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 16, 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 December 16, 2024, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended October 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 December 16, 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> December 16, 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 December 16, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal First Quarter 2025
FinancialResults
EL CAJON, Calif. - (December 16, 2024) – 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, 2024.
Summaryof Results – Fiscal First Quarter Operations
| ● | Net<br> product sales were $555,000 and $718,000 for the fiscal first quarters ended October 31,<br> 2024 and 2023, respectively. The decrease of $163,000 was attributable to budgetary constraints<br> of a large end-use customer. |
|---|---|
| ● | Net<br> loss for the fiscal first quarter ended October 31, 2024, was $689,000, compared to $735,000<br> for the fiscal first quarter ended October 31, 2023. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal first quarter ended October 31,<br> 2024, was $632,000, compared to $655,000 for the fiscal first quarter ended October 31, 2023. |
| ● | Net<br> loss per share was ($0.01) for the fiscal first quarter ended October 31, 2024 and 2023,<br> respectively. |
Robert Bartlett, Chief Executive Officer, stated, “To expand on my recent comment from October 29th, we are continuing to diligently grow our business strategy with key distributors. Although this process is taking longer than expected, it allows us to broaden our product offerings across a larger customer base in the food and beverage industry. Significant resources are being dedicated to onboarding new distributors, providing the necessary training, and ensuring the proper marketing of our products, which will continue into 2025. This year’s first-quarter revenue was anticipated to be lower than the previous year due to an unexpected interruption in the flow of products to one of our major customers in 2024 and the lack of replacement revenue thus far,” 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 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 Control and PURE Hard Surface into customer orders and customers continuing to place product orders as expected andto expand their use of the Company’s products; the Company’s ability to maintain relationships with its partners and othercounterparties; 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 businessplan; the ability of the Company to develop effective new products and receive required regulatory approvals for such products, includingthe required data and regulatory approvals required to use its SDC-based technology as a direct food contact processing aid in raw meatprocessing; competitive factors, including customer acceptance of the Company’s SDC-based products that are typically more expensivethan existing treatment chemicals; dependence upon third-party vendors, including to manufacture its products; and other risks detailedin the Company’s periodic report filings with the Securities and Exchange Commission (the SEC), including its Form 10-K for thefiscal year ended July 31, 2024 and Form 10-Q for the fiscal first quarter ended October 31, 2024. You should not place undue relianceon 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
PUREBioscience, Inc.
CondensedConsolidated Balance Sheets
| July 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 346,000 | $ | 349,000 | ||
| Accounts receivable | 371,000 | 298,000 | |||
| Inventories, net | 72,000 | 56,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 47,000 | 27,000 | |||
| Total current assets | 911,000 | 805,000 | |||
| Property, plant and equipment, net | 13,000 | 13,000 | |||
| Total assets | 924,000 | $ | 818,000 | ||
| Liabilities and stockholders’ deficiency | |||||
| Current liabilities | |||||
| Accounts payable | 718,000 | $ | 601,000 | ||
| Accrued liabilities | 193,000 | 132,000 | |||
| Total current liabilities | 911,000 | 733,000 | |||
| Long-term liabilities | |||||
| Convertible notes payable to related parties | 3,509,000 | 2,949,000 | |||
| Total long-term liabilities | 3,509,000 | 2,949,000 | |||
| Total liabilities | 4,420,000 | 3,682,000 | |||
| 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, 111,856,473 shares issued and outstanding at October 31, 2024, and July 31, 2024 | 1,119,000 | 1,119,000 | |||
| Additional paid-in capital | 132,669,000 | 132,612,000 | |||
| Accumulated deficit | (137,284,000 | ) | (136,595,000 | ) | |
| Total stockholders’ deficiency | (3,496,000 | ) | (2,864,000 | ) | |
| Total liabilities and stockholders’ deficiency | 924,000 | $ | 818,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| October 31, | ||||||
| 2024 | 2023 | |||||
| Net product sales | $ | 555,000 | $ | 718,000 | ||
| Royalty revenue | 1,000 | 4,000 | ||||
| Total revenue | 556,000 | 722,000 | ||||
| Cost of goods sold | 231,000 | 280,000 | ||||
| Gross Profit | 325,000 | 442,000 | ||||
| Operating costs and expenses | ||||||
| Selling, general and administrative | 881,000 | 1,073,000 | ||||
| Research and development | 71,000 | 80,000 | ||||
| Total operating costs and expenses | 952,000 | 1,153,000 | ||||
| Loss from operations | (627,000 | ) | (711,000 | ) | ||
| Other income (expense) | ||||||
| Interest expense to related parties, net | (62,000 | ) | (24,000 | ) | ||
| Total other income (expense) | (62,000 | ) | (24,000 | ) | ||
| Net loss | $ | (689,000 | ) | $ | (735,000 | ) |
| Basic and diluted net loss per share | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing basic and diluted net loss per share | 111,856,473 | 111,856,473 |
PUREBioscience, Inc.
CondensedConsolidated Statement of Stockholders’ Deficiency
(Unaudited)
| Common Stock | Additional<br> <br>Paid-In | Accumulated | Total<br> <br>Stockholders’ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Capital | Deficit | Deficiency | ||||||||
| Balance July 31, 2024 | 111,856,473 | $ | 1,119,000 | $ | 132,612,000 | $ | (136,595,000 | ) | $ | (2,864,000 | ) | |
| Share-based compensation expense - stock options | — | — | 57,000 | — | 57,000 | |||||||
| Net loss | — | — | — | (689,000 | ) | (689,000 | ) | |||||
| Balance October 31, 2024 (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,669,000 | $ | (137,284,000 | ) | $ | (3,496,000 | ) | |
| Common Stock | Additional<br> <br>Paid-In | Accumulated | Total<br> <br>Stockholders’ | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shares | Amount | Capital | Deficit | Deficiency | ||||||||
| Balance July 31, 2023 | 111,856,473 | $ | 1,119,000 | $ | 132,398,000 | $ | (133,245,000 | ) | $ | 272,000 | ||
| Share-based compensation expense - stock options | — | — | 80,000 | — | 80,000 | |||||||
| Net loss | — | — | — | (735,000 | ) | (735,000 | ) | |||||
| Balance October 31, 2023 (Unaudited) | 111,856,473 | $ | 1,119,000 | $ | 132,478,000 | $ | (133,980,000 | ) | $ | (383,000 | ) |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| October 31, | ||||||
| 2024 | 2023 | |||||
| Operating activities | ||||||
| Net loss | $ | (689,000 | ) | $ | (735,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 57,000 | 80,000 | ||||
| Depreciation | — | 37,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (73,000 | ) | (62,000 | ) | ||
| Inventories | (16,000 | ) | (16,000 | ) | ||
| Prepaid expenses | (20,000 | ) | (39,000 | ) | ||
| Accounts payable and accrued liabilities | 178,000 | 274,000 | ||||
| Interest on note payable | 60,000 | 21,000 | ||||
| Net cash used in operating activities | (503,000 | ) | (440,000 | ) | ||
| Financing activities | ||||||
| Net proceeds from note payable to related parties | 500,000 | 785,000 | ||||
| Net cash provided by financing activities | 500,000 | 785,000 | ||||
| Net increase (decrease) in cash and cash equivalents, and restricted cash | (3,000 | ) | 345,000 | |||
| Cash and cash equivalents, and restricted cash at beginning of period | 424,000 | 1,170,000 | ||||
| Cash and cash equivalents, and restricted cash at end of period | $ | 421,000 | $ | 1,515,000 | ||
| Reconciliation of cash and cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 346,000 | $ | 1,440,000 | ||
| Restricted cash | 75,000 | 75,000 | ||||
| Total cash and cash equivalents and restricted cash | $ | 421,000 | $ | 1,515,000 |