10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File Number 001-14468

PURE Bioscience, Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-0530289
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

771 Jamacha Rd., #512 El Cajon, California	92019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (619) 596-8600

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 18, 2024, there were 111,856,473 shares of the registrant’s common stock, $0.01 par value per share, outstanding.

PURE Bioscience, Inc.

Form 10-Q

for the Quarterly Period Ended January 31, 2024

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
	Signatures	26

2

Part I - Financial Information

Item 1. Financial Statements

PURE Bioscience, Inc.

Condensed Consolidated Balance Sheets

	January 31, 2024			July 31, 2023
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	557,000		$	1,095,000
Accounts receivable		171,000			285,000
Inventories, net		74,000			88,000
Restricted cash		75,000			75,000
Prepaid expenses		62,000			61,000
Total current assets		939,000			1,604,000
Property, plant and equipment, net		147,000			221,000
Total assets	$	1,086,000		$	1,825,000
Liabilities and stockholders’ equity (deficiency)
Current liabilities
Accounts payable	$	409,000		$	422,000
Accrued liabilities		136,000			110,000
Total current liabilities		545,000			532,000
Long-term liabilities
Note payable to related parties		1,862,000			1,021,000
Total long-term liabilities		1,862,000			1,021,000
Total liabilities		2,407,000			1,553,000
Commitments and contingencies
Stockholders’ equity (deficiency)
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.01 par value: 150,000,000 shares authorized, 111,856,473 shares issued and outstanding at January 31, 2024, and July 31, 2023		1,119,000			1,119,000
Additional paid-in capital		132,542,000			132,398,000
Accumulated deficit		(134,982,000	)		(133,245,000	)
Total stockholders’ equity (deficiency)		(1,321,000	)		272,000
Total liabilities and stockholders’ equity (deficiency)	$	1,086,000		$	1,825,000

See accompanying notes.

3

PURE Bioscience, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Six Months Ended						Three months Ended
	January 31,						January 31,
	2024			2023			2024			2023
Net product sales	$	1,043,000		$	863,000		$	325,000		$	396,000
Royalty revenue		5,000			5,000			1,000			1,000
Total revenue		1,048,000			868,000			326,000			397,000
Cost of goods sold		429,000			414,000			149,000			200,000
Gross profit		619,000			454,000			177,000			197,000
Operating costs and expenses
Selling, general and administrative		2,138,000			2,345,000			1,065,000			1,180,000
Research and development		156,000			153,000			76,000			75,000
Total operating costs and expenses		2,294,000			2,498,000			1,141,000			1,255,000
Loss from operations		(1,675,000	)		(2,044,000	)		(964,000	)		(1,058,000	)
Other income (expense)
Other income (expense), net		—			(5,000	)		—			—
Interest expense, net		(62,000	)		(4,000	)		(38,000	)		(2,000	)
Total other income (expense)		(62,000	)		(9,000	)		(38,000	)		(2,000	)
Net loss	$	(1,737,000	)	$	(2,053,000	)	$	(1,002,000	)	$	(1,060,000	)
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		111,856,473			111,356,473			111,856,473			111,356,473

See accompanying notes.

4

PURE Bioscience, Inc.

Condensed Consolidated Statement of Stockholders’ Equity (Deficiency)

(Unaudited)

	Six Months Ended January 31, 2024												Six Months Ended January 31, 2023
	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’			Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Capital		Deficit			Equity
Balances at beginning of period		111,856,473	$	1,119,000	$	132,398,000	$	(133,245,000	)	$	272,000			111,356,473	$	1,114,000	$	132,079,000	$	(129,284,000	)	$	3,909,000
Share-based compensation expense - stock options		—		—		144,000		—			144,000			—		—		169,000		—			169,000
Share-based compensation expense - restricted stock units		—		—		—		—			—			—		—		42,000		—			42,000
Net loss		—		—		—		(1,737,000	)		(1,737,000	)		—		—		—		(2,053,000	)		(2,053,000	)
Balances at end of period (Unaudited)		111,856,473	$	1,119,000	$	132,542,000	$	(134,982,000	)	$	(1,321,000	)		111,356,473	$	1,114,000	$	132,290,000	$	(131,337,000	)	$	2,067,000

	Three Months Ended January 31, 2024												Three Months Ended January 31, 2023
	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’			Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Capital		Deficit			Equity
Balances at beginning of period (Unaudited)		111,856,473	$	1,119,000	$	132,478,000	$	(133,980,000	)	$	(383,000	)		111,356,473	$	1,114,000	$	132,163,000	$	(130,277,000	)	$	3,000,000
Share-based compensation expense - stock options		—		—		64,000		—			64,000			—		—		106,000		—			106,000
Share-based compensation expense - restricted stock units		—		—		—		—			—			—		—		21,000		—			21,000
Net loss		—		—		—		(1,002,000	)		(1,002,000	)		—		—		—		(1,060,000	)		(1,060,000	)
Balances at end of period (Unaudited)		111,856,473	$	1,119,000	$	132,542,000	$	(134,982,000	)	$	(1,321,000	)		111,356,473	$	1,114,000	$	132,290,000	$	(131,337,000	)	$	2,067,000

See accompanying notes.

5

PURE Bioscience, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	January 31,
	2024			2023
Operating activities
Net loss	$	(1,737,000	)	$	(2,053,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		144,000			211,000
Depreciation and amortization		74,000			67,000
Gain on extinguishment of indebtedness		—			—
Changes in operating assets and liabilities:
Accounts receivable		114,000			45,000
Inventories		14,000			(21,000	)
Prepaid expenses		(1,000	)		(6,000	)
Interest on note payable		56,000			—
Accounts payable and accrued liabilities		13,000			(112,000	)
Net cash used in operating activities		(1,323,000	)		(1,869,000	)
Investing activities
Purchases of property, plant and equipment		—			(37,000	)
Net cash used in investing activities		—			(37,000	)
Financing activities
Net proceeds from note payable to related parties		785,000			—
Net cash provided by financing activities		785,000			—
Net decrease in cash, cash equivalents, and restricted cash		(538,000	)		(1,906,000	)
Cash, cash equivalents, and restricted cash at beginning of period		1,170,000			3,466,000
Cash, cash equivalents, and restricted cash at end of period	$	632,000		$	1,560,000
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$	557,000		$	1,485,000
Restricted cash	$	75,000		$	75,000
Total cash, cash equivalents and restricted cash	$	632,000		$	1,560,000
Supplemental disclosure of cash flow information
Cash paid for taxes	$	—			5,000

See accompanying notes.

6

PURE Bioscience, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

For the three and six months ended January 31, 2024 and 2023

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETI H2O Inc., a Nevada corporation. ETI H2O, Inc. currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETI H2O, Inc. during the periods presented in the condensed consolidated financial statements. All inter-company balances and transactions have been eliminated. All references to “PURE,” “we,” “our,” “us” and the “Company” refer to PURE Bioscience, Inc. and our wholly owned subsidiary.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information pursuant to the instructions to Form 10-Q and Article 10/Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended January 31, 2024 are not necessarily indicative of the results that may be expected for other quarters or the year ending July 31, 2024. The July 31, 2023 balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP and included in our Annual Report on Form 10-K. For more complete information, these unaudited financial statements and the notes thereto should be read in conjunction with the audited financial statements for the year ended July 31, 2023 included in our Annual Report on Form 10-K covering such period filed with the Securities and Exchange Commission, or SEC, on October 30, 2023.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

2. Liquidity and Going Concern

We have a history of recurring losses, and as of January 31, 2024 we have a stockholders deficiency of $1,321,000. During the six months ended January 31, 2024, we recorded a net loss of $1,737,000 on recorded net revenue of $1,048,000. In addition, during the six months ended January 31, 2024 we used $1,323,000 in operating activities resulting in a cash balance of $557,000 as of January 31, 2024. Our history of recurring operating losses, and negative cash flows from operating activities give rise to substantial doubt regarding our ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended July 31, 2023, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from our possible inability to continue as a going concern.

Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources.

7

Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot ensure that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business.

3. Significant Accounting Policies

Revenue Recognition

We account for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process:

1.	Identify the contract with the customer
2.	Identify the performance obligations in the contract
3.	Determine the transaction price
4.	Allocate the transaction price to the performance obligations in the contract
5.	Recognize revenue when (or as) each performance obligation is satisfied

Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE^® Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains, food processors and food transportation companies. We also offer PURE Control^® as a direct food contact processing aid.

Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price.

Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products.

Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns.

Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales.

We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

8

A summary of our revenue by product type for the six months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	1,036,000	$	778,000
SILVÉRION		7,000		85,000
	$	1,043,000	$	863,000

A summary of our revenue by product type for the three months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	325,000	$	332,000
SILVÉRION		—		64,000
	$	325,000	$	396,000

Variable Consideration

We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Net Loss Per Share

Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an anti-dilutive effect. As of January 31, 2024 and 2023, stock options, shares issuable upon the conversion of debt, and shares issuable under restricted stock unit awards of 21,481,458 and 9,098,125, respectively, have been excluded from the computation of diluted shares outstanding.

	January 31,
	2024		2023
Common stock options		8,355,625		7,885,625
Restricted stock units		712,500		1,212,500
Shares issuable upon the conversion of debt		12,413,333		—
Total		21,481,458		9,098,125

Inventory

Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold.

9

Inventories consist of the following:

	January 31, 2024		July 31, 2023
Raw materials	$	18,000	$	11,000
Finished goods		56,000		77,000
	$	74,000	$	88,000

Share-Based Compensation

We periodically issue stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for such grants issued and vesting to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period.

We estimate the fair value of share-based payment awards at the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures.

Concentrations

Gross product sales. For the three months ended January 31, 2024, one customer accounted for 12% of net product sales. For the six months ended January 31, 2024, one customer accounted for 30% of our net product sales. For the three months ended January 31, 2023, two individual customers accounted for 16% and 15% of our net product sales. For the six months ended January 31, 2023, one customer accounted for 10% of our net product sales, respectively.

Accounts receivable. As of January 31, 2024, we had accounts receivable from two customers that comprised of 19% and 17% of total accounts receivable, respectively. As of January 31, 2023, we had accounts receivable from two customers that comprised 31% and 19% of total accounts receivable.

Purchases. For the three months ended January 31, 2024, one vendor accounted for 12% of our purchases. For the six months ended January 31, 2024, two vendors accounted for 16% and 12% of our purchases. For the three months ended January 31, 2023, one vendor accounted for 19% of our purchases. For the six months ended January 31, 2023, one vendor accounted for 14% of our purchases.

Accounts payable. As of January 31, 2024, our largest vendor accounted for 10% of the total accounts payable. As of January 31, 2023, our largest three vendors accounted for 22%, 10% and 10% of the total trade accounts payable, respectively.

Segments

We operate in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, our chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements

10

4. Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments or ASC 326. The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivable. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As small business filer, the standard became effective for us as of August 1, 2023. The adoption of ASU 2016-13 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

5. Debt

Note Purchase Agreement with Related Parties

On July 3, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes (the “Notes”, collectively with the Note Purchase Agreement, the “Note Documents”) with an aggregate principal balance of $1,015,000 (the “Private Placement”).The Note Documents provide for subsequent closings for an aggregate offering size of $1.8 million in principal balance. Messrs. Tom Y. Lee and Ivan Chen, each members of the Company’s Board of Directors (the “Board”) invested $1,000,000 and $15,000, as of July 31, 2023, respectively in the Private Placement, through affiliates or directly. On October 20, 2023, we issued an additional Note to Mr. Lee pursuant to the Note Purchase Agreement in a subsequent closing with an aggregate principal of $785,000. The disinterested members of the Board approved the Private Placement. As of January 31, 2024, $1,800,000 of principal was outstanding under these note agreements.

The Note Documents provided that the interest to the Lender shall accrue at the rate of 7.55% and 7.81%, compounded annually, for the July 2023 and October 2023 Note, respectively. The Maturity Date (as defined in the Notes) of the Notes is the third-year anniversary of the date of issuance, or such earlier date as the Notes provide.

Conversion. All or any portion of the principal amount of the Note, plus accrued and unpaid interest, is convertible at any time, in whole or in part, at a Lender’s or the Company’s option, into shares of the Company’s common stock at a conversion price equal to the 30-day volume-weighted average price of the Company’s common stock as reported on the market or exchange on which the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments.

Further, in the event of certain corporate transactions, all outstanding principal and unpaid accrued interest due on such Notes shall be automatically converted into conversion shares on the trading day immediately prior to the closing date of such corporate transaction. The number of shares to be issued upon such conversion shall be based on the VWAP on the last trading day prior to the public announcement of the execution of the definitive documents with respect to such transaction. As of January 31, 2024, the notes and accrued interest were convertible into 12,413,333 shares of common stock.

Events of Default. The Notes Documents provide for certain events of default that are typical for a transaction of this type, including, among other things, default in the payment of principal or interest for more than 30 days, the Company’s making an assignment for the benefit of creditors, within 15 days after the commencement of bankruptcy proceedings against the Company, or breach of certain covenants described below.

11

Covenants. The Company will be subject to certain customary covenants regarding the current public information, reservation of adequate share reserve, and maintenance of intellectual property rights, among other customary matters.

During the six months ended January 31, 2024, we recognized $56,000 of interest expense related to the Note, respectively. As of January 31, 2024, interest of $62,000 was added to the principal resulting in a balance owed of $1,862,000.

6. Stockholders’ Equity

Restricted Stock Units

We issue restricted stock unit awards or RSUs, to key management and as compensation for services to consultants and others. The RSUs typically vest over a one to three-year period and carry a ten-year term. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU subsequently settles, as set forth in the Restricted Stock Unit Agreement. We determine that fair value of those awards at the date of grant, and amortize those awards as an expense over the vesting period of the award. The shares earned under the grant are usually issued when the award settles at the end of the term.

During the six months ended January 31, 2024 no compensation cost related to RSU’s was recognized, as all outstanding RSU’s were fully vested. During the six months ended January 31, 2023, we recognized $42,000 of compensation cost relating to the vesting of RSU’s.

During the six months ended January 31, 2024, no RSUs were granted, issued, or forfeited. All of the remaining 712,500 RSUs outstanding are vested and issuable as of July 31, 2023 and January 31, 2024, respectively. These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for any reason and such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code; (iii) the date of Grantee’s death or (iv) the date of a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”.

A summary of our restricted stock unit activity and related data is as follows:

	Total RSU Shares		Vested and Issuable
Outstanding at July 31, 2023		712,500		712,500
Granted		—		—
Issued		—		—
Forfeited		—		—
Outstanding at January 31, 2024		712,500		712,500

Stock Option Plans

2007 Equity Incentive Plan

In February 2016, we amended and restated our 2007 Equity Incentive Plan, the (“2007 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 shares and extend the term of the 2007 Plan until February 4, 2026. The 2007 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of January 31, 2024, there were approximately 1,021,000 shares available for issuance under the 2007 Plan.

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2017 Equity Incentive Plan

In January 2021, we amended and restated our 2017 Equity Incentive Plan, the (“2017 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2017 Plan by 5,000,000 shares and extend the term of the 2007 Plan until January 2031. The 2017 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of January 31, 2024, there were approximately 3,046,000 shares available for issuance under the 2017 Plan.

During the six months ended January 31, 2024, the Compensation Committee of the Board of Directors granted 2,000,000 stock options to our employees, officers, directors and consultants with a fair value of $197,000 as determined by the Black Scholes option pricing model. The vesting terms of the options vary between one and two years and carry a ten-year term. There were no stock options granted during the three months ended January 31, 2024 and 2023.

A summary of our stock option activity is as follows:

	Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at July 31, 2023		6,700,625		$	0.48	$	—
Granted		2,000,000		$	0.12		—
Exercised		—		$	—		—
Cancelled		(345,000	)	$	0.29		—
Outstanding at January 31, 2024		8,355,625		$	0.40	$	—

The weighted-average remaining contractual term of options outstanding at January 31, 2024 was 7.4 years.

At January 31, 2024, options to purchase 7,429,792 shares of common stock were exercisable. These options had a weighted-average exercise price of $0.44 and a weighted average remaining contractual term of 7.1 years. The total unrecognized compensation cost related to unvested stock option grants as of January 31, 2024 was approximately $75,000 and the weighted average period over which these grants are expected to vest is 0.62 years.

For the six months ended January 31, 2024, share-based compensation expense for stock options that vested during the period was $144,000. For the six months ended January 31, 2023, share-based compensation expense for stock options that vested during the period was $169,000.

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We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:

	For the six months ended January 31,
	2024			2023
Volatility		110.95	%		91.90	%
Risk-free interest rate		4.18	%		4.00	%
Dividend yield		—	%		—	%
Expected life		5.36			5.34

Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.

The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve.

We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation.

The expected life of options was estimated using the average between the contractual term and the vesting term of the options.

7. Related Party Transactions

As of January 31, 2024 and January 31, 2023, accounts payable include $102,600 and $115,250 in board fees due to officers and directors, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

All references in this Item 2 and elsewhere in this Quarterly Report to “PURE,” “we”, “our,” “us” and the “Company” refer to PURE Bioscience, Inc., a Delaware corporation, and our wholly owned subsidiary, ETI H2O, Inc., a Nevada corporation. ETI H2O, Inc. currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETI H2O, Inc. during the periods presented in the condensed consolidated financial statements contained elsewhere in this Quarterly Report.

The discussion in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in Part II, Item 1A of this Quarterly Report or in the discussion and analysis below. You should, however, understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law. The following discussion should be read in conjunction with the condensed consolidated financial statements and the notes to those financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are focused on developing and commercializing proprietary antimicrobial products that provide safe and cost-effective solutions to the health and environmental challenges of pathogen and hygienic control. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers residual protection and formulates well with other compounds. As a platform technology, we believe SDC is distinguished from existing products in the marketplace because of its superior efficacy, reduced toxicity, non-causticity and the inability of bacteria to form a resistance to it.

We believe there is a significant market opportunity for our safe, non-toxic, non-caustic and effective SDC-based solutions. We currently offer PURE^® Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains, food processors and food transportation companies. We also offer PURE Control^® as a direct food contact processing aid. In addition to our direct sales efforts with PURE Hard Surface and PURE Control, we market and sell our SDC-based products indirectly through third-party distributors supporting various industries.

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Business Strategy

Our goal is to become a sustainable company by commercializing the SDC-based products we have developed with our proprietary technology platform. We are focused on delivering leading antimicrobial products that address food safety risks across the food industry supply chain. Key aspects of our business strategy include:

● Expanding sales and distribution for our products into the food industry with a focus on a dual track of food safety market opportunities:

● Hard Surface Disinfectant - commercializing our current EPA registered PURE Hard Surface disinfectant and sanitizer for use in foodservice operations, food manufacturing and food transportation.

● Direct Food Contact - commercializing FDA approved PURE Control as a direct food contact processing aid for fresh produce; commercializing FDA approved PURE Control as a food processing and intervention aid for food processors treating raw poultry in pre and post on-line reprocessing.

● Continuing to grow and establish new strategic alliances to maximize the commercial potential of our technology platform;

● Continuing to partner with third parties who are seeking, or intend to seek, approvals to market SDC-based products in markets outside the U.S.

● Developing additional proprietary products and applications; and

● Protecting and enhancing our intellectual property.

In addition to our current products addressing food safety, we intend to leverage our technology platform through licensing and distribution collaborations in order to develop new products and enter into new markets that could potentially generate multiple sources of revenue.

Financial Overview

This financial overview provides a general description of our revenue and expenses.

Net Product Sales

We contract manufacture and sell SDC-based products for end use, and as a raw material for manufacturing use. We recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Any amounts received prior to satisfying revenue recognition criteria are recorded as deferred revenue. See “Critical Accounting Policies and Estimates – Revenue Recognition”.

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Cost of Goods Sold

Cost of goods sold for product sales includes direct and indirect costs to manufacture products, including materials consumed, manufacturing overhead, shipping costs, salaries, benefits, reserved inventory, and related expenses of operations. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold.

Selling, General and Administrative

Selling, general and administrative expense consists primarily of salaries and other related costs for personnel in business development, sales, finance, accounting, information technology, and executive functions. Other selling, general and administrative costs include product marketing, advertising, and trade show costs, as well as public relations and investor relations, facility costs, and legal, accounting and other professional fees.

Research and Development

Our research and development activities are focused on leveraging our technology platform to develop additional proprietary products and applications. Research and development expense consists primarily of personnel and related costs, product registration expenses, and third-party testing. We expense research and development costs as incurred.

Other Income (Expense)

We record interest income, interest expense, as well as other non-operating transactions, as other income (expense) in our consolidated statements of operations.

Results of Operations

Fluctuations in Operating Results

Our results of operations have fluctuated significantly from period to period in the past and are likely to continue to do so in the future. We anticipate that our results of operations will be affected for the foreseeable future by several factors that may contribute to these periodic fluctuations, including fluctuations in the buying patterns of our current or potential customers for which we have no visibility, the mix of product sales including a change in the percentage of higher or lower margin formulations and packaging configurations of our products, the cost of product sales including component costs, our inability for any reason to be able to meet demand, the achievement and timing of research and development and regulatory milestones, unforeseen changes in expenses, including non-cash expenses such as the fair value of equity awards granted and the fair value change of derivative liabilities, the calculation of which includes several variable assumptions, and unforeseen manufacturing or supply issues, among other issues. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a reliable indication of our future performance. As of the date of this filing, we are not aware of any trends in these factors or events or conditions that we believe are reasonably likely to impact our results of operations in the future.

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Comparison of the Three Months Ended January 31, 2024 and 2023

Net Product Sales

Net product sales were $325,000 and $396,000 for the three months ended January 31, 2024 and 2023, respectively. The decrease of $71,000 was attributable to decreased sales across our end user network. Our top customer accounted for $38,000 of net product sales for the three months ended January 31, 2024.

For the three months ended January 31, 2024, one customer accounted for 12% of net product sales. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales were U.S. based sales.

For the three months ended January 31, 2023, two customers accounted for 16% and 15% of net product sales, respectively. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales were U.S. based sales.

During the three months ended January 31, 2024 and 2023, we recognized $1,000 in royalties from a nonexclusive third-party distributor, respectively.

Cost of Goods Sold

Cost of goods sold was $149,000 and $200,000 for the three months ended January 31, 2024 and 2023, respectively.

The decrease of $51,000 was primarily attributable to a reduction in sales.

Gross margin as a percentage of net product sales, or gross margin percentage, was 54% and 49% for the three months ended January 31, 2024 and 2023, respectively. The increase in gross margin percentage was primarily attributable to increased sales of higher margin packaging configurations of our products during the quarter ended January 31, 2024, as compared with the prior period.

Selling, General and Administrative Expense

Selling, general and administrative expense was $1,065,000 and $1,180,000 for the three months ended January 31, 2024 and 2023, respectively. The decrease of $115,000 was primarily attributable to decreased personnel costs, professional service fees and share-based compensation. These decreases were partially offset by increased travel and marketing expense.

Share-based compensation expense, included in selling, general and administrative expense, was $64,000 and $127,000 for the three months ended January 31, 2024 and 2023, respectively. The decrease of $63,000 is primarily due to the prior year vesting of stock options and restricted stock units granted to employees, directors and consultants supporting our selling, general and administrative functions.

Research and Development Expense

Research and development expense, primarily consisting of third-party fees and personnel costs, was $76,000 and $75,000 for the three months ended January 31, 2024 and 2023, respectively.

Interest Expense

Interest expense was $38,000 and $2,000 for the three months ended January 31, 2024 and 2023, respectively. The increase of $36,000 was primarily due to accrued interest on the July and October 2023 convertible notes.

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Comparison of the Six Months Ended January 31, 2024 and 2023

Net Product Sales

Net product sales were $1,043,000 and $863,000 for the six months ended January 31, 2024 and 2023, respectively. The increase of $180,000 was attributable to increased sales across our end user network. Our top customer accounted for $309,000 of net product sales for the six months ended January 31, 2024.

For the six months ended January 31, 2024, one individual customer accounted for 30% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales were U.S. based sales.

For the six months ended January 31, 2023, one individual customer accounted for 10% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales were U.S. based sales.

During the six months ended January 31, 2024 and 2023, we recognized $5,000 in royalties from a nonexclusive third-party distributor, respectively.

Cost of Goods Sold

Cost of goods sold was $429,000 and $414,000 for the six months ended January 31, 2024 and 2023, respectively. The increase of $15,000 was primarily attributable to increased sales.

Gross margin as a percentage of net product sales, or gross margin percentage, was 59% and 52% for the six months ended January 31, 2024 and 2023, respectively. The increase in gross margin percentage was primarily attributable to the sale of higher margin packaging configurations of our products during the six months ended January 31, 2024, as compared with the prior period.

Selling, General and Administrative Expense

Selling, general and administrative expense was $2,138,000 and $2,345,000 for the six months ended January 31, 2024 and 2023, respectively. The decrease of $207,000 was primarily attributable to decreased personnel costs, professional service fees, board of director fees and share-based compensation. These decreases were partially offset by increased travel expense.

Share-based compensation expense, included in selling, general and administrative expense, was $144,000 and $211,000 for the six months ended January 31, 2024 and 2023, respectively. The decrease of $67,000 is primarily due to the prior year vesting of stock options and restricted stock units granted to employees, directors and consultants supporting our selling, general and administrative functions.

Research and Development Expense

Research and development expense, primarily consisting of third-party fees and personnel costs, was $156,000 and $153,000 for the six months ended January 31, 2024 and 2023, respectively.

Interest Expense

Interest expense was $62,000 and $4,000 for the six months ended January 31, 2024 and 2023, respectively. The increase of $58,000 was primarily due to accrued interest on the July and October 2023 convertible note.

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Liquidity and Capital Resources

As of January 31, 2024, we had $632,000 in cash and cash equivalents compared with $1,170,000 in cash and cash equivalents as of July 31, 2023. The net decrease in cash and cash equivalents was attributable to cash used to fund continuing operations. Additionally, as of January 31, 2024, we had $545,000 of current liabilities, including $409,000 in accounts payable, compared with $532,000 of current liabilities, including $422,000 in accounts payable as of July 31, 2023. The net decrease in current liabilities was due to a reduction of trade payables due to our contract manufactures.

We have a history of recurring losses, and as of January 31, 2024 we have a stockholder deficiency of $1,321,000. During the six months ended January 31, 2024, we recorded a net loss of $1,737,000 on recorded net revenue of $1,048,000. In addition, during the six months ended January 31, 2024 we used $1,323,000 in operating activities resulting in a cash balance of $557,000 as of January 31, 2024. Our history of recurring operating losses, and negative cash flows from operating activities give rise to substantial doubt regarding our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from our possible inability to continue as a going concern.

Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources.

Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

In addition, the condensed consolidated financial statements included in this Quarterly Report have been prepared and presented on a basis assuming we will continue as a going concern. Until we can generate significant cash from operations, we expect to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether. Our financial statements do not include any adjustment relating to recoverability or classification of recorded assets and classification of recorded liabilities.

We believe the following accounting policies and estimates are critical to aid you in understanding and evaluating our reported financial results.

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Revenue Recognition

We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process:

1.	Identify the contract with the customer
2.	Identify the performance obligations in the contract
3.	Determine the transaction price
4.	Allocate the transaction price to the performance obligations in the contract
5.	Recognize revenue when (or as) each performance obligation is satisfied

Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE^® Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains, food processors and food transportation companies. We also offer PURE Control^® as a direct food contact processing aid.

Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price.

Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products.

Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns.

Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales.

We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

We do not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

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The Company’s licensing contracts typically provide for royalties based on the licensee’s sales of various configurations of PURE Hard Surface. The Company records its royalty revenue in the month in which the licensee sold our products to end users. Payments are generally received in the subsequent month.

Variable Consideration

We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

Share-Based Compensation

We grant equity-based awards under share-based compensation plans or stand-alone contracts. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.

Recent Accounting Pronouncements

See Note 4 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, or the Exchange Act, and as provided in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission, or SEC, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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As required by Rule 13a-15(b) under the Exchange Act, our management conducted an evaluation, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on the foregoing evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial Officer, concluded that there were no changes in our internal controls over financial reporting during the six months ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – Other Information

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and any adverse result in these or other matters may arise from time to time that could harm our business. We are not currently aware of any such legal proceedings or claims to which we or our wholly owned subsidiary is a party or of which any of our property is subject that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, including the risk factor included below, as well as the risk factors disclosed in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended July 31, 2023, which we filed with the SEC on October 30, 2023 (the “Form 10-K”). Other than the risk factor included below, the risks and uncertainties described in “Item 1A — Risk Factors” of our Form 10-K have not materially changed. Any of the risks discussed in this Quarterly Report on Form 10-Q, including the risk factor included below, or any of the risks disclosed in “Item 1A — Risk Factors” of our Form 10-K, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects.

Risks Related to Our Business and Industry

As a result of our historical lack of financial liquidity, we do not currently have sufficient working capital to fund our planned operations and may not be able to continue as a going concern.

We have a history of recurring losses, and as of January 31, 2024 we have incurred a cumulative net loss of $135,000,000. During the six months ended January 31, 2024, we recorded a net loss of $1,737,000 on recorded net revenue of $1,048,000. In addition, during the six months ended January 31, 2024 we used $1,323,000 in operating activities resulting in a cash balance of $557,000 as of January 31, 2024. As a result, our existing cash resources are not sufficient to meet our anticipated needs over the next twelve months from the date hereof, and we will need to raise additional capital to continue our operations and to implement our business plan, which capital may not be available on acceptable terms or at all.

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Our capital requirements will depend on many factors, including, among others:

● the market acceptance of, and demand for, our products;

● the timing and costs of executing our sales and marketing strategies;

● our ability to successfully complete the in-plant validation trials requested by potential customers and our ability to convert these trials into customer orders for our products;

● the costs and time required to obtain the necessary regulatory approvals for our products, including the required USDA approvals:

● the extent to which we invest in new testing and product development, including in-plant optimization trials;

● the extent to which our customers continue to place product orders as expected and expand their existing use of our products;

● the cost and time to satisfy unique customer requirements regarding validation trials or to support the value proposition and benefits of our products;

● the timing of vendor payments and the collection of receivables, among other factors affecting our working capital;

● our ability to control the timing and amount of our operating expenses, including the costs to attract and retain personnel with the skills required to implement our business plan; and

● the costs to file, prosecute and defend our intellectual property rights.

The above factors, along with our history and near term forecast of incurring net losses and negative operating cash flows, raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional capital from external sources, we will not have sufficient working capital to fund our planned operations or be able to continue as a going concern. We cannot assure you that additional financing will be available when needed or that, if available, we can obtain financing on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

24

Item 6. Exhibits

The following Exhibits are filed as part of this report pursuant to Item 601 of Regulation S-K:

3.1	Certificate of Incorporation of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed with the SEC on October 29, 2012)
3.1.1	Certificate of Amendment to Certificate of Incorporation of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.1.1 of the Annual Report on Form 10-K filed with the SEC on October 29, 2012)
3.1.2	Certificate of Amendment to Certificate of Incorporation of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on May 19, 2021).
3.2	Bylaws of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K, filed with the SEC on October 29, 2012)
3.2.1	Amendment to the Bylaws of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.2.1 to the Annual Report on Form 10-K, filed with the SEC on October 29, 2012)
31.1 *	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *	Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 *	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at January 31, 2024 and July 31, 2023; (ii) Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2024 and 2023; (iii) Condensed Consolidated Statements of Stockholders’ equity for the three and six months ended January 31, 2024 and 2023 ;(iv) Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2024 and 2023; and (v) Notes to Condensed Consolidated Financial Statements.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

25

Signatures

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PURE BIOSCIENCE, INC.
Date: March 18, 2024	By:	/s/ ROBERT F. BARTLETT
		Robert F. Bartlett, Chief Executive Officer (Principal Executive Officer)
Date: March 18, 2024	By:	/s/ MARK S. ELLIOTT
		Mark S. Elliott, Vice President, Finance
		(Principal Financial and Accounting Officer)

26

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Robert F. Bartlett, Chief Executive Officer of PURE Bioscience, Inc., certify that:

1.	I have reviewed this report on Form 10-Q of PURE Bioscience, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2024	By:	/s/ Robert F. Bartlett
		Robert F. Bartlett
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark S. Elliott, Vice President, Finance and Principal Financial and Accounting Officer of PURE Bioscience, Inc., certify that:

1.	I have reviewed this report on Form 10-Q of PURE Bioscience, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2024	By:	/s/ MARK S. ELLIOTT
		Mark S. Elliott
		Vice President, Finance
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Pure Bioscience, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)	the accompanying report on Form 10-Q of the Company for the period ended January 31, 2024, to which this Certificate is attached (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 18, 2024	By:	/s/ Robert F. Bartlett
		Robert F. Bartlett
		Chief Executive Officer
		(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Pure Bioscience, Inc. and will be retained by Pure Bioscience, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Pure Bioscience, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Pure Bioscience, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)	the accompanying report on Form 10-Q of the Company for the period ended January 31, 2024, to which this Certificate is attached (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 18, 2024	By:	/s/ Mark S. Elliott
		Mark S. Elliott
		Vice President, Finance
		(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Pure Bioscience, Inc. and will be retained by Pure Bioscience, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Pure Bioscience, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

XML

Cover - shares	6 Months Ended
	Jan. 31, 2024	Mar. 16, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--07-31
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
Title of 12(g) Security	Common Stock, $0.01 par value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		111,856,473

XML

Condensed Consolidated Balance Sheets - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Current assets
Cash and cash equivalents	$ 557,000	$ 1,095,000
Accounts receivable	171,000	285,000
Inventories, net	74,000	88,000
Restricted cash	75,000	75,000
Prepaid expenses	62,000	61,000
Total current assets	939,000	1,604,000
Property, plant and equipment, net	147,000	221,000
Total assets	1,086,000	1,825,000
Current liabilities
Accounts payable	409,000	422,000
Accrued liabilities	136,000	110,000
Total current liabilities	545,000	532,000
Long-term liabilities
Total long-term liabilities	1,862,000	1,021,000
Total liabilities	2,407,000	1,553,000
Commitments and contingencies
Stockholders’ equity (deficiency)
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value: 150,000,000 shares authorized, 111,856,473 shares issued and outstanding at January 31, 2024, and July 31, 2023	1,119,000	1,119,000
Additional paid-in capital	132,542,000	132,398,000
Accumulated deficit	(134,982,000)	(133,245,000)
Total stockholders’ equity (deficiency)	(1,321,000)	272,000
Total liabilities and stockholders’ equity (deficiency)	1,086,000	1,825,000
Related Party [Member]
Long-term liabilities
Note payable to related parties	$ 1,862,000	$ 1,021,000

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jan. 31, 2024	Jul. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	111,856,473	111,856,473
Common stock, shares outstanding	111,856,473	111,856,473

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Total revenue	$ 326,000	$ 397,000	$ 1,048,000	$ 868,000
Cost of goods sold	149,000	200,000	429,000	414,000
Gross profit	177,000	197,000	619,000	454,000
Operating costs and expenses
Selling, general and administrative	1,065,000	1,180,000	2,138,000	2,345,000
Research and development	76,000	75,000	156,000	153,000
Total operating costs and expenses	1,141,000	1,255,000	2,294,000	2,498,000
Loss from operations	(964,000)	(1,058,000)	(1,675,000)	(2,044,000)
Other income (expense)
Other income (expense), net				(5,000)
Interest expense, net	(38,000)	(2,000)	(62,000)	(4,000)
Total other income (expense)	(38,000)	(2,000)	(62,000)	(9,000)
Net loss	$ (1,002,000)	$ (1,060,000)	$ (1,737,000)	$ (2,053,000)
Basic net loss per share	$ (0.02)	$ (0.02)	$ (0.01)	$ (0.01)
Diluted net loss per share	$ (0.02)	$ (0.02)	$ (0.01)	$ (0.01)
Shares used in computing basic net loss per share	111,856,473	111,356,473	111,856,473	111,356,473
Shares used in computing diluted net loss per share	111,856,473	111,356,473	111,856,473	111,356,473
Product [Member]
Total revenue	$ 325,000	$ 396,000	$ 1,043,000	$ 863,000
Royalty [Member]
Total revenue	$ 1,000	$ 1,000	$ 5,000	$ 5,000

XML

Condensed Consolidated Statement of Stockholders' Equity (Deficiency) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jul. 31, 2022	$ 1,114,000	$ 132,079,000	$ (129,284,000)	$ 3,909,000
Balance, shares at Jul. 31, 2022	111,356,473
Share-based compensation expense - stock options		169,000		169,000
Share-based compensation expense - restricted stock units		42,000		42,000
Net loss			(2,053,000)	(2,053,000)
Balance at Jan. 31, 2023	$ 1,114,000	132,290,000	(131,337,000)	2,067,000
Balance, shares at Jan. 31, 2023	111,356,473
Balance at Oct. 31, 2022	$ 1,114,000	132,163,000	(130,277,000)	3,000,000
Balance, shares at Oct. 31, 2022	111,356,473
Share-based compensation expense - stock options		106,000		106,000
Share-based compensation expense - restricted stock units		21,000		21,000
Net loss			(1,060,000)	(1,060,000)
Balance at Jan. 31, 2023	$ 1,114,000	132,290,000	(131,337,000)	2,067,000
Balance, shares at Jan. 31, 2023	111,356,473
Balance at Jul. 31, 2023	$ 1,119,000	132,398,000	(133,245,000)	272,000
Balance, shares at Jul. 31, 2023	111,856,473
Share-based compensation expense - stock options		144,000		144,000
Share-based compensation expense - restricted stock units
Net loss			(1,737,000)	(1,737,000)
Balance at Jan. 31, 2024	$ 1,119,000	132,542,000	(134,982,000)	(1,321,000)
Balance, shares at Jan. 31, 2024	111,856,473
Balance at Oct. 31, 2023	$ 1,119,000	132,478,000	(133,980,000)	(383,000)
Balance, shares at Oct. 31, 2023	111,856,473
Share-based compensation expense - stock options		64,000		64,000
Share-based compensation expense - restricted stock units
Net loss			(1,002,000)	(1,002,000)
Balance at Jan. 31, 2024	$ 1,119,000	$ 132,542,000	$ (134,982,000)	$ (1,321,000)
Balance, shares at Jan. 31, 2024	111,856,473

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Operating activities
Net loss	$ (1,002,000)	$ (1,060,000)	$ (1,737,000)	$ (2,053,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation			144,000	211,000
Depreciation and amortization			74,000	67,000
Gain on extinguishment of indebtedness
Changes in operating assets and liabilities:
Accounts receivable			114,000	45,000
Inventories			14,000	(21,000)
Prepaid expenses			(1,000)	(6,000)
Interest on note payable			56,000
Accounts payable and accrued liabilities			13,000	(112,000)
Net cash used in operating activities			(1,323,000)	(1,869,000)
Investing activities
Purchases of property, plant and equipment				(37,000)
Net cash used in investing activities				(37,000)
Financing activities
Net proceeds from note payable to related parties			785,000
Net cash provided by financing activities			785,000
Net decrease in cash, cash equivalents, and restricted cash			(538,000)	(1,906,000)
Cash, cash equivalents, and restricted cash at beginning of period			1,170,000	3,466,000
Cash, cash equivalents, and restricted cash at end of period	632,000	1,560,000	632,000	1,560,000
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	557,000	1,485,000	557,000	1,485,000
Restricted cash	75,000	75,000	75,000	75,000
Total cash, cash equivalents and restricted cash	$ 632,000	$ 1,560,000	632,000	1,560,000
Supplemental disclosure of cash flow information
Cash paid for taxes				$ 5,000

XML

Basis of Presentation

6 Months Ended

Jan. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETI H2O Inc., a Nevada corporation. ETI H2O, Inc. currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETI H2O, Inc. during the periods presented in the condensed consolidated financial statements. All inter-company balances and transactions have been eliminated. All references to “PURE,” “we,” “our,” “us” and the “Company” refer to PURE Bioscience, Inc. and our wholly owned subsidiary.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information pursuant to the instructions to Form 10-Q and Article 10/Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended January 31, 2024 are not necessarily indicative of the results that may be expected for other quarters or the year ending July 31, 2024. The July 31, 2023 balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP and included in our Annual Report on Form 10-K. For more complete information, these unaudited financial statements and the notes thereto should be read in conjunction with the audited financial statements for the year ended July 31, 2023 included in our Annual Report on Form 10-K covering such period filed with the Securities and Exchange Commission, or SEC, on October 30, 2023.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

XML

Liquidity and Going Concern

6 Months Ended

Jan. 31, 2024

Liquidity And Going Concern

Liquidity and Going Concern

2. Liquidity and Going Concern

We have a history of recurring losses, and as of January 31, 2024 we have a stockholders deficiency of $1,321,000. During the six months ended January 31, 2024, we recorded a net loss of $1,737,000 on recorded net revenue of $1,048,000. In addition, during the six months ended January 31, 2024 we used $1,323,000 in operating activities resulting in a cash balance of $557,000 as of January 31, 2024. Our history of recurring operating losses, and negative cash flows from operating activities give rise to substantial doubt regarding our ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended July 31, 2023, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from our possible inability to continue as a going concern.

Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources.

Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot ensure that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business.

XML

Significant Accounting Policies

6 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

3. Significant Accounting Policies

Revenue Recognition

We account for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process:

1.	Identify the contract with the customer
2.	Identify the performance obligations in the contract
3.	Determine the transaction price
4.	Allocate the transaction price to the performance obligations in the contract
5.	Recognize revenue when (or as) each performance obligation is satisfied

Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE^® Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains, food processors and food transportation companies. We also offer PURE Control^® as a direct food contact processing aid.

Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price.

Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products.

Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns.

Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales.

We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

A summary of our revenue by product type for the six months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	1,036,000	$	778,000
SILVÉRION		7,000		85,000
	$	1,043,000	$	863,000

A summary of our revenue by product type for the three months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	325,000	$	332,000
SILVÉRION		—		64,000
	$	325,000	$	396,000

Variable Consideration

We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Net Loss Per Share

Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an anti-dilutive effect. As of January 31, 2024 and 2023, stock options, shares issuable upon the conversion of debt, and shares issuable under restricted stock unit awards of 21,481,458 and 9,098,125, respectively, have been excluded from the computation of diluted shares outstanding.

	January 31,
	2024		2023
Common stock options		8,355,625		7,885,625
Restricted stock units		712,500		1,212,500
Shares issuable upon the conversion of debt		12,413,333		—
Total		21,481,458		9,098,125

Inventory

Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold.

Inventories consist of the following:

	January 31, 2024		July 31, 2023
Raw materials	$	18,000	$	11,000
Finished goods		56,000		77,000
	$	74,000	$	88,000

Share-Based Compensation

We periodically issue stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for such grants issued and vesting to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period.

We estimate the fair value of share-based payment awards at the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures.

Concentrations

Gross product sales. For the three months ended January 31, 2024, one customer accounted for 12% of net product sales. For the six months ended January 31, 2024, one customer accounted for 30% of our net product sales. For the three months ended January 31, 2023, two individual customers accounted for 16% and 15% of our net product sales. For the six months ended January 31, 2023, one customer accounted for 10% of our net product sales, respectively.

Accounts receivable. As of January 31, 2024, we had accounts receivable from two customers that comprised of 19% and 17% of total accounts receivable, respectively. As of January 31, 2023, we had accounts receivable from two customers that comprised 31% and 19% of total accounts receivable.

Purchases. For the three months ended January 31, 2024, one vendor accounted for 12% of our purchases. For the six months ended January 31, 2024, two vendors accounted for 16% and 12% of our purchases. For the three months ended January 31, 2023, one vendor accounted for 19% of our purchases. For the six months ended January 31, 2023, one vendor accounted for 14% of our purchases.

Accounts payable. As of January 31, 2024, our largest vendor accounted for 10% of the total accounts payable. As of January 31, 2023, our largest three vendors accounted for 22%, 10% and 10% of the total trade accounts payable, respectively.

Segments

We operate in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, our chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements

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Recent Accounting Pronouncements

6 Months Ended

Jan. 31, 2024

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

4. Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments or ASC 326. The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivable. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As small business filer, the standard became effective for us as of August 1, 2023. The adoption of ASU 2016-13 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

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Debt

6 Months Ended

Jan. 31, 2024

Debt Disclosure [Abstract]

Debt

5. Debt

Note Purchase Agreement with Related Parties

On July 3, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes (the “Notes”, collectively with the Note Purchase Agreement, the “Note Documents”) with an aggregate principal balance of $1,015,000 (the “Private Placement”).The Note Documents provide for subsequent closings for an aggregate offering size of $1.8 million in principal balance. Messrs. Tom Y. Lee and Ivan Chen, each members of the Company’s Board of Directors (the “Board”) invested $1,000,000 and $15,000, as of July 31, 2023, respectively in the Private Placement, through affiliates or directly. On October 20, 2023, we issued an additional Note to Mr. Lee pursuant to the Note Purchase Agreement in a subsequent closing with an aggregate principal of $785,000. The disinterested members of the Board approved the Private Placement. As of January 31, 2024, $1,800,000 of principal was outstanding under these note agreements.

The Note Documents provided that the interest to the Lender shall accrue at the rate of 7.55% and 7.81%, compounded annually, for the July 2023 and October 2023 Note, respectively. The Maturity Date (as defined in the Notes) of the Notes is the third-year anniversary of the date of issuance, or such earlier date as the Notes provide.

Conversion. All or any portion of the principal amount of the Note, plus accrued and unpaid interest, is convertible at any time, in whole or in part, at a Lender’s or the Company’s option, into shares of the Company’s common stock at a conversion price equal to the 30-day volume-weighted average price of the Company’s common stock as reported on the market or exchange on which the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments.

Further, in the event of certain corporate transactions, all outstanding principal and unpaid accrued interest due on such Notes shall be automatically converted into conversion shares on the trading day immediately prior to the closing date of such corporate transaction. The number of shares to be issued upon such conversion shall be based on the VWAP on the last trading day prior to the public announcement of the execution of the definitive documents with respect to such transaction. As of January 31, 2024, the notes and accrued interest were convertible into 12,413,333 shares of common stock.

Events of Default. The Notes Documents provide for certain events of default that are typical for a transaction of this type, including, among other things, default in the payment of principal or interest for more than 30 days, the Company’s making an assignment for the benefit of creditors, within 15 days after the commencement of bankruptcy proceedings against the Company, or breach of certain covenants described below.

Covenants. The Company will be subject to certain customary covenants regarding the current public information, reservation of adequate share reserve, and maintenance of intellectual property rights, among other customary matters.

During the six months ended January 31, 2024, we recognized $56,000 of interest expense related to the Note, respectively. As of January 31, 2024, interest of $62,000 was added to the principal resulting in a balance owed of $1,862,000.

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Stockholders’ Equity

6 Months Ended

Jan. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders’ Equity

6. Stockholders’ Equity

Restricted Stock Units

We issue restricted stock unit awards or RSUs, to key management and as compensation for services to consultants and others. The RSUs typically vest over a one to three-year period and carry a ten-year term. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU subsequently settles, as set forth in the Restricted Stock Unit Agreement. We determine that fair value of those awards at the date of grant, and amortize those awards as an expense over the vesting period of the award. The shares earned under the grant are usually issued when the award settles at the end of the term.

During the six months ended January 31, 2024 no compensation cost related to RSU’s was recognized, as all outstanding RSU’s were fully vested. During the six months ended January 31, 2023, we recognized $42,000 of compensation cost relating to the vesting of RSU’s.

During the six months ended January 31, 2024, no RSUs were granted, issued, or forfeited. All of the remaining 712,500 RSUs outstanding are vested and issuable as of July 31, 2023 and January 31, 2024, respectively. These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for any reason and such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code; (iii) the date of Grantee’s death or (iv) the date of a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”.

A summary of our restricted stock unit activity and related data is as follows:

	Total RSU Shares		Vested and Issuable
Outstanding at July 31, 2023		712,500		712,500
Granted		—		—
Issued		—		—
Forfeited		—		—
Outstanding at January 31, 2024		712,500		712,500

Stock Option Plans

2007 Equity Incentive Plan

In February 2016, we amended and restated our 2007 Equity Incentive Plan, the (“2007 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 shares and extend the term of the 2007 Plan until February 4, 2026. The 2007 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of January 31, 2024, there were approximately 1,021,000 shares available for issuance under the 2007 Plan.

2017 Equity Incentive Plan

In January 2021, we amended and restated our 2017 Equity Incentive Plan, the (“2017 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2017 Plan by 5,000,000 shares and extend the term of the 2007 Plan until January 2031. The 2017 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of January 31, 2024, there were approximately 3,046,000 shares available for issuance under the 2017 Plan.

During the six months ended January 31, 2024, the Compensation Committee of the Board of Directors granted 2,000,000 stock options to our employees, officers, directors and consultants with a fair value of $197,000 as determined by the Black Scholes option pricing model. The vesting terms of the options vary between one and two years and carry a ten-year term. There were no stock options granted during the three months ended January 31, 2024 and 2023.

A summary of our stock option activity is as follows:

	Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at July 31, 2023		6,700,625		$	0.48	$	—
Granted		2,000,000		$	0.12		—
Exercised		—		$	—		—
Cancelled		(345,000	)	$	0.29		—
Outstanding at January 31, 2024		8,355,625		$	0.40	$	—

The weighted-average remaining contractual term of options outstanding at January 31, 2024 was 7.4 years.

At January 31, 2024, options to purchase 7,429,792 shares of common stock were exercisable. These options had a weighted-average exercise price of $0.44 and a weighted average remaining contractual term of 7.1 years. The total unrecognized compensation cost related to unvested stock option grants as of January 31, 2024 was approximately $75,000 and the weighted average period over which these grants are expected to vest is 0.62 years.

For the six months ended January 31, 2024, share-based compensation expense for stock options that vested during the period was $144,000. For the six months ended January 31, 2023, share-based compensation expense for stock options that vested during the period was $169,000.

We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:

	For the six months ended January 31,
	2024			2023
Volatility		110.95	%		91.90	%
Risk-free interest rate		4.18	%		4.00	%
Dividend yield		—	%		—	%
Expected life		5.36			5.34

Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.

The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve.

We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation.

The expected life of options was estimated using the average between the contractual term and the vesting term of the options.

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Related Party Transactions

6 Months Ended

Jan. 31, 2024

Related Party Transactions [Abstract]

Related Party Transactions

7. Related Party Transactions

As of January 31, 2024 and January 31, 2023, accounts payable include $102,600 and $115,250 in board fees due to officers and directors, respectively.

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Significant Accounting Policies (Policies)

6 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition

We account for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process:

1.	Identify the contract with the customer
2.	Identify the performance obligations in the contract
3.	Determine the transaction price
4.	Allocate the transaction price to the performance obligations in the contract
5.	Recognize revenue when (or as) each performance obligation is satisfied

Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE^® Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains, food processors and food transportation companies. We also offer PURE Control^® as a direct food contact processing aid.

Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price.

Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products.

Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns.

Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales.

We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

A summary of our revenue by product type for the six months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	1,036,000	$	778,000
SILVÉRION		7,000		85,000
	$	1,043,000	$	863,000

A summary of our revenue by product type for the three months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	325,000	$	332,000
SILVÉRION		—		64,000
	$	325,000	$	396,000

Variable Consideration

We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Net Loss Per Share

Net Loss Per Share

Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an anti-dilutive effect. As of January 31, 2024 and 2023, stock options, shares issuable upon the conversion of debt, and shares issuable under restricted stock unit awards of 21,481,458 and 9,098,125, respectively, have been excluded from the computation of diluted shares outstanding.

	January 31,
	2024		2023
Common stock options		8,355,625		7,885,625
Restricted stock units		712,500		1,212,500
Shares issuable upon the conversion of debt		12,413,333		—
Total		21,481,458		9,098,125

Inventory

Inventory

Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold.

Inventories consist of the following:

	January 31, 2024		July 31, 2023
Raw materials	$	18,000	$	11,000
Finished goods		56,000		77,000
	$	74,000	$	88,000

Share-Based Compensation

Share-Based Compensation

We periodically issue stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for such grants issued and vesting to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period.

We estimate the fair value of share-based payment awards at the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures.

Concentrations

Concentrations

Gross product sales. For the three months ended January 31, 2024, one customer accounted for 12% of net product sales. For the six months ended January 31, 2024, one customer accounted for 30% of our net product sales. For the three months ended January 31, 2023, two individual customers accounted for 16% and 15% of our net product sales. For the six months ended January 31, 2023, one customer accounted for 10% of our net product sales, respectively.

Accounts receivable. As of January 31, 2024, we had accounts receivable from two customers that comprised of 19% and 17% of total accounts receivable, respectively. As of January 31, 2023, we had accounts receivable from two customers that comprised 31% and 19% of total accounts receivable.

Purchases. For the three months ended January 31, 2024, one vendor accounted for 12% of our purchases. For the six months ended January 31, 2024, two vendors accounted for 16% and 12% of our purchases. For the three months ended January 31, 2023, one vendor accounted for 19% of our purchases. For the six months ended January 31, 2023, one vendor accounted for 14% of our purchases.

Accounts payable. As of January 31, 2024, our largest vendor accounted for 10% of the total accounts payable. As of January 31, 2023, our largest three vendors accounted for 22%, 10% and 10% of the total trade accounts payable, respectively.

Segments

Segments

We operate in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, our chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements

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Significant Accounting Policies (Tables)

6 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Summary of Revenue by Product

A summary of our revenue by product type for the six months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	1,036,000	$	778,000
SILVÉRION		7,000		85,000
	$	1,043,000	$	863,000

A summary of our revenue by product type for the three months ended January 31, 2024 and 2023 is as follows:

	January 31,
	2024		2023
PURE Hard Surface	$	325,000	$	332,000
SILVÉRION		—		64,000
	$	325,000	$	396,000

Schedule of Anti-dilutive Securities Excluded from Computation of earnings Per Share

	January 31,
	2024		2023
Common stock options		8,355,625		7,885,625
Restricted stock units		712,500		1,212,500
Shares issuable upon the conversion of debt		12,413,333		—
Total		21,481,458		9,098,125

Schedule of Inventories

Inventories consist of the following:

	January 31, 2024		July 31, 2023
Raw materials	$	18,000	$	11,000
Finished goods		56,000		77,000
	$	74,000	$	88,000

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Stockholders’ Equity (Tables)

6 Months Ended

Jan. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Activity

A summary of our restricted stock unit activity and related data is as follows:

	Total RSU Shares		Vested and Issuable
Outstanding at July 31, 2023		712,500		712,500
Granted		—		—
Issued		—		—
Forfeited		—		—
Outstanding at January 31, 2024		712,500		712,500

Schedule of Stock Option Activity

A summary of our stock option activity is as follows:

	Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at July 31, 2023		6,700,625		$	0.48	$	—
Granted		2,000,000		$	0.12		—
Exercised		—		$	—		—
Cancelled		(345,000	)	$	0.29		—
Outstanding at January 31, 2024		8,355,625		$	0.40	$	—

Schedule of Fair Value Assumptions

	For the six months ended January 31,
	2024			2023
Volatility		110.95	%		91.90	%
Risk-free interest rate		4.18	%		4.00	%
Dividend yield		—	%		—	%
Expected life		5.36			5.34

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Liquidity and Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	Oct. 31, 2023	Jul. 31, 2023	Oct. 31, 2022	Jul. 31, 2022
Liquidity And Going Concern
Stockholders deficiency	$ 1,321,000	$ (2,067,000)	$ 1,321,000	$ (2,067,000)	$ 383,000	$ (272,000)	$ (3,000,000)	$ (3,909,000)
Net loss	1,002,000	1,060,000	1,737,000	2,053,000
Revenue	326,000	397,000	1,048,000	868,000
Net cash provided by (used) in operating activities			1,323,000	1,869,000
Cash and cash equivalents	$ 557,000	$ 1,485,000	$ 557,000	$ 1,485,000		$ 1,095,000

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Summary of Revenue by Product (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Product Information [Line Items]
Revenue	$ 325,000	$ 396,000	$ 1,043,000	$ 863,000
PURE Hard Surface [Member]
Product Information [Line Items]
Revenue	325,000	332,000	1,036,000	778,000
Sil Verion [Member]
Product Information [Line Items]
Revenue		$ 64,000	$ 7,000	$ 85,000

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Schedule of Anti-dilutive Securities Excluded from Computation of earnings Per Share (Details) - shares	6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	21,481,458	9,098,125
Common Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	8,355,625	7,885,625
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	712,500	1,212,500
Shares Issuable Upon The Conversion Of Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,413,333

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Schedule of Inventories (Details) - USD ($)	Jan. 31, 2024	Jul. 31, 2023
Accounting Policies [Abstract]
Raw materials	$ 18,000	$ 11,000
Finished goods	56,000	77,000
Inventories	$ 74,000	$ 88,000

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Significant Accounting Policies (Details Narrative)	3 Months Ended		6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024 Segments shares	Jan. 31, 2023 shares
Product Information [Line Items]
Antidilutive securities | shares			21,481,458	9,098,125
Number of operating segments | Segments			1
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customer One [Member]
Product Information [Line Items]
Concentration risk percentage	12.00%	16.00%	30.00%	10.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customers Two [Member]
Product Information [Line Items]
Concentration risk percentage		15.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member]
Product Information [Line Items]
Concentration risk percentage			19.00%	31.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member]
Product Information [Line Items]
Concentration risk percentage			17.00%	19.00%
Customer Concentration Risk [Member] | Purchases [Member] | One Vendor [Member]
Product Information [Line Items]
Concentration risk percentage	12.00%	19.00%	16.00%	14.00%
Customer Concentration Risk [Member] | Purchases [Member] | Two Vendor [Member]
Product Information [Line Items]
Concentration risk percentage			12.00%
Customer Concentration Risk [Member] | Accounts Payable [Member] | One Vendor [Member]
Product Information [Line Items]
Concentration risk percentage			10.00%	22.00%
Customer Concentration Risk [Member] | Accounts Payable [Member] | Two Vendor [Member]
Product Information [Line Items]
Concentration risk percentage				10.00%
Customer Concentration Risk [Member] | Accounts Payable [Member] | Three Vendor [Member]
Product Information [Line Items]
Concentration risk percentage				10.00%

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Debt (Details Narrative) - USD ($)			6 Months Ended
	Jan. 31, 2024	Jul. 03, 2023	Jan. 31, 2024	Jan. 31, 2023	Jul. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion price, description		the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments.
Interest on note payable			$ 56,000
Interest payable	$ 62,000		62,000
Notes payable	$ 1,862,000		1,862,000
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Notes and accrued interest convered into common stock	12,413,333
July 2023 Note [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Interest rate		7.55%
October 2023 Note [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Interest rate		7.81%
Private Placement [Member] | Tom Y. Lee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Investments amount					$ 1,000,000
Private Placement [Member] | Ivan Chen [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Investments amount					$ 15,000
Note Purchase Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate principal balance	$ 1,800,000	$ 1,015,000	$ 1,800,000
Aggregate offering		1,800,000
Note Purchase Agreement [Member] | Mr. Lee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate principal balance		$ 785,000

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Schedule of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jan. 31, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, Beginning balance	712,500
Granted
Issued
Forfeited
Outstanding, Ending balance	712,500
Vested and Issuable [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, Beginning balance	712,500
Granted
Issued
Forfeited
Outstanding, Ending balance	712,500

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Schedule of Stock Option Activity (Details) - 2017 Equity Incentive Plan [Member]	6 Months Ended
	Jan. 31, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding Shares, Beginning Balance | shares	6,700,625
Weighted- Average Exercise Price Outstanding, Beginning Balance | $ / shares	$ 0.48
Aggregate Intrinsic Value Outstanding, Beginning Balance | $
Shares, Granted | shares	2,000,000
Weighted- Average Exercise Price, Granted | $ / shares	$ 0.12
Shares, Exercised | shares
Weighted- Average Exercise Price, Exercised | $ / shares
Shares, Expired | shares	(345,000)
Weighted- Average Exercise Price, Expired | $ / shares	$ 0.29
Options Outstanding Shares, Ending Balance | shares	8,355,625
Weighted- Average Exercise Price Outstanding, Ending Balance | $ / shares	$ 0.40
Aggregate Intrinsic Value Outstanding, Ending Balance | $

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Schedule of Fair Value Assumptions (Details)	6 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Share-Based Payment Arrangement [Abstract]
Volatility	110.95%	91.90%
Risk-free interest rate	4.18%	4.00%
Dividend yield
Expected life	5 years 4 months 9 days	5 years 4 months 2 days

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Stockholders’ Equity (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	Jan. 31, 2021	Feb. 29, 2016	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	Jul. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation					$ 144,000	$ 169,000
Weighted average contractual term					7 years 4 months 24 days
Options issued to purchase common stock exercisable			7,429,792		7,429,792
Weighted average exercise price			$ 0.44		$ 0.44
Weighted average contractual term					7 years 1 month 6 days
Unrecognized non-cash compensation costs			$ 75,000		$ 75,000
Unrecognized non-cash compensation costs for weighted average contractual term grants					7 months 13 days
Employees Officers Directors and Consultants [Member] | Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted			0	0	2,000,000
Fair value of options issued to purchase common stock					$ 197,000
Option vested description					The vesting terms of the options vary between one and two years and carry a ten-year term.
2007 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares increase under the plan		4,000,000
Share-based compensation, expiration date		Feb. 04, 2026
Share-based compensation, vesting period		10 years
Number of shares available for issuance under the plan			1,021,000		1,021,000
2017 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares increase under the plan	5,000,000
Share-based compensation, vesting period	10 years
Number of shares available for issuance under the plan			3,046,000		3,046,000
Options granted					2,000,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation					$ 0	$ 42,000
Number of units, vested and issuable			712,500		712,500		712,500
Restricted stock units vested description					These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for any reason and such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code; (iii) the date of Grantee’s death or (iv) the date of a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”.
Restricted Stock Units (RSUs) [Member] | Vested and Issuable [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of units, vested and issuable			712,500		712,500		712,500

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Related Party Transactions (Details Narrative) - USD ($)	Jan. 31, 2024	Jul. 31, 2023	Jan. 31, 2023
Accounts payable	$ 409,000	$ 422,000
Board Fees due to Officers and Directors [Member]
Accounts payable	$ 102,600		$ 115,250