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): June 14, 2023
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. ☐
Item2.02. Results of Operations and Financial Condition.
On June 14, 2023, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended April 30, 2023 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 June 14, 2023. |
|---|---|
| 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> June 14, 2023 | 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 June 14, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal 2023 Third Quarter
AndNine-Month Financial Results
Updateon Business Segments and PURE’s SDC-Based Antimicrobial Solutions
RANCHO CUCAMONGA, CA (June 14, 2023) – PURE Bioscience, Inc. (OTCQB: PURE), creator of the patented non-toxic silver dihydrogen citrate (SDC) antimicrobial, today reported financial results for the fiscal third quarter and nine-month period ended April 30, 2023.
Q3:Summary of Results of Operations
| ● | Net<br> product sales were $406,000 and $497,000 for the fiscal third quarters ended April 30, 2023 and 2022, respectively. The decrease<br> of $91,000 was attributable to decreased sales across our distribution network servicing the food processing industry. |
|---|---|
| ● | Net<br> loss for the fiscal third quarter ended April 30, 2023 was $876,000, compared to $760,000 for the fiscal third quarter ended April<br> 30, 2022. Net loss, excluding share-based compensation, for the fiscal third quarter ended April 30, 2023 was $812,000, compared<br> to $637,000 for the fiscal third quarter ended April 30, 2022. |
| ● | Net<br> loss per share was ($0.01) for the fiscal third quarters ended April 30, 2023 and 2022, respectively. |
NineMonths: Summary of Results of Operations
| ● | Net<br> product sales were $1,269,000 and $1,409,000 for the nine months ended April 30, 2023 and 2022, respectively. The decrease of $140,000<br> was attributable to decreased sales across our end user and distribution network. |
|---|---|
| ● | Net<br> loss for the nine months ended April 30, 2023 was $2,929,000, compared to $2,258,000 for the nine months ended April 30, 2022. Net<br> loss, excluding share-based compensation, for the nine months ended April 30, 2023 was $2,654,000, compared to $1,765,000 for the<br> nine months ended April 30, 2022. |
| ● | Net<br> loss per share was ($0.03) for the nine months ended April 30, 2023 and 2022, respectively. |
BusinessUpdate
PURE Bioscience continues to build a solid foundation by growing a world-class sales team, rolling out tier-pricing programs which incentivize and reward customers and distributors for using our products, and launching top-notch marketing.
PURE Bioscience’s farm-to-fork solutions continue to be the smart choice for micro-mitigation across all segments and industries. We continue to be a trusted name in the industry and are viewed as a proactive solution rather than simply a reactive one. Companies who covet brand protection and have their consumers’ safety front of mind are recognizing the value in the routine use of our SDC technology.
Our assisted automation solutions continue to add value, and we are committed to focusing on the development of additional applications. These innovative and advanced applications, combined with our novel SDC chemistry, will support food companies in their quest for adequate food safety measures, labor cost savings, increased line availability, slashed water usage for sanitation, and help minimize their carbon footprint by reducing disposable plastics from current processes.
With the recent addition of new team members and business partners, we are poised to reach a broader customer base and provide more hands-on support as we grow our business. Increasing brand awareness and solutions are paramount to our success. With the guidance of our new leadership team and marketing firm, PURE Bioscience will be releasing additional marketing videos, literature, and tradeshow materials. As our brand awareness and solutions continue to expand, our leadership has received invitations to attend and speak at various key industry events as subject matter experts and solution providers to the food industry.
Robert Bartlett, Chief Executive Officer, said, “PURE’s performance in FYQ3 and YTD, are reflective of the markets we are not servicing to their full potential. Additionally, one of our key distributors has experienced a major downturn in their respective business, negatively impacting PURE. One bright spot is our food division sales have shown a positive increase that has absorbed most of the losses associated with this distributor. With that said, we still must do a much better job. In FYQ3, we established a new “Sales and Marketing Program” focusing on our current customers along with an emphasis on growing new business. This program is being led by Tim Steffensmeier, VP Food Division, Tyler Mattson, VP Key Accounts / Technology, and Tucker Reigner, VP Channel Sales and Marketing. PURE has hired additional industry sales professionals to better serve our current markets and expand into additional markets. We are committed to monitoring these efforts and will adapt as necessary. Our objective is to understand the challenges the industry and our customers are facing from a food safety and environmental perspective and then support them using PURE’s innovative SDC solutions and application methods. This new approach has led to several trials, as well as the purchase of application equipment to treat various food plants using our SDC technology. Our new additional sales professionals, along with further distributor support, should help us improve service to our current customer base and reach out to additional markets,” concluded Bartlett.
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, 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; economic and other disruptionsresulting from COVID-19; acceptance of the Company’s current and future products and services in the marketplace, including theCompany’s ability to convert successful evaluations and tests for PURE Control and PURE Hard Surface into customer orders and customerscontinuing to place product orders as expected and to expand their use of the Company’s products; the Company’s ability tomaintain relationships with its partners and other counterparties; the Company’s ability to generate sufficient revenues and reduceits operating expenses in order to reach profitability; the Company’s ability to raise the funding required to support its continuedoperations and the implementation of its business plan; the ability of the Company to develop effective new products and receive requiredregulatory approvals for such products, including the required data and regulatory approvals required to use its SDC-based technologyas a direct food contact processing aid in raw meat processing and to expand its use in OLR poultry processing; competitive factors,including customer acceptance of the Company’s SDC-based products that are typically more expensive than existing treatment chemicals;dependence upon third-party vendors, including to manufacture its products; and other risks detailed in the Company’s periodicreport filings with the Securities and Exchange Commission (the SEC), including its Form 10-Q for the fiscal first quarter ended October31, 2022, Form 10-Q for the fiscal second quarter ended January 31, 2023, and Form 10-Q for the fiscal third quarter ended April 30,2023. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release.By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changesafter 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, 2022 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 781,000 | $ | 3,391,000 | ||
| Accounts receivable | 188,000 | 201,000 | |||
| Inventories, net | 149,000 | 179,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 37,000 | 18,000 | |||
| Total current assets | 1,230,000 | 3,864,000 | |||
| Property, plant and equipment, net | 594,000 | 620,000 | |||
| Total assets | 1,824,000 | $ | 4,484,000 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 432,000 | $ | 488,000 | ||
| Accrued liabilities | 137,000 | 87,000 | |||
| Total current liabilities | 569,000 | 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 April 30, 2023 and at July 31, 2022 | 1,114,000 | 1,114,000 | |||
| Additional paid-in capital | 132,354,000 | 132,079,000 | |||
| Accumulated deficit | (132,213,000 | ) | (129,284,000 | ) | |
| Total stockholders’ equity | 1,255,000 | 3,909,000 | |||
| Total liabilities and stockholders’ equity | 1,824,000 | $ | 4,484,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Nine Months Ended | Three months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 30, | April 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net product sales | $ | 1,269,000 | $ | 1,409,000 | $ | 406,000 | $ | 497,000 | ||||
| Royalty revenue | 6,000 | 32,000 | 1,000 | 27,000 | ||||||||
| Total revenue | 1,275,000 | 1,441,000 | 407,000 | 524,000 | ||||||||
| Cost of goods sold | 625,000 | 553,000 | 211,000 | 199,000 | ||||||||
| Gross profit | 650,000 | 888,000 | 196,000 | 325,000 | ||||||||
| Operating costs and expenses | ||||||||||||
| Selling, general and administrative | 3,342,000 | 3,127,000 | 997,000 | 977,000 | ||||||||
| Research and development | 227,000 | 255,000 | 74,000 | 107,000 | ||||||||
| Total operating costs and expenses | 3,569,000 | 3,382,000 | 1,071,000 | 1,084,000 | ||||||||
| Loss from operations | (2,919,000 | ) | (2,494,000 | ) | (875,000 | ) | (759,000 | ) | ||||
| Other income (expense) | ||||||||||||
| Gain on extinguishment of indebtedness, net | — | 239,000 | — | — | ||||||||
| Other income (expense), net | (4,000 | ) | — | 1,000 | ||||||||
| Interest expense, net | (6,000 | ) | (3,000 | ) | (2,000 | ) | (1,000 | ) | ||||
| Total other income (expense) | (10,000 | ) | 236,000 | (1,000 | ) | (1,000 | ) | |||||
| Net loss | $ | (2,929,000 | ) | $ | (2,258,000 | ) | $ | (876,000 | ) | $ | (760,000 | ) |
| Basic and diluted net loss per share | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing basic and diluted net loss per share | 111,356,473 | 87,741,639 | 111,356,473 | 87,925,388 |
PUREBioscience, Inc.
CondensedConsolidated Statement of Stockholders’ Equity
(Unaudited)
| Nine Months Ended April 30, 2023 | Nine Months Ended April 30, 2022 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 111,356,473 | $ | 1,114,000 | $ | 132,079,000 | $ | (129,284,000 | ) | $ | 3,909,000 | 87,223,141 | $ | 873,000 | $ | 128,253,000 | $ | (125,793,000 | ) | $ | 3,333,000 | |||||
| Share-based compensation expense - stock options | — | — | 213,000 | — | 213,000 | — | — | 431,000 | — | 431,000 | |||||||||||||||
| Share-based compensation expense - restricted stock units | — | — | 62,000 | — | 62,000 | — | — | 62,000 | — | 62,000 | |||||||||||||||
| Issuance of common stock for vested restricted stock units | — | — | — | — | — | 800,000 | 8,000 | (8,000 | ) | — | — | ||||||||||||||
| Net loss | — | — | — | (2,929,000 | ) | (2,929,000 | ) | — | — | — | (2,258,000 | ) | (2,258,000 | ) | |||||||||||
| Balances at end of period (Unaudited) | 111,356,473 | $ | 1,114,000 | $ | 132,354,000 | $ | (132,213,000 | ) | $ | 1,255,000 | 88,023,141 | $ | 881,000 | $ | 128,738,000 | $ | (128,051,000 | ) | $ | 1,568,000 | |||||
| Three Months Ended April 30, 2023 | Three Months Ended April 30, 2022 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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) | 111,356,473 | $ | 1,114,000 | $ | 132,290,000 | $ | (131,337,000 | ) | $ | 2,067,000 | 87,873,141 | $ | 879,000 | $ | 128,617,000 | $ | (127,291,000 | ) | $ | 2,205,000 | |||||
| Share-based compensation expense - stock options | — | — | 44,000 | — | 44,000 | — | — | 103,000 | — | 103,000 | |||||||||||||||
| Share-based compensation expense - restricted stock units | — | — | 20,000 | — | 20,000 | — | — | 20,000 | — | 20,000 | |||||||||||||||
| Issuance of common stock for vested restricted stock units | — | — | — | — | — | 150,000 | 2,000 | (2,000 | ) | — | — | ||||||||||||||
| Net loss | — | — | — | (876,000 | ) | (876,000 | ) | — | — | — | (760,000 | ) | (760,000 | ) | |||||||||||
| Balances at end of period (Unaudited) | 111,356,473 | $ | 1,114,000 | $ | 132,354,000 | $ | (132,213,000 | ) | $ | 1,255,000 | 88,023,141 | $ | 881,000 | $ | 128,738,000 | $ | (128,051,000 | ) | $ | 1,568,000 |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| April 30, | ||||||
| 2023 | 2022 | |||||
| Operating activities | ||||||
| Net loss | $ | (2,929,000 | ) | $ | (2,258,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 275,000 | 493,000 | ||||
| Depreciation and amortization | 102,000 | 162,000 | ||||
| Reserve for inventory obsolescence | 40,000 | — | ||||
| Gain on extinguishment of indebtedness | — | (239,000 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 13,000 | 170,000 | ||||
| Inventories | (10,000 | ) | 31,000 | |||
| Prepaid expenses | (19,000 | ) | 7,000 | |||
| Accounts payable and accrued liabilities | (6,000 | ) | (181,000 | ) | ||
| Net cash used in operating activities | (2,534,000 | ) | (1,815,000 | ) | ||
| Investing activities | ||||||
| Purchases of property, plant and equipment | (76,000 | ) | (64,000 | ) | ||
| Net cash used in investing activities | (76,000 | ) | (64,000 | ) | ||
| Net decrease in cash, cash equivalents, and restricted cash | (2,610,000 | ) | (1,879,000 | ) | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 3,466,000 | 2,465,000 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 856,000 | $ | 586,000 | ||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 781,000 | $ | 511,000 | ||
| Restricted cash | $ | 75,000 | $ | 75,000 | ||
| Total cash, cash equivalents and restricted cash | $ | 856,000 | $ | 586,000 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for taxes | $ | 5,000 | $ | — |