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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 22, 2025

 

PURE BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-14468   33-0530289

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

771 Jamacha Rd., #512

El Cajon, California

   92019
(Address of principal executive offices)   (Zip Code)

 

 

(Former name or former address, if changed since last report)

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

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

 

Pure Bioscience, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on January 22, 2025. Of the 111,856,485 shares of the Company’s common stock outstanding as of the record date, 61,264,581 shares, or 54.77%, were represented at the Annual Meeting either in person or by proxy.

 

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

 

(1) Election of Directors. The Company’s stockholders elected each of Tom Y. Lee, CPA, Ivan Chen, Tom Myers, David M. Rendall, Robert Bartlett, Bernard Blotner and Darin Zehr with the approval of 98.18%, 98.10%, 95.59%, 96.13%, 95.59%, 96.11% and 96.11%, of the votes cast, respectively, to hold office until next year’s Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following table shows the tabulation of the votes cast For and Withheld with respect to the election of each of the director nominees as well as the Broker Non-Votes submitted for each director nominee:

 

Director  For   Withheld   Broker
Non-Votes		 
Tom Y. Lee, CPA   46,240,629    855,362    14,168,590 
Ivan Chen   46,199,945    896,046    14,168,590 
Tom Myers   45,020,145    2,075,846    14,168,590 
David M. Rendall   45,272,467    1,823,524    14,168,590 
Robert Bartlett   45,019,723    2,076,268    14,168,590 
Bernard Blotner   45,261,967    1,834,024    14,168,590 
Darin Zehr   45,263,217    1,832,774    14,168,590 

 

(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A., with the approval of 99.19% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

 

For   Against   Abstentions
60,080,488   485,255   698,838

 

(3) Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers, with the approval of 95.49% of the votes cast, as disclosed in the Proxy Statement. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:

 

For   Against   Abstentions   Broker Non-Votes
44,159,895   2,082,917   859,179   14,168,590

 

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

 

 

 

 

SIGNATURES

 

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

 

  PURE BIOSCIENCE, INC.
     
Dated: January 28, 2025 By: /s/ Robert Bartlett
    Robert Bartlett
    Chief Executive Officer

 

 

 

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Entity Address, Address Line One 771 Jamacha Rd., #512
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PURE Bioscience (PK) (USOTC:PURE)
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