Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 08, 2023

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.)

9669 Hermosa Avenue

Rancho Cucamonga, California

91730

(Address of principal executive offices)

(Zip Code)

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

Not applicable

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

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

Pure Bioscience, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on February 08, 2023. Of the 111,356,485 shares of the Company’s common stock outstanding as of the record date, 65,965,992 shares, or 59.23%, 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, Kristin A. Taylor, David M. Rendall, Robert Bartlett, and Bernard Blotner with the approval of 96.67%, 99.19%, 98.33%, 96.60%, 97.38%, 97.35% and 97.34%, 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		52,417,512		1,805,553		11,742,927
Ivan Chen		53,783,287		439,778		11,742,927
Tom Myers		53,317,145		905,920		11,742,927
Kristin A. Taylor		52,377,326		1,845,739		11,742,927
David M. Rendall		52,804,580		1,418,485		11,742,927
Robert Bartlett		52,786,761		1,436,304		11,742,927
Bernard Blotner		52,782,415		1,440,650		11,742,927

(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A., with the approval of 99.87% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2023. 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
	65,354,828				78,962				532,202

(3) Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers, with the approval of 96.84% 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
	49,699,924				1,617,819				2,905,322				11,742,927

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.