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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

 

Date of Report (Date of earliest event reported): June 14, 2023

 

PURE BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-14468   33-0530289

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9669 Hermosa Avenue

Rancho Cucamonga, California

  91730
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (619) 596-8600

 

Not applicable

(Former name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement 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 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

  99.1 Press Release, dated June 14, 2023.
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Exhibit 99.1 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, nor shall it be incorporated by reference into any registration 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: June 14, 2023 By: /s/ Robert F. Bartlett
    Robert F. Bartlett
    Chief Executive Officer

 

   

 

 

EXHIBIT INDEX

 

Exhibit

Number

  Description
     
99.1   Press Release, dated June 14, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   

 

 

 

 

Exhibit 99.1

 

 

PURE Bioscience Reports Fiscal 2023 Third Quarter

And Nine-Month Financial Results

 

Update on 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 product sales were $406,000 and $497,000 for the fiscal third quarters ended April 30, 2023 and 2022, respectively. The decrease of $91,000 was attributable to decreased sales across our distribution network servicing the food processing industry.
  Net loss for the fiscal third quarter ended April 30, 2023 was $876,000, compared to $760,000 for the fiscal third quarter ended April 30, 2022. Net loss, excluding share-based compensation, for the fiscal third quarter ended April 30, 2023 was $812,000, compared to $637,000 for the fiscal third quarter ended April 30, 2022.
  Net loss per share was ($0.01) for the fiscal third quarters ended April 30, 2023 and 2022, respectively.

 

Nine Months: Summary of Results of Operations

 

  Net 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 was attributable to decreased sales across our end user and distribution network.
  Net 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 loss, excluding share-based compensation, for the nine months ended April 30, 2023 was $2,654,000, compared to $1,765,000 for the nine months ended April 30, 2022.
  Net loss per share was ($0.03) for the nine months ended April 30, 2023 and 2022, respectively.

 

Business Update

 

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.

 

About PURE 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-looking Statements: Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is 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, expected results of the Company’s marketing efforts, the execution of contracts under negotiation and any other statements concerning assumptions 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 any forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s failure to implement or otherwise achieve the benefits of its proposed business initiatives and plans; economic and other disruptions resulting from COVID-19; acceptance of the Company’s current and future products and services in the marketplace, including the Company’s ability to convert successful evaluations and tests for PURE Control and PURE Hard Surface into customer orders and customers continuing to place product orders as expected and to expand their 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’s ability to raise the funding required to support its continued operations and the implementation of its business plan; the ability of the Company to develop effective new products and receive required regulatory approvals for such products, including the required data and regulatory approvals required to use its SDC-based technology as 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 periodic report filings with the Securities and Exchange Commission (the SEC), including its Form 10-Q for the fiscal first quarter ended October 31, 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 changes after the date of this release.

 

Contact:

 

Mark Elliott, VP Finance

PURE Bioscience, Inc.

Phone: 619-596-8600 ext.: 116

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated Balance Sheets

 

   April 30, 2023   July 31, 2022 
   (Unaudited)      
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 

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated 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 

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

 

   Nine Months Ended April 30, 2023   Nine Months Ended April 30, 2022 
   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 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
Paid-In
   Accumulated   Total
Stockholders’
   Common Stock   Additional
Paid-In
   Accumulated   Total
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 

 

 

 

 

PURE Bioscience, Inc.

Condensed Consolidated 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   $