false
0001006028
0001006028
2026-10-29
2026-10-29
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): October 29, 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) |
(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, 2026, PURE Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the fiscal
year ended July 31, 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 October 29, 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:
October 29, 2026 |
By:
|
/s/
Jeff Kitchell |
| |
|
Jeff
Kitchell |
| |
|
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated October 29, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
PURE
Bioscience Reports Fiscal 2026
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, 2026.
Summary
of Results – Year-End Operations
| ● | Net
product sales were $2,315,000 and $2,198,000 for the fiscal years ended July 31, 2026 and
2025, respectively. The $117,000 increase was attributable to increased sales across our
end-user network. |
| ● | Net
loss for the fiscal year ended July 31, 2026 was ($2.5 million), compared to ($2.4 million)
for the fiscal year ended July 31, 2025. During the prior fiscal year, net loss was offset
by $175,000 received from the U.S. Government’s Employee Retention Tax Credit Program. |
| ● | Net
loss, excluding share-based compensation, was ($2.3 million) for the fiscal years ended July
31, 2026 and 2025, respectively. |
| ● | Net
loss per share was ($0.02) for the fiscal years ended July 31, 2026 and 2025, respectively. |
| ● | Net
cash used in operations for the fiscal year ended July 31, 2026 was ($1.97 million), compared
to ($2.0 million) for the fiscal year ended July 31, 2025. |
Jeff
Kitchell, Chief Executive Officer, stated, “We are up year-over-year despite being a challenging year, with the macro environment
causing increased expenses and foodborne outbreaks severely disrupting the food industry. Although our growth didn’t meet expectations,
our focus remains on reducing costs and converting more opportunities into revenue. We continue to strengthen and expand our technology
across our partnerships and to provide our distributor network with technical support and marketing tools for the industries they serve.
Our product penetration in the dairy industry has not met expectations due to slow customer adoption and industry consolidation. We are
strengthening all our business development models, and adjustments are underway that better serve our customers and partners. We continue
to prove that our SDC products are superior to the current chemistries in use.”
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, 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.
Phone:
619-596-8600 ext.: 116
PURE
Bioscience, Inc.
Consolidated
Balance Sheets
| | |
July 31, 2026 | | |
July 31, 2025 | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 569,000 | | |
$ | 334,000 | |
| Accounts receivable | |
| 334,000 | | |
| 474,000 | |
| Inventories, net | |
| 193,000 | | |
| 141,000 | |
| Restricted cash | |
| 75,000 | | |
| 75,000 | |
| Prepaid expenses | |
| 14,000 | | |
| 23,000 | |
| Total current assets | |
| 1,185,000 | | |
| 1,047,000 | |
| Property, and equipment, net | |
| 8,000 | | |
| 11,000 | |
| Total assets | |
$ | 1,193,000 | | |
$ | 1,058,000 | |
| Liabilities and stockholders’ deficiency | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 820,000 | | |
$ | 784,000 | |
| Convertible notes payable to related parties, current (including $1,015,000 and $0, respectively, past due) | |
| 3,381,000 | | |
| 1,175,000 | |
| Accrued liabilities | |
| 170,000 | | |
| 154,000 | |
| Total current liabilities | |
| 4,371,000 | | |
| 2,113,000 | |
| | |
| | | |
| | |
| Convertible notes payable to related parties non-current | |
| 3,221,000 | | |
| 4,061,000 | |
| Total liabilities | |
| 7,592,000 | | |
| 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: 250,000,000 and 200,000,000 shares authorized at July 31, 2026 and July 31, 2025, respectively, 130,017,569 shares issued and outstanding at July 31, 2026, and 111,886,473 shares issued and outstanding at July 31, 2025 | |
| 1,301,000 | | |
| 1,119,000 | |
| Additional paid-in capital | |
| 133,777,000 | | |
| 132,759,000 | |
| Accumulated deficit | |
| (141,477,000 | ) | |
| (138,994,000 | ) |
| Total stockholders’ deficiency | |
| (6,399,000 | ) | |
| (5,116,000 | ) |
| Total liabilities and stockholders’ deficiency | |
$ | 1,193,000 | | |
$ | 1,058,000 | |
PURE
Bioscience, Inc.
Consolidated
Statements of Operations
| | |
Years ended | |
| | |
July 31, | |
| | |
2026 | | |
2025 | |
| Net product sales | |
$ | 2,315,000 | | |
$ | 2,198,000 | |
| Royalty revenue | |
| 3,000 | | |
| 4,000 | |
| Total revenue | |
| 2,318,000 | | |
| 2,202,000 | |
| Cost of goods sold | |
| 992,000 | | |
| 899,000 | |
| Gross Profit | |
| 1,326,000 | | |
| 1,303,000 | |
| Operating costs and expenses | |
| | | |
| | |
| Selling, general and administrative | |
| 3,077,000 | | |
| 3,259,000 | |
| Research and development | |
| 332,000 | | |
| 316,000 | |
| Total operating costs and expenses | |
| 3,409,000 | | |
| 3,575,000 | |
| Loss from operations | |
| (2,083,000 | ) | |
| (2,272,000 | ) |
| Other income (expense) | |
| | | |
| | |
| Interest expense, net | |
| (407,000 | ) | |
| (299,000 | ) |
| Other income (expense), net | |
| 7,000 | | |
| 172,000 | |
| Total other income (expense) | |
| (400,000 | ) | |
| (127,000 | ) |
| Net loss | |
$ | (2,483,000 | ) | |
$ | (2,399,000 | ) |
| Basic and diluted net loss per share | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
| Shares used in computing basic and diluted net loss per share | |
| 116,456,503 | | |
| 111,862,884 | |
