PURE Bioscience (PURE) sells 18.1M shares to raise $1.0M in cash

Rhea-AI Filing Summary

PURE Bioscience, Inc. entered into a private placement financing on April 30, 2026, raising $1.0 million by issuing 18,131,096 shares of common stock at $0.0553 per share to accredited investors. Board members Tom Y. Lee and Ivan Chen invested approximately $700,000 and $27,650, respectively, with disinterested directors approving the transaction.

The company expects net proceeds of about $1.0 million, which it plans to use for general corporate purposes, including research and development, administrative expenses, and working capital. The unregistered offering relied on exemptions under Section 4(a)(2) and Rule 506 of Regulation D, with investors representing accredited status.

Insights

Small-cap capital markets analyst

PURE raises $1.0M via insider-led private placement at a low per-share price.

PURE Bioscience completed a private placement, issuing 18,131,096 shares at $0.0553 per share to raise $1.0 million. This is an equity-only financing relying on accredited investors under Regulation D, avoiding immediate registration costs.

Board participation is notable: director Tom Y. Lee invested about $700,000 directly and through affiliates, while director Ivan Chen invested $27,650. Disinterested directors approved the deal, which helps address potential conflict-of-interest concerns typical in insider-led financings.

The company plans to use the roughly $1.0 million in net proceeds for general corporate purposes, including research and development and working capital. The actual impact on its financial flexibility and dilution depends on its existing share count and cash position, which are not detailed in this excerpt.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Private placement proceeds: $1.0 million Shares issued: 18,131,096 shares Purchase price: $0.0553 per share +3 more

6 metrics

Private placement proceeds $1.0 million Gross amount raised in April 30, 2026 closing

Shares issued 18,131,096 shares Common stock issued in private placement financing

Purchase price $0.0553 per share Price per share in private placement

Director Tom Y. Lee investment $700,000 Approximate amount invested directly and via affiliates

Director Ivan Chen investment $27,650 Amount invested in the private placement

Expected net proceeds $1.0 million Net after fees and offering expenses

Key Terms

private placement financing, Securities Purchase Agreement, accredited investor, Regulation D, +1 more

5 terms

private placement financing financial

"completed a closing (the “Closing”) of a private placement financing (the “Private Placement Financing”) to accredited investors"

Private placement financing is when a company raises money by selling stocks, bonds or other securities directly to a small group of chosen investors instead of offering them on the public market. For investors it matters because these deals can change ownership stakes, bring fresh cash for growth or debt reduction, and affect how easy it is to buy or sell those securities later—think of it like inviting a few private backers into a business rather than opening the door to the whole neighborhood.

Securities Purchase Agreement financial

"The Shares issued in the Private Placement Financing were issued pursuant to a Securities Purchase Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

accredited investor financial

"The Investors represented to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Regulation D regulatory

"Rule 506 of Regulation D promulgated under the Securities Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Understanding 8-K Material Events →

false 0001006028 0001006028 2026-04-30 2026-04-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): April 30, 2026

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)

(619) 596-8600

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name 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:

☐	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 1.01 Entry into a Material Definitive Agreement.

Private Placement Financing

On April 30, 2026, PURE Bioscience, Inc. (the “Company”), creator of the patented non-toxic silver dihydrogen citrate (SDC) antimicrobial, completed a closing (the “Closing”) of a private placement financing (the “Private Placement Financing”) to accredited investors (the “Investors”). The Company raised $1.0 million in the Closing and issued an aggregate of 18,131,096 shares (collectively, the “Shares”) of the Company’s common stock at a purchase price of $0.0553 per share. The Shares issued in the Private Placement Financing were issued pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into with the Investors. Mr. Tom Y. Lee, a member of the Company’s Board of Directors (the “Board”), invested approximately $700,000 directly and through his affiliates. In addition, Ivan Chen, a member of the Board, invested $27,650. The disinterested members of the Board approved the Private Placement Financing.

The net proceeds to the Company from the Closing, after deducting fees and other offering expenses, are expected to be approximately $1.0 million. The Company expects to use the net proceeds for general corporate purposes, including the Company’s research and development efforts, and for general administrative expenses and working capital.

The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and these Shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Shares were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and that each was receiving the Shares for investment for its own account and without a view to distribute them. This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy any of the Shares.

The form of Securities Purchase Agreement contains ordinary and customary provisions for agreements of this nature, such as representations, warranties, covenants, and indemnification obligations, as applicable. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Private Placement Financing in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 5, 2026	By:	/s/ Robert F. Bartlett
		Robert F. Bartlett
		Chief Executive Officer

FAQ

What did PURE (PURE) announce in its April 30, 2026 8-K?

PURE Bioscience announced a private placement financing completed on April 30, 2026, raising $1.0 million. The company issued 18,131,096 shares of common stock at $0.0553 per share to accredited investors under a Securities Purchase Agreement.

How much capital did PURE (PURE) raise and at what share price?

PURE Bioscience raised $1.0 million in gross proceeds by issuing 18,131,096 shares of common stock. The purchase price was $0.0553 per share, as disclosed in the private placement financing section of the 8-K filing.

Did PURE (PURE) directors participate in the private placement financing?

Yes. Director Tom Y. Lee invested approximately $700,000 directly and through affiliates, while director Ivan Chen invested $27,650. The transaction was approved by the disinterested members of the Board, providing governance oversight of insider participation.

How will PURE (PURE) use the $1.0 million in net proceeds?

PURE Bioscience expects approximately $1.0 million in net proceeds and plans to use the funds for general corporate purposes. These include the company’s research and development efforts, general administrative expenses, and working capital needs, according to the 8-K disclosure.

Were the new PURE (PURE) shares registered under the Securities Act?

No. The 18,131,096 shares issued in the private placement were not registered under the Securities Act. PURE relied on exemptions under Section 4(a)(2) and Rule 506 of Regulation D, selling only to accredited investors for investment purposes.

What agreement governed PURE (PURE)’s private placement financing?

The financing was conducted under a Securities Purchase Agreement with accredited investors. The form agreement includes customary provisions such as representations, warranties, covenants, and indemnification obligations, and is filed as Exhibit 10.1 to the 8-K and incorporated by reference.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 192.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB