8-K

PURE BIOSCIENCE, INC. (PURE)

8-K 2021-01-27 For: 2021-01-20
View Original
Added on April 06, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d)

ofthe Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): January 20, 2021

PUREBIOSCIENCE, 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. [  ]

Item5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting (the “Annual Meeting”) on January 20, 2021. Of the 87,072,963 shares of the Company’s common stock outstanding as of the record date, 53,613,132 shares, or 61.57%, were represented at the Annual Meeting either in person or by proxy.

A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The number of votes cast “For” and “Withheld” and “Against” and the number of “Abstentions” and “Broker Non-Votes” with respect to each matter voted upon are set forth below.

(1) Election of Directors. The Company’s stockholders elected each of Tom Y. Lee, CPA, Ivan Chen, Tom Myers, Kristin A. Taylor, and David M. Rendall, with the approval of 98.55%, 98.92%, 97.82%, 96.64%, and 96.64%, of the votes cast, respectively, to hold office until next year’s Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following table shows the tabulation of the votes cast For and Withheld with respect to the election of each of the director nominees as well as the Broker Non-Votes submitted for each director nominee:

Director For Withheld Broker Non-Votes
Tom Y. Lee, CPA 42,209,083 620,026 10,784,023
Ivan Chen 42,366,547 462,562 10,784,023
Tom Myers 41,894,791 934,318 10,784,023
Kristin A. Taylor 41,390,015 1,439,094 10,784,023
David M. Rendall 41,389,643 1,439,466 10,784,023

(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A., with the approval of 99.47% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2021. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

For Against Abstentions
53,089,597 283,231 240,304

(3) Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers, with the approval of 88.41% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:

For Against Abstentions Broker Non-Votes
37,630,723 4,930,481 267,905 10,784,023

(4) Amendment and Restatement of 2017 Equity Incentive Plan. The Company’s stockholders approved the amendment and restatement of the 2017 Equity Incentive Plan to increase the number of shares reserved under the plan by 5,000,000, with the approval of 84.0% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:

For Against Abstentions Broker Non-Votes
35,349,633 6,728,702 750,774 10,784,023

(5) Amendment to Certificate of Incorporation. The Company’s stock-holders approved an amendment to our Certificate of Incorporation to increase the authorized number of shares of Common Stock from 100,000,000 to 150,000,000 shares, with the approval of 84.57% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

For Against Abstentions
45,297,951 8,263,145 52,036

No other items were presented for stockholder approval at the Annual Meeting.

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> January 27, 2021 By: /s/ Tom Y. Lee
Tom<br> Y. Lee
Chief<br> Executive Officer