PURE PURE Bioscience Inc (PK)

 

 

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): October 29, 2024

 

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.)

 

771 Jamacha Rd., #512 El Cajon, California		92019
(Address of principal executive offices)		(Zip Code)

 

9669 Hermosa Avenue Rancho Cucamonga, California		91730
(Address of principal executive offices)		(Zip Code)

 

 

(Former name or former address, if changed since last report)

 

Registrant’s telephone 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 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 October 29, 2024, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal year ended July 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

	99.1	Press Release, dated October 29, 2024.
	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: October 29, 2024	By:	/s/ Robert F. Bartlett
		Robert F. Bartlett
		Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release, dated October 29, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

Exhibit 99.1

 

 

PURE Bioscience Reports Fiscal 2024

Financial Results

 

El CAJON, CA – 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 year ended July 31, 2024.

 

Summary of Results – Year-End Operations

 

	●	Net product sales were $1,955,000 and $1,871,000 for the fiscal year ended July 31, 2024 and 2023, respectively. The increase of $84,000 was attributable to increased sales across our distribution network.
	●	Net loss for the fiscal year ended July 31, 2024 was ($3.4 million), compared to ($3.9 million) for the fiscal year ended July 31, 2023.
	●	Net loss, excluding share-based compensation, for the fiscal year ended July 31, 2024 was ($3.1 million), compared to ($3.6 million) for the fiscal year ended July 31, 2023.
	●	Net loss per share was ($0.03) for the fiscal year ended July 31, 2024, compared to ($0.04) for the fiscal year ended July 31, 2023.
	●	Net cash used in operations for the fiscal year ended July 31, 2024 was ($2.5 million), compared to ($3.3 million) for the fiscal year ended July 31, 2023.

 

Business Update

 

During the second quarter of fiscal year 2024, PURE strategically expanded its business approach. Our previous end-use customer strategy showed promise but did not accelerate growth as much as we expected. Consequently, the Company shifted its focus to developing and implementing a distribution model. Over the past several months, we have successfully partnered with multiple distributors, as highlighted in the Company’s recent press releases. This strategic collaboration with key distributors allows PURE to rapidly expand our service offerings and customer-first approach across various geographic regions in the United States, along with numerous other benefits to the Company.

 

Looking ahead, the Company is actively pursuing additional distributor partnerships and working to unveil new application methods and products to enhance operations in the food and beverage sector. This initiative underscores our unwavering commitment to continued innovation, aiming to quickly bring cutting-edge solutions to the market for the benefit of the food producers and their consumers. Our current research and development efforts are focused on collaboration with leaders in academia and scientists in our distribution network to devise innovative “Clean-in-Place” (validated procedures to clean and sanitize food processing equipment without disassembling) solutions that address existing challenges. Once fully vetted, these solutions will help reduce downtime, increase food safety and sanitation protocols, and extend the useful life of expensive filtration membranes.

 

Robert Bartlett, Chief Executive Officer, stated, “Over the past year, along with our core business, we’ve expanded our business strategy to focus on a distribution business model, allowing us to expand our service offerings across the United States. A distribution model enables a broader reach and a more robust sales effort to reach a wider audience with our SDC technology. Working with our distributors will allow our technical teams to solve unmet demands in the industries they service. With the help of our distribution partners and their networks, we anticipate our solutions will be used proactively to solve food safety issues that continually make headlines. We look forward to sharing our progress with shareholders as we continue to learn and evolve,” concluded Bartlett.

 

 

About PURE 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-looking Statements: Any statements in this press release that do not describe historical facts may constitute forward-looking statements as 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, and 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 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; 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-K for the fiscal year ended July 31, 2024. You should not rely 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.

Consolidated Balance Sheets

 

		July 31, 2024				July 31, 2023
Assets
Current assets
Cash and cash equivalents		$	349,000			$	1,095,000
Accounts receivable			298,000				285,000
Inventories, net			56,000				88,000
Restricted cash			75,000				75,000
Prepaid expenses			27,000				61,000
Total current assets			805,000				1,604,000
Property, plant and equipment, net			13,000				221,000
Total assets		$	818,000			$	1,825,000
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		$	601,000			$	422,000
Accrued liabilities			132,000				110,000
Total current liabilities			733,000				532,000
Long-term liabilities
Convertible notes payable to related parties			2,949,000				1,021,000
Total long-term liabilities			2,949,000				1,021,000
Total liabilities			3,682,000				1,553,000
Commitments and contingencies
Stockholders’ equity (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 July 31, 2024, and July 31, 2023			1,119,000				1,119,000
Additional paid-in capital			132,612,000				132,398,000
Accumulated deficit			(136,595,000	)			(133,245,000	)
Total stockholders’ equity (deficiency)			(2,864,000	)			272,000
Total liabilities and stockholders’ equity (deficiency)		$	818,000			$	1,825,000

 

 

PURE Bioscience, Inc.

Consolidated Statements of Operations

 

		Year ended
		July 31,
		2024				2023
Net product sales		$	1,955,000			$	1,871,000
Royalty revenue			8,000				6,000
Total revenue			1,963,000				1,877,000
Cost of goods sold			811,000				906,000
Gross Profit			1,152,000				971,000
Operating costs and expenses
Selling, general and administrative			3,981,000				4,302,000
Research and development			302,000				297,000
Impairment of fixed assets			60,000				315,000
Total operating costs and expenses			4,343,000				4,914,000
Loss from operations			(3,191,000	)			(3,943,000	)
Other income (expense)
Interest expense, net			(155,000	)			(14,000	)
Other income (expense), net			(4,000	)			(4,000	)
Total other income (expense)			(159,000	)			(18,000	)
Net loss		$	(3,350,000	)		$	(3,961,000	)
Basic and diluted net loss per share		$	(0.03	)		$	(0.04	)
Shares used in computing basic and diluted net loss per share			111,856,473				111,404,418

 

 

PURE Bioscience, Inc.

Consolidated Statements of Stockholders’ Equity (Deficiency)

 

		Common Stock								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Deficit				Equity
Balance July 31, 2022			111,356,473			$	1,114,000			$	132,079,000			$	(129,284,000	)		$	3,909,000
Share-based compensation expense - stock options			—				—				262,000								262,000
Share-based compensation expense - restricted stock units			—				—				62,000								62,000
Issuance of common stock for vested restricted stock units			500,000				5,000				(5,000	)							—
Net loss			—				—				—				(3,961,000	)			(3,961,000	)
Balance July 31, 2023			111,856,473			$	1,119,000			$	132,398,000			$	(133,245,000	)		$	272,000
Share-based compensation expense - stock options											214,000								214,000
Net loss			—				—				—				(3,350,000	)			(3,350,000	)
Balance July 31, 2024			111,856,473			$	1,119,000			$	132,612,000			$	(136,595,000	)		$	(2,864,000	)

 

 

PURE Bioscience, Inc.

Consolidated Statements of Cash Flows

 

		Year Ended
		July 31,
		2024				2023
Operating activities
Net loss		$	(3,350,000	)		$	(3,961,000	)
Adjustments to reconcile loss to net cash used in operating activities:
Share-based compensation			214,000				324,000
Impairment of fixed assets			60,000				315,000
Depreciation and amortization			148,000				117,000
Reserve for inventory obsolescence			—				34,000
Changes in operating assets and liabilities:
Accounts receivable			(13,000	)			(84,000	)
Inventories			32,000				57,000
Prepaid expenses			34,000				(43,000	)
Accounts payable and accrued liabilities			201,000				(43,000	)
Interest on note payable			143,000				6,000
Net cash used in operating activities			(2,531,000	)			(3,278,000	)
Investing activities
Purchases of property, plant and equipment			—				(33,000	)
Net cash used in investing activities			—				(33,000	)
Financing activities
Net proceeds from convertible notes payable to related parties			1,785,000				1,015,000
Net cash provided by financing activities			1,785,000				1,015,000
Net decrease in cash, cash equivalents, and restricted cash			(746,000	)			(2,296,000	)
Cash, cash equivalents, and restricted cash at beginning of year			1,170,000				3,466,000
Cash, cash equivalents, and restricted cash at end of year		$	424,000			$	1,170,000
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents		$	349,000			$	1,095,000
Restricted cash			75,000				75,000
Total cash, cash equivalents and restricted cash		$	424,000			$	1,170,000
Supplemental disclosure of cash flow information
Cash paid for taxes		$	5,000			$	5,000

 

v3.24.3

Cover	Oct. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2024
Entity File Number	001-14468
Entity Registrant Name	PURE BIOSCIENCE, INC.
Entity Central Index Key	0001006028
Entity Tax Identification Number	33-0530289
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	771 Jamacha Rd., #512
Entity Address, City or Town	El Cajon
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92019
City Area Code	(619)
Local Phone Number	596-8600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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