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 16, 2026
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 16, 2026, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal second quarter ended January 31, 2026 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 16, 2026. |
|---|---|
| 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 16, 2026 | By: | /s/ Robert F. Bartlett |
| Robert<br> F. Bartlett | ||
| Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated March 16, 2026. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal Second Quarter 2026
FinancialResults
EL CAJON, Calif. – 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, 2026.
Summaryof Results – Fiscal Second Quarter Operations
| ● | Net<br> product sales were $443,000 and $391,000 for the fiscal second quarters ended January 31, 2026 and 2025, respectively. The increase<br> of $52,000 was attributable to increased sales across our end-user network. |
|---|---|
| ● | Net<br> loss for the fiscal second quarter ended January 31, 2026 was $785,000, compared to $798,000 for the fiscal second quarter ended<br> January 31, 2025. During the current quarter, selling, general and administrative expenses decreased by $24,000 due to reductions<br> in board fees and personnel costs. These reductions were offset by increased interest expense related to the Company’s notes<br> payable balance. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal second quarter ended January 31, 2026, was $727,000, compared to $771,000<br> for the fiscal second quarter ended January 31, 2025. |
| ● | Net<br> loss per share was ($0.01) for the fiscal second quarters ended January 31, 2026 and 2025, respectively. |
Summaryof Results – Prior Six Months
| ● | Net<br> product sales were $1,150,000 and $946,000 for the six months ended January 31, 2026 and 2025, respectively. The increase of $204,000<br> was attributable to increased sales across our end-user network. |
|---|---|
| ● | Net<br> loss for the six months ended January 31, 2026 was $1,249,000, compared to $1,487,000 for the six months ended January 31, 2025.<br> Selling, general and administrative expenses decreased by $162,000 due to reductions in board fees and personnel costs. These reductions<br> were offset by increased interest expense related to the Company’s notes payable balance. |
| ● | Net<br> loss, excluding share-based compensation, for the six months ended January 31, 2026, was $1,157,000, compared to $1,403,000 for the<br> six months ended January 31, 2025. |
| ● | Net<br> loss per share was ($0.01) for the six months ended January 31, 2026 and 2025, respectively. |
BusinessUpdate
| ● | We<br> received the long-awaited USDA Biobased Product Certification on our new product, PURE Clean. |
|---|---|
| ● | We<br> expect to officially launch PURE Clean and fulfill pre-orders in the fiscal third quarter. |
| ● | PURE<br> continues to validate and roll out our new in-plant dairy applications through testing and trial at Cal Poly San Luis Obispo. |
| ● | We<br> began a new marketing campaign directly targeting dairy farmers, which highlights our new membrane and pasteurizer treatments. |
| ● | We<br> started exploring new opportunities with our key partner, Quip Laboratories, in the biomedical space, a new vertical market. |
| ● | Our<br> distribution partner, Bonsai, is leveraging its online platform to expand promotion and sales of PURE products with the business-to-business<br> janitorial and sanitation market, while strategically broadening consumer access. |
| ● | PURE<br> has seen continued growth in the sale of products and equipment in the transportation industry, facilitated by the development of<br> new equipment specifically designed for trailer treatments. |
Tim Steffensmeier, Vice President of Sales, stated, “The Company is advancing with disciplined execution. We are converting in-plant validations into recurring commercial programs, deepening our presence within the food and beverage vertical, and preparing to launch PURE Clean following its USDA BioPreferred® Program certification. At the same time, we are strategically expanding into the food transportation sector and the biomedical space through focused partnerships, while positioning PURE solutions for broader market accessibility through complementary channels. Our priority is clear - accelerate adoption, diversify with intention, and expand market reach to drive sustained revenue growth.”
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, Form 10-Q for the fiscal first quarter ended October31, 2025, and Form 10-Q for the fiscal second quarter ended January 31, 2026. 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.
619-596-8600
PUREBioscience, Inc.
CondensedConsolidated Balance Sheets
| July 31, 2025 | |||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 198,000 | $ | 334,000 | ||
| Accounts receivable | 252,000 | 474,000 | |||
| Inventories, net | 244,000 | 141,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 10,000 | 23,000 | |||
| Total current assets | 779,000 | 1,047,000 | |||
| Property, plant and equipment, net | 9,000 | 11,000 | |||
| Total assets | 788,000 | $ | 1,058,000 | ||
| Liabilities and stockholders’ deficiency | |||||
| Current liabilities | |||||
| Accounts payable | 767,000 | $ | 784,000 | ||
| Convertible notes payable to related parties, current | 2,139,000 | — | |||
| Accrued liabilities | 149,000 | 154,000 | |||
| Total current liabilities | 3,055,000 | 938,000 | |||
| Convertible notes payable to related parties, non-current | 4,006,000 | 5,236,000 | |||
| Total liabilities | 7,061,000 | 6,174,000 | |||
| 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 January 31, 2026, and July 31, 2025 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,851,000 | 132,759,000 | |||
| Accumulated deficit | (140,243,000 | ) | (138,994,000 | ) | |
| Total stockholders’ deficiency | (6,273,000 | ) | (5,116,000 | ) | |
| Total liabilities and stockholders’ deficiency | 788,000 | $ | 1,058,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Six Months Ended | Three months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 31, | January 31, | |||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Net product sales | $ | 1,150,000 | $ | 946,000 | $ | 443,000 | $ | 391,000 | ||||
| Royalty revenue | 2,000 | 1,000 | 1,000 | — | ||||||||
| Total revenue | 1,152,000 | 947,000 | 444,000 | 391,000 | ||||||||
| Cost of goods sold | 464,000 | 395,000 | 206,000 | 164,000 | ||||||||
| Gross profit | 688,000 | 552,000 | 238,000 | 227,000 | ||||||||
| Operating costs and expenses | ||||||||||||
| Selling, general and administrative | 1,590,000 | 1,752,000 | 847,000 | 871,000 | ||||||||
| Research and development | 160,000 | 152,000 | 74,000 | 81,000 | ||||||||
| Total operating costs and expenses | 1,750,000 | 1,904,000 | 921,000 | 952,000 | ||||||||
| Loss from operations | (1,062,000 | ) | (1,352,000 | ) | (683,000 | ) | (725,000 | ) | ||||
| Other income (expense) | ||||||||||||
| Other income (expense), net | 8,000 | (3,000 | ) | (1,000 | ) | (3,000 | ) | |||||
| Interest expense, net | (195,000 | ) | (132,000 | ) | (101,000 | ) | (70,000 | ) | ||||
| Total other income (expense) | (187,000 | ) | (135,000 | ) | (102,000 | ) | (73,000 | ) | ||||
| Net loss | $ | (1,249,000 | ) | $ | (1,487,000 | ) | $ | (785,000 | ) | $ | (798,000 | ) |
| Basic and diluted net loss per share | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing basic and diluted net loss per share | 111,886,473 | 111,856,473 | 111,886,473 | 111,856,473 |