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 17, 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 March 17, 2023, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended January 31, 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 March 17, 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> March 17, 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 March 17, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
PUREBioscience Reports Fiscal 2023 Second Quarter
AndSix-Month Financial Results
RANCHO CUCAMONGA, CA (March 17, 2023) – PURE Bioscience, Inc. (OTCQB: PURE), creator of the patented non-toxic silver dihydrogen citrate (SDC) antimicrobial, today reported financial results for the fiscal second quarter and six-month period ended January 31, 2023.
Q2:Summary of Results of Operations
| ● | Net<br> product sales were $396,000 and $415,000 for the fiscal second quarter ended January 31, 2023 and 2022, respectively. The decrease<br> of $19,000 was attributable to decreased sales across our distribution network. |
|---|---|
| ● | Net<br> loss for the fiscal second quarter ended January 31, 2023 was $1,060,000, compared to $702,000 for the fiscal second quarter ended<br> January 31, 2022. |
| ● | Net<br> loss, excluding share-based compensation, for the fiscal second quarter ended January 31, 2023 was $933,000, compared to $522,000<br> for the fiscal second quarter ended January 31, 2022. |
| ● | Net<br> loss per share was ($0.01) for the fiscal second quarters ended January 31, 2023 and 2022, respectively. |
SixMonths: Summary of Results of Operations
| ● | Net<br> product sales were $863,000 and $912,000 for the six months ended January 31, 2023 and 2022, respectively. The decrease of $49,000<br> was attributable to decreased sales across our transportation and distribution network. |
|---|---|
| ● | Net<br> loss for the six months ended January 31, 2023 was $2,053,000, compared to $1,498,000 for the six months ended January 31, 2022. |
| ● | Net<br> loss, excluding share-based compensation, for the six months ended January 31, 2023 was $1,842,000, compared to $1,128,000 for the<br> six months ended January 31, 2022. |
| ● | Net<br> loss per share was ($0.02) for the six months ended January 31, 2023 and 2022, respectively. |
BusinessUpdate
New Chief Executive Officer and President
On March 15, 2023 (the “Effective Date”), Tom Y. Lee, the President, Chief Executive Officer and member of the Board of Directors (the “Board”) of Pure Bioscience, Inc. (the “Company”), resigned as the Company’s President and Chief Executive Officer, effective as of the Effective Date. Mr. Lee will continue to serve as a member of the Board.
Additionally, the Board appointed Robert Bartlett, a member of the Board, as the Company’s President and Chief Executive Officer, effective as of the Effective Date.
Mr. Lee said, “I’m happy to announce the appointment of Robert F. Bartlett as Chief Executive Officer of PURE Bioscience. Robert is a proven leader with decades of experience in both large and small corporations. Robert has the skill set required to help the company increase revenue in new and existing market segments. With Robert on board, Tom Myers will transition from the Chief Operating Officer role to Executive Vice President of Technology and Development. This will give Mr. Myers the ability to focus on technical sales, business relationships, and research and development.”
Mr. Bartlett, said, “PURE’s sales over the last year have shown that our sales approach delivered lackluster results. My immediate focus will be to enhance our current customer base along with redirecting our sales efforts into new and existing channels that are showing growth. It’s my belief that we must have the right people in place to manage and grow our sales. Focus and accountability will be paramount as the company builds a new sales strategy.”
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-K for the fiscal year ended July 31, 2022,Form 10-Q for the fiscal first quarter ended October 31, 2022, and Form 10-Q for the fiscal second quarter ended January 31, 2023. Youshould not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. By makingthese forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after thedate 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 | 1,485,000 | $ | 3,391,000 | ||
| Accounts receivable | 156,000 | 201,000 | |||
| Inventories, net | 200,000 | 179,000 | |||
| Restricted cash | 75,000 | 75,000 | |||
| Prepaid expenses | 24,000 | 18,000 | |||
| Total current assets | 1,940,000 | 3,864,000 | |||
| Property, plant and equipment, net | 590,000 | 620,000 | |||
| Total assets | 2,530,000 | $ | 4,484,000 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 347,000 | $ | 488,000 | ||
| Accrued liabilities | 116,000 | 87,000 | |||
| Total current liabilities | 463,000 | 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 January 31, 2023 and at July 31, 2022 | 1,114,000 | 1,114,000 | |||
| Additional paid-in capital | 132,290,000 | 132,079,000 | |||
| Accumulated deficit | (131,337,000 | ) | (129,284,000 | ) | |
| Total stockholders’ equity | 2,067,000 | 3,909,000 | |||
| Total liabilities and stockholders’ equity | 2,530,000 | $ | 4,484,000 |
All values are in US Dollars.
PUREBioscience, Inc.
CondensedConsolidated Statements of Operations
(Unaudited)
| Six Months Ended | Three months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 31, | January 31, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net product sales | $ | 863,000 | $ | 912,000 | $ | 396,000 | $ | 415,000 | ||||
| Royalty revenue | 5,000 | 5,000 | 1,000 | 1,000 | ||||||||
| Total revenue | 868,000 | 917,000 | 397,000 | 416,000 | ||||||||
| Cost of goods sold | 414,000 | 354,000 | 200,000 | 182,000 | ||||||||
| Gross profit | 454,000 | 563,000 | 197,000 | 234,000 | ||||||||
| Operating costs and expenses | ||||||||||||
| Selling, general and administrative | 2,345,000 | 2,150,000 | 1,180,000 | 1,093,000 | ||||||||
| Research and development | 153,000 | 148,000 | 75,000 | 81,000 | ||||||||
| Total operating costs and expenses | 2,498,000 | 2,298,000 | 1,255,000 | 1,174,000 | ||||||||
| Loss from operations | (2,044,000 | ) | (1,735,000 | ) | (1,058,000 | ) | (940,000 | ) | ||||
| Other income (expense) | ||||||||||||
| Gain on extinguishment of indebtedness, net | — | 239,000 | — | 239,000 | ||||||||
| Other income (expense), net | (5,000 | ) | — | — | — | |||||||
| Interest expense, net | (4,000 | ) | (2,000 | ) | (2,000 | ) | (1,000 | ) | ||||
| Total other income (expense) | (9,000 | ) | 237,000 | (2,000 | ) | 238,000 | ||||||
| Net loss | $ | (2,053,000 | ) | $ | (1,498,000 | ) | $ | (1,060,000 | ) | $ | (702,000 | ) |
| Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
| Shares used in computing basic and diluted net loss per share | 111,356,473 | 87,652,761 | 111,356,473 | 87,873,141 |
PUREBioscience, Inc.
CondensedConsolidated Statement of Stockholders’ Equity
(Unaudited)
| Six<br> Months Ended January 31, 2023 | Six<br> Months Ended January 31, 2022 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||
| Balances<br> 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<br> compensation expense - stock options | — | — | 169,000 | — | 169,000 | — | — | 328,000 | — | 328,000 | ||||||||||||||
| Share-based<br> compensation expense - restricted stock units | — | — | 42,000 | — | 42,000 | — | — | 42,000 | — | 42,000 | ||||||||||||||
| Issuance<br> of common stock for vested restricted stock units | — | — | 650,000 | 6,000 | (6,000 | — | — | |||||||||||||||||
| Net<br> loss | — | — | — | (2,053,000 | ) | (2,053,000 | ) | — | — | — | (1,498,000 | ) | (1,498,000 | ) | ||||||||||
| Balances<br> at end 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 | ||||
| Three<br> Months Ended January 31, 2023 | Three<br> Months Ended January 31, 2022 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | Common<br> Stock | Additional<br><br> Paid-In | Accumulated | Total<br><br> Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||
| Balances<br> at beginning of period (Unaudited) | 111,356,473 | $ | 1,114,000 | $ | 132,163,000 | $ | (130,277,000 | ) | $ | 3,000,000 | 87,873,141 | $ | 879,000 | $ | 128,437,000 | $ | (126,589,000 | ) | $ | 2,727,000 | ||||
| Share-based<br> compensation expense - stock options | — | — | 106,000 | — | 106,000 | — | — | 159,000 | — | 159,000 | ||||||||||||||
| Share-based<br> compensation expense - restricted stock units | — | — | 21,000 | — | 21,000 | — | — | 21,000 | — | 21,000 | ||||||||||||||
| Net<br> loss | — | — | — | (1,060,000 | ) | (1,060,000 | ) | — | — | — | (702,000 | ) | (702,000 | ) | ||||||||||
| Balances<br> at end 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 |
PUREBioscience, Inc.
CondensedConsolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| January 31, | ||||||
| 2023 | 2022 | |||||
| Operating activities | ||||||
| Net loss | $ | (2,053,000 | ) | $ | (1,498,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Share-based compensation | 211,000 | 370,000 | ||||
| Depreciation and amortization | 67,000 | 110,000 | ||||
| Gain on extinguishment of indebtedness | — | (239,000 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 45,000 | 162,000 | ||||
| Inventories | (21,000 | ) | 33,000 | |||
| Prepaid expenses | (6,000 | ) | 3,000 | |||
| Accounts payable and accrued liabilities | (112,000 | ) | (147,000 | ) | ||
| Net cash used in operating activities | (1,869,000 | ) | (1,206,000 | ) | ||
| Investing activities | ||||||
| Purchases of property, plant and equipment | (37,000 | ) | (53,000 | ) | ||
| Net cash used in investing activities | (37,000 | ) | (53,000 | ) | ||
| Net decrease in cash, cash equivalents, and restricted cash | (1,906,000 | ) | (1,259,000 | ) | ||
| 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 | $ | 1,560,000 | $ | 1,206,000 | ||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 1,485,000 | $ | 1,131,000 | ||
| Restricted cash | $ | 75,000 | $ | 75,000 | ||
| Total cash, cash equivalents and restricted cash | $ | 1,560,000 | $ | 1,206,000 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for taxes | $ | 5,000 | — |