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): December 16, 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 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

	99.1	Press Release, dated December 16, 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: December 16, 2024	By:	/s/ Robert F. Bartlett
		Robert F. Bartlett
		Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release, dated December 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

Exhibit 99.1

 

 

PURE Bioscience Reports Fiscal First Quarter 2025

Financial Results

 

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.

 

Summary of Results – Fiscal First Quarter Operations

 

	●	Net product sales were $555,000 and $718,000 for the fiscal first quarters ended October 31, 2024 and 2023, respectively. The decrease of $163,000 was attributable to budgetary constraints of a large end-use customer.
	●	Net loss for the fiscal first quarter ended October 31, 2024, was $689,000, compared to $735,000 for the fiscal first quarter ended October 31, 2023.
	●	Net loss, excluding share-based compensation, for the fiscal first quarter ended October 31, 2024, was $632,000, compared to $655,000 for the fiscal first quarter ended October 31, 2023.
	●	Net loss per share was ($0.01) for the fiscal first quarter ended October 31, 2024 and 2023, 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.

 

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 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; 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; 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 and Form 10-Q for the fiscal first quarter ended October 31, 2024. 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

 

		October 31, 2024				July 31, 2024
		(Unaudited)
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

 

 

PURE Bioscience, Inc.

Condensed Consolidated 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

 

 

PURE Bioscience, Inc.

Condensed Consolidated Statement of Stockholders’ Deficiency

(Unaudited)

 

		Common Stock								Additional Paid-In				Accumulated				Total 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 Paid-In				Accumulated				Total 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	)

 

 

PURE Bioscience, Inc.

Condensed Consolidated 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

 

 

v3.24.4

Cover	Dec. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 16, 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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