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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): June 15, 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) |
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
June 15, 2026, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal third
quarter ended April 30, 2026 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 June 15, 2026. |
| |
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:
June 15, 2026 |
By:
|
/s/
Robert F. Bartlett |
| |
|
Robert
F. Bartlett |
| |
|
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated June 15, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit
99.1
PURE
Bioscience Reports Fiscal Third Quarter 2026
Financial
Results
EL
CAJON, Calif. – 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
third quarter ended April 30, 2026.
Summary
of Results of Operations – Third Quarter
| ● | Net
product sales were $506,000 and $489,000 for the fiscal third quarters ended April 30, 2026
and 2025, respectively. The $17,000 increase was attributable to higher sales across our
distribution network. |
| ● | Net
loss for the fiscal third quarter ended April 30, 2026 was $624,000, compared to $580,000
for the fiscal third quarter ended April 30, 2025. |
| ● | Net
loss, excluding share-based compensation, for the fiscal third quarter ended April 30, 2026
was $569,000, compared to $547,000 for the fiscal third quarter ended April 30, 2025. |
| ● | Net
loss per share was ($0.01) for the fiscal third quarters ended April 30, 2026 and 2025, respectively. |
Summary
of Results of Operations – Prior Nine Months
| ● | Net
product sales were $1,656,000 and $1,435,000 for the nine months ended April 30, 2026 and
2025, respectively. The $221,000 increase was attributable to higher sales across our end-user
network. |
| ● | Net
loss for the nine months ended April 30, 2026 was $1,873,000, compared to $2,067,000 for
the nine months ended April 30, 2025. |
| ● | Net
loss, excluding share-based compensation, for the nine months ended April 30, 2026 was $1,726,000,
compared to $1,950,000 for the nine months ended April 30, 2025. |
| ● | Net
loss per share was ($0.02) for the nine months ended April 30, 2026 and 2025, respectively. |
Jeff
Kitchell, President, stated, “Our fiscal year-over-year sales have continued to grow while reducing operating expenses. We have
continued to develop our technology, introducing new products such as PURE® Clean, and to expand into new industries, including dairy,
through our game-changing membrane treatment program delivered by our distribution partners. Our ongoing R&D work is driven by industry
demand for more effective and safer solutions and by our commitment to meeting that demand with innovative solutions using our proprietary
SDC technology.”
Business
Update
●
PURE® Clean has begun commercial adoption with national food brands following its launch, generating initial sales and expanding
opportunities across multiple end markets.
●
We continue to advance our food safety platform through expanded automation systems, spiral freezer solutions, and drain sanitation programs,
with multiple customer validations progressing toward broader commercial implementation.
●
AJ Bogan, Director of Technical Services, will be a featured speaker at the Membrane Technology Forum on June 16, 2026, where he will
present on the application of PURE’s patented SDC technology for membrane treatment and performance optimization.
●
PURE has experienced continued growth in the transportation sector, driven by increased adoption of trailer treatment programs, expansion
with strategic industry partners, and the introduction of PURE Fleet Wash, a new solution featuring readily biodegradable ingredients
and patented SDC technology that further strengthens our transportation offering.
●
Our distribution partners continue to drive deeper penetration within existing markets while expanding the reach of PURE technologies
into new applications and customer segments, creating additional opportunities for adoption and growth.
Tim
Steffensmeier, Vice President of Sales and Marketing, stated, “The momentum we’re building today is the result of deliberate
actions our team has been taking. While there is still work to do, we are expanding our reach, strengthening our partnerships, and positioning
PURE for sustainable long-term growth. We believe the future is bright and remain focused on executing our strategy.”
Management
Update
Robert
Bartlett has announced plans to retire from the position of Chief Executive Officer (CEO) on July 31, 2026, coinciding with the end of
the fiscal year. His leadership was marked by significant organizational transformation, policy achievements, and the Company’s
growth in the industry. Mr. Bartlett will continue in his role as a Board Member and will be an Advisor to the CEO. Mr. Bartlett plans
to spend more time with his friends, family, and grandchildren in Orange County, California.
“It
has been a privilege to serve PURE Bioscience and to lead such an outstanding and talented team who are all dedicated to seeing the success
of this Company,” said Mr. Bartlett. “I wish I were a younger man and could give more of my life to this wonderful organization.”
The
Company’s President, Jeff Kitchell, has been appointed to take over as CEO, effective August 1, 2026. Mr. Kitchell also will become
a Board Member.
Board
of Directors Update
Bernard
Blotner will be leaving PURE’s Board of Directors. “Mr. Blotner has been an invaluable asset to our organization,”
said Ivan Chen, Chairman of the Board. “While we are deeply saddened to see him step down, we are incredibly grateful for his dedication
and the significant impact he had during his tenure.” During his time on the Board, Mr. Blotner played a pivotal role in guiding
the organization’s strategic expansion. “It has been an honor to serve on the Board of PURE. While I must step down to focus
on my health, I am incredibly proud of what has been accomplished and remain a strong supporter of the organization’s mission,”
said Mr. Blotner.
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 posed by pathogens and ensure hygienic control. Our technology
platform is based on patented, stabilized ionic silver, and our 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. 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 products 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; 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, 2025, Form 10-Q for the fiscal first quarter ended October
31, 2025, Form 10-Q for the fiscal second quarter ended January 31, 2026, and Form 10-Q for the fiscal third quarter ended April 30,
2026. 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.
619-596-8600
PURE
Bioscience, Inc.
Condensed
Consolidated Balance Sheets
| | |
April 30, 2026 | | |
July 31, 2025 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 983,000 | | |
$ | 334,000 | |
| Accounts receivable | |
| 242,000 | | |
| 474,000 | |
| Inventories, net | |
| 232,000 | | |
| 141,000 | |
| Restricted cash | |
| 75,000 | | |
| 75,000 | |
| Prepaid expenses | |
| 17,000 | | |
| 23,000 | |
| Total current assets | |
| 1,549,000 | | |
| 1,047,000 | |
| Property, plant and equipment, net | |
| 9,000 | | |
| 11,000 | |
| Total assets | |
$ | 1,558,000 | | |
$ | 1,058,000 | |
| Liabilities and stockholders’ deficiency | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 719,000 | | |
$ | 784,000 | |
| Convertible notes payable to related parties, current | |
| 2,754,000 | | |
| — | |
| Accrued liabilities | |
| 181,000 | | |
| 154,000 | |
| Total current liabilities | |
| 3,654,000 | | |
| 938,000 | |
| | |
| | | |
| | |
| Convertible notes payable to related parties, non-current | |
| 3,743,000 | | |
| 5,236,000 | |
| Total liabilities | |
| 7,397,000 | | |
| 6,174,000 | |
| 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, 130,017,569 shares issued and outstanding at April 30, 2026, and 111,886,473 at July 31, 2025 | |
| 1,301,000 | | |
| 1,119,000 | |
| Additional paid-in capital | |
| 133,727,000 | | |
| 132,759,000 | |
| Accumulated deficit | |
| (140,867,000 | ) | |
| (138,994,000 | ) |
| Total stockholders’ deficiency | |
| (5,839,000 | ) | |
| (5,116,000 | ) |
| Total liabilities and stockholders’ deficiency | |
$ | 1,558,000 | | |
$ | 1,058,000 | |
PURE
Bioscience, Inc.
Condensed
Consolidated Statements of Operations
(Unaudited)
| | |
Nine Months Ended | | |
Three months Ended | |
| | |
April 30, | | |
April 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net product sales | |
$ | 1,656,000 | | |
$ | 1,435,000 | | |
$ | 506,000 | | |
$ | 489,000 | |
| Royalty revenue | |
| 2,000 | | |
| 3,000 | | |
| - | | |
| 2,000 | |
| Total revenue | |
| 1,658,000 | | |
| 1,438,000 | | |
| 506,000 | | |
| 491,000 | |
| Cost of goods sold | |
| 701,000 | | |
| 603,000 | | |
| 237,000 | | |
| 208,000 | |
| Gross profit | |
| 957,000 | | |
| 835,000 | | |
| 269,000 | | |
| 283,000 | |
| Operating costs and expenses | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative | |
| 2,298,000 | | |
| 2,528,000 | | |
| 708,000 | | |
| 776,000 | |
| Research and development | |
| 239,000 | | |
| 243,000 | | |
| 79,000 | | |
| 91,000 | |
| Total operating costs and expenses | |
| 2,537,000 | | |
| 2,771,000 | | |
| 787,000 | | |
| 867,000 | |
| Loss from operations | |
| (1,580,000 | ) | |
| (1,936,000 | ) | |
| (518,000 | ) | |
| (584,000 | ) |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Other income (expense), net | |
| 8,000 | | |
| 79,000 | | |
| - | | |
| 82,000 | |
| Interest expense, net | |
| (301,000 | ) | |
| (210,000 | ) | |
| (106,000 | ) | |
| (78,000 | ) |
| Total other income (expense) | |
| (293,000 | ) | |
| (131,000 | ) | |
| (106,000 | ) | |
| 4,000 | |
| Net loss | |
$ | (1,873,000 | ) | |
$ | (2,067,000 | ) | |
$ | (624,000 | ) | |
$ | (580,000 | ) |
| 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 | |
| 111,543,047 | | |
| 111,856,473 | | |
| 110,833,042 | | |
| 111,856,473 | |
