Form 8-K - Current report

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 21, 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)

(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 21, 2024. Of the 111,856,485 shares of the Company’s common stock outstanding as of the record date, 64,247,532 shares, or 57.43%, 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, and Bernard Blotner with the approval of 99.26%, 99.21%, 99.30%, 99.28%, 99.34% and 97.02%, 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		51,623,453		386,540		12,237,539
Ivan Chen		51,598,411		411,582		12,237,539
Tom Myers		51,643,956		366,037		12,237,539
David M. Rendall		51,637,237		372,756		12,237,539
Robert Bartlett		51,667,737		342,256		12,237,539
Bernard Blotner		50,457,923		1,552,070		12,237,539

(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A., with the approval of 99.58% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2024. 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
	63,801,664				268,958				176,910

(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 99.14% 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
	48,049,734				412,190				3,548,069				12,237,539

(4) Adoption of the 2024 Equity Incentive Plan. The Company’s stockholders approved the adoption of the Pure Bioscience, Inc. 2024 Equity Incentive Plan, with the approval of 99.17% 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
	48,041,487				401,589				3,566,917				12,237,539

5) 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 150,000,000 to 200,000,000 shares, with the approval of 55.13% 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
	61,666,543				2,226,172				314,817

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 26, 2024	By:	/s/ Robert Bartlett
		Robert Bartlett
		Chief Executive Officer

Cover	Feb. 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 21, 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.
Entity Address, Address Line Two	#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