | 4,302,000 | ||||
| Research and development | 302,000 | 297,000 | ||||
| Impairment of fixed assets | 60,000 | 315,000 | ||||
| Total operating costs and expenses | 4,343,000 | 4,914,000 | ||||
| Loss from operations | (3,191,000 | ) | (3,943,000 | ) | ||
| Other income (expense) | ||||||
| Interest expense, net | (155,000 | ) | (14,000 | ) | ||
| Other income (expense), net | (4,000 | ) | (4,000 | ) | ||
| Total other income (expense) | (159,000 | ) | (18,000 | ) | ||
| Net loss | $ | (3,350,000 | ) | $ | (3,961,000 | ) |
| Basic and diluted net loss per share | $ | (0.03 | ) | $ | (0.04 | ) |
| Shares used in computing basic and diluted net loss per share | 111,856,473 | 111,404,418 |
PUREBioscience, Inc.
ConsolidatedStatements of Stockholders’ Equity (Deficiency)
| 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 | — | — | 262,000 | 262,000 | |||||||||
| Share-based compensation expense - restricted stock units | — | — | 62,000 | 62,000 | |||||||||
| Issuance of common stock for vested restricted stock units | 500,000 | 5,000 | (5,000 | ) | — | ||||||||
| Net loss | — | — | — | (3,961,000 | ) | (3,961,000 | ) | ||||||
| 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 | ) |
PUREBioscience, Inc.
ConsolidatedStatements of Cash Flows
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| July 31, | ||||||
| 2024 | 2023 | |||||
| Operating activities | ||||||
| Net loss | $ | (3,350,000 | ) | $ | (3,961,000 | ) |
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||
| Share-based compensation | 214,000 | 324,000 | ||||
| Impairment of fixed assets | 60,000 | 315,000 | ||||
| Depreciation and amortization | 148,000 | 117,000 | ||||
| Reserve for inventory obsolescence | — | 34,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (13,000 | ) | (84,000 | ) | ||
| Inventories | 32,000 | 57,000 | ||||
| Prepaid expenses | 34,000 | (43,000 | ) | |||
| Accounts payable and accrued liabilities | 201,000 | (43,000 | ) | |||
| Interest on note payable | 143,000 | 6,000 | ||||
| Net cash used in operating activities | (2,531,000 | ) | (3,278,000 | ) | ||
| Investing activities | ||||||
| Purchases of property, plant and equipment | — | (33,000 | ) | |||
| Net cash used in investing activities | — | (33,000 | ) | |||
| Financing activities | ||||||
| Net proceeds from convertible notes payable to related parties | 1,785,000 | 1,015,000 | ||||
| Net cash provided by financing activities | 1,785,000 | 1,015,000 | ||||
| Net decrease in cash, cash equivalents, and restricted cash | (746,000 | ) | (2,296,000 | ) | ||
| Cash, cash equivalents, and restricted cash at beginning of year | 1,170,000 | 3,466,000 | ||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 424,000 | $ | 1,170,000 | ||
| Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 349,000 | $ | 1,095,000 | ||
| Restricted cash | 75,000 | 75,000 | ||||
| Total cash, cash equivalents and restricted cash | $ | 424,000 | $ | 1,170,000 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for taxes | $ | 5,000 | $ | 5,000 |