Pure Bioscience (PURE) OKs board slate, auditor and higher share cap

Rhea-AI Filing Summary

Pure Bioscience, Inc. reported the results of its annual stockholder meeting held on February 17, 2026. Shareholders representing 65.97% of the 111,886,485 outstanding common shares were present in person or by proxy.

All seven director nominees were elected, each receiving more than 96% of votes cast. Stockholders also ratified Weinberg & Company, P.A. as independent auditor for the fiscal year ending July 31, 2026, with 99.81% of votes cast in favor.

On an advisory basis, stockholders approved executive compensation with 96.68% of votes cast in favor. They also approved an amendment to the Certificate of Incorporation to increase authorized common stock from 200,000,000 to 250,000,000 shares, supported by 63.87% of outstanding common shares.

Insights

Corporate governance analyst

Shareholders backed all management proposals, including a higher share authorization.

Stockholders supported the full board slate with more than 96% of votes cast for each director, indicating broad approval of current governance. The auditor ratification for Weinberg & Company, P.A. through the fiscal year ending July 31, 2026 also passed with 99.81% support.

The advisory vote on executive pay received 96.68% approval, suggesting limited concern about compensation policies. More structurally significant, investors authorized increasing common stock from 200,000,000 to 250,000,000 shares. This does not itself issue new shares but permits the company to do so in the future if it chooses.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): February 17, 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 5.07. Submission of Matters to a Vote of Security Holders.

Pure Bioscience, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on February 17, 2026. Of the 111,886,485 shares of the Company’s common stock outstanding as of the record date, 73,820,863 shares, or 65.97%, were represented at the Annual Meeting either in person or by proxy.

A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The number of votes cast “For” and “Withheld” and “Against” and the number of “Abstentions” and “Broker Non-Votes” with respect to each matter voted upon are set forth below.

(1) Election of Directors. The Company’s stockholders elected each of Tom Y. Lee, CPA, Ivan Chen, Tom Myers, David M. Rendall, Robert Bartlett, Bernard Blotner and Darin Zehr with the approval of 97.82%, 98.07%, 96.52%, 96.83%, 96.55%, 96.85% and 96.86%, of the votes cast, respectively, to hold office until next year’s Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following table shows the tabulation of the votes cast For and Withheld with respect to the election of each of the director nominees as well as the Broker Non-Votes submitted for each director nominee:

Director		For				Withheld				Broker Non-Votes
Tom Y. Lee, CPA			59,860,307				1,332,527				12,628,029
Ivan Chen			60,011,852				1,180,982				12,628,029
Tom Myers			59,061,293				2,131,541				12,628,029
David M. Rendall			59,253,062				1,939,772				12,628,029
Robert Bartlett			59,080,819				2,112,015				12,628,029
Bernard Blotner			59,262,655				1,930,179				12,628,029
Darin Zehr			59,273,777				1,919,057				12,628,029

(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A., with the approval of 99.81% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2026. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

For		Against		Abstentions
73,008,365		137,649		674,849

(3) Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers, with the approval of 96.68% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:

For		Against		Abstentions		Broker Non-Votes
58,428,196		2,000,989		763,649		12,628,029

4) Amendment to Certificate of Incorporation. The Company’s stock-holders approved an amendment to our Certificate of Incorporation to increase the authorized number of shares of Common Stock from 200,000,000 to 250,000,000 shares, with the approval of 63.87% of the outstanding shares of common stock, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

For		Against		Abstentions
71,472,843		2,298,269		49,751

No other items were presented for stockholder approval at the Annual Meeting.

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: February 20, 2026	By:	/s/ Robert Bartlett
		Robert Bartlett
		Chief Executive Officer

FAQ

What did PURE Bioscience stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing seven directors, ratifying the independent auditor, approving executive compensation on an advisory basis, and amending the Certificate of Incorporation to increase authorized common stock. All proposals received sufficient support to pass based on the reported vote results.

How many PURE shares were represented at the February 17, 2026 meeting?

The meeting had 73,820,863 shares represented, out of 111,886,485 outstanding common shares as of the record date. This equals 65.97% participation, combining in-person attendance and proxies, providing a solid quorum for all items submitted to a vote.

Were all PURE Bioscience director nominees elected at the 2026 annual meeting?

Yes, all seven director nominees were elected. Each of Tom Y. Lee, Ivan Chen, Tom Myers, David M. Rendall, Robert Bartlett, Bernard Blotner, and Darin Zehr received over 96% of votes cast, and will serve until the next annual meeting and until successors are elected and qualified.

Did PURE Bioscience stockholders approve the executive compensation proposal?

Yes. On a non-binding, advisory basis, stockholders approved the compensation of PURE’s named executive officers. The proposal received 96.68% of votes cast in favor, with additional abstentions and broker non-votes reported, indicating strong support for the existing pay programs.

What change to PURE Bioscience’s authorized common stock was approved?

Stockholders approved an amendment to the Certificate of Incorporation to increase authorized common stock from 200,000,000 to 250,000,000 shares. The proposal obtained support from 63.87% of outstanding common shares, giving the company flexibility to issue additional shares in the future.

Which audit firm will serve PURE Bioscience for the fiscal year ending July 31, 2026?

Stockholders ratified the appointment of Weinberg & Company, P.A. as PURE Bioscience’s independent registered public accounting firm for the fiscal year ending July 31, 2026. The ratification passed with 99.81% of votes cast in favor, plus a small number of against votes and abstentions.

Filing Exhibits & Attachments

3 documents

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