PURE BIOSCIENCE, INC.
For the period ended Jul 31, 2025. Filed Oct 29, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Oct 29, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-07-31; filed 2024-10-29.
0001493152-24-042939
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-07-31; filed 2025-10-29.
0001493152-25-020065
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 73 current paragraphs.
55 unchanged; 13 reworded; 4 added; 2 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Other Income (Expense)
Current report
Other income was $172,000 compared to other expense of $4,000 for the fiscal year ended July 31, 2025 and 2024, respectively. During the fiscal year ended July 31, 2025, we received $175,000 from the U.S. Governments Employee Retention Tax Credit Program.
Current report
During the fiscal year ended July 31, 2025, the Company issued additional 2025 Notes to Mr. Lee and his affiliates pursuant to the 2025 Note Purchase Agreement in subsequent closings with an aggregate principal of $1,500,000. As of July 31, 2025, $2,000,000 of principal was outstanding under the 2025 Note Documents.
Current report
There we no fixed asset impairments during the fiscal year ended July 31, 2025.
Removed paragraphs (2)
Previous report
During the fiscal year ended July 31, 2023, management performed its annual impairment test and determined that its forecasted operations could no longer support $237,000 of manufacturing equipment previously capitalized as fixed assets, and as such an impairment was recognized. In addition, we wrote down $78,000 of construction in progress due to the termination of the Company’s lease at its primary facility in Rancho Cucamonga, California.
Previous report
As of July 31, 2023, management performed its annual impairment test and determined that its forecasted operations could no longer support $237,000 of manufacturing equipment previously capitalized as fixed assets, and as such an impairment was recognized. In addition, we wrote down $78,000 of construction in progress due to the termination of the Company’s lease at its primary facility in Rancho Cucamonga, California.
Reworded paragraphs (13)
Previous wording
Net product sales were $1,955,000 and $1,871,000 for the fiscal years ended July 31, 2024 and 2023, respectively. The increase of $84,000 was attributable to increased sales across our distribution network servicing the food processing industry. Our top three customers accounted for $678,000 of net product sales for the fiscal year ended July 31, 2024.
Current wording
Net product sales were $2,198,000 and $1,955,000 for the fiscal years ended July 31, 2025 and 2024, respectively. The increase of $243,000 was attributable to increased sales across our end-user and distribution network servicing the food processing industry. Our top three customers accounted for $787,000 of net product sales for the fiscal year ended July 31, 2025.
Previous wording
For the year ended July 31, 2023, one customer accounted for 24% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. There were no foreign sales during the fiscal year ended July 31, 2023.
Current wording
For the year ended July 31, 2025, one customer accounted for 18% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. There were no foreign sales during the fiscal year ended July 31, 2025.
Previous wording
During the fiscal years ended July 31, 2024 and 2023, we recognized $8,000 and $6,000 in royalties from a non-exclusive third-party distributor, respectively.
Current wording
During the fiscal years ended July 31, 2025 and 2024, we recognized $4,000 and $8,000 in royalties from a non-exclusive third-party distributor, respectively.
Previous wording
Cost of goods sold was $811,000 and $906,000 for the years ended July 31, 2024 and 2023, respectively. The decrease of $95,000 was attributable to the sale of higher margin products during the current fiscal year.
Current wording
Cost of goods sold was $899,000 and $811,000 for the years ended July 31, 2025 and 2024, respectively. The increase of $88,000 was primarily attributable to increased sales during the current fiscal year.
Previous wording
Gross margin, as a percentage of net product sales, was 59% and 52% for the years ended July 31, 2024 and 2023, respectively. The increase in gross margin percentage was primarily attributable to the sale of higher margin formulations and packaging configurations of our products during the fiscal year ended July 31, 2024 as compared with the current year.
Current wording
Gross margin, as a percentage of net product sales, was 59% for the years ended July 31, 2025 and 2024. Gross margin is a result of product mix. Our bulk volume products have higher margin formulations compared to our smaller configurations that require increased labor and packaging costs.
Previous wording
Selling, general and administrative expense was $3,981,000 and $4,302,000 for the years ended July 31, 2024 and 2023, respectively. The decrease of $321,000 was primarily attributable to decreased personnel, facility and board fees. These decreases were offset by increased marketing and travel fees.
Current wording
Selling, general and administrative expense was $3,259,000 and $3,981,000 for the years ended July 31, 2025 and 2024, respectively. The decrease of $722,000 was primarily attributable to decreased personnel, facility and board fees. These decreases were offset by increased marketing and travel fees.
Previous wording
Share-based compensation expense included in selling, general and administrative expense, was $214,000 and $324,000 for the fiscal years ended July 31, 2024 and 2023, respectively. The decrease of $110,000 is 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.
Current wording
Share-based compensation expense included in selling, general and administrative expense, was $147,000 and $214,000 for the fiscal years ended July 31, 2025 and 2024, respectively. The decrease of $67,000 is 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.
Previous wording
Research and development expense, primarily consisting of third-party fees and personnel costs, was $302,000 and $297,000 for the years ended July 31, 2024 and 2023, respectively. The slight decrease was primarily attributable to decreased third-party testing and research supporting our EPA and FDA efforts.
Current wording
Research and development expense, primarily consisting of third-party fees and personnel costs, was $316,000 and $302,000 for the years ended July 31, 2025 and 2024, respectively. The slight decrease was primarily attributable to decreased third-party testing and research supporting our EPA and FDA efforts.
Previous wording
During the fiscal year ended July 31, 2024, management performed its annual impairment test and determined that its forecasted operations could no longer support $60,000 of computer software previously capitalized as fixed assets, and as such an impairment was recognized.
Current wording
During the fiscal year ended July 31, 2024, management performed its annual impairment test and determined that its forecasted operations could no longer support $60,000 of computer software previously capitalized as fixed assets, and as such an impairment was recognized. There were no impairments recognized during the fiscal year ended July 31, 2025.
Previous wording
Interest expense was $155,000 and $14,000 for the fiscal year ended July 31, 2024 and 2023, respectively. The increase of $141,000 was primarily due to accrued interest on the outstanding convertible notes.
Current wording
Interest expense was $299,000 and $155,000 for the fiscal year ended July 31, 2025 and 2024, respectively. The increase of $144,000 was primarily due to accrued interest on the outstanding convertible notes.
Previous wording
As of July 31, 2024, we had $424,000 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 the use of cash to fund our operations. Additionally, as of July 31, 2024, we had $3,682,000 of total liabilities, including $601,000 in accounts payable, compared with $1,553,000 of total liabilities, including $422,000 in accounts payable as of July 31, 2023. The net increase in total liabilities was due to the multiple note payable financings, summarized below, that occurred during the fiscal year ended July 31, 2024 and 2023.
Current wording
As of July 31, 2025, we had $409,000 in cash and cash equivalents compared with $424,000 in cash and cash equivalents as of July 31, 2024. The net decrease in cash and cash equivalents was attributable to the use of cash to fund our operations. Additionally, as of July 31, 2025, we had $6,174,000 of total liabilities, including $784,000 in accounts payable, compared with $3,682,000 of total liabilities, including $601,000 in accounts payable as of July 31, 2024. The net increase in total liabilities was due to the multiple note payable financings, summarized below, that occurred during the fiscal years ended July 31, 2025, 2024 and 2023.
Previous wording
We have a history of recurring losses, and as of July 31, 2024 we have a stockholders deficiency of $2,864,000. During the fiscal year ended July 31, 2024, we recorded a net loss of $3,350,000 on recorded net revenue of $1,963,000. In addition, during the year ended July 31, 2024 we used $2,531,000 in operating activities resulting in a cash balance of $349,000 as of July 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.
Current wording
We have a history of recurring losses, and as of July 31, 2025 we have a stockholders deficiency of $5,116,000. During the fiscal year ended July 31, 2025, we recorded a net loss of $2,399,000 on recorded net revenue of $2,202,000. In addition, during the year ended July 31, 2025 we used $2,015,000 in operating activities resulting in a cash balance of $334,000 as of July 31, 2025. 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.
Previous wording
On March 22, 2024, the Company entered into a Note Purchase Agreement, or the 2024 Note Purchase Agreement, with certain accredited investors, or Lenders, pursuant to which the Company issued the Lenders convertible promissory notes, or the 2024 Notes, collectively with the 2024 Note Purchase Agreement, the 2024 Note Documents, with an aggregate principal balance of $500,000, or the 2024 Private Placement. The 2024 Note Documents provide for subsequent closings for an aggregate offering size of $3.0 million in principal balance. Tom Y. Lee, a member of the Company’s Board of Directors, or the Board, invested $500,000 in the 2024 Private Placement, through affiliates or directly. The disinterested members of the Board approved the 2024 Private Placement. On June 21, 2024, we issued an additional 2024 Note to Mr. Lee pursuant to the 2024 Note Purchase Agreement in a subsequent closing with an aggregate principal of $500,000. The disinterested members of the Board approved the 2024 Private Placement. As of July 31, 2024, $1,000,000 of principal was outstanding under the 2024 Note Documents.
Current wording
On March 22, 2024, the Company entered into a Note Purchase Agreement, or the 2024 Note Purchase Agreement, with certain accredited investors, or 2024 Lenders, pursuant to which the Company issued the 2024 Lenders convertible promissory notes, or the 2024 Notes, collectively with the 2024 Note Purchase Agreement, the 2024 Note Documents, with an aggregate principal balance of $500,000, or the 2024 Private Placement. The 2024 Note Documents provide for subsequent closings for an aggregate offering size of $3.0 million in principal balance. Tom Y. Lee, a member of the Company’s Board of Directors, or the Board, invested $500,000 in the 2024 Private Placement, through affiliates or directly. The disinterested members of the Board approved the 2024 Private Placement. On June 21, 2024, we issued an additional 2024 Note to Mr. Lee pursuant to the 2024 Note Purchase Agreement in a subsequent closing with an aggregate principal of $500,000. The disinterested members of the Board approved the 2024 Private Placement. As of July 31, 2025, $1,000,000 of principal was outstanding under the 2024 Note Documents.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On September 16, 2024, the Company entered into a Note Purchase Agreement, or the 2025 Note Purchase Agreement, with certain accredited investors, or 2025 Lenders, pursuant to which the Company issued the 2025 Lenders convertible promissory notes, or the 2025 Notes, collectively with the 2025 Note Purchase Agreement, the 2025 Note Documents, with an aggregate principal balance of $500,000, or the 2025 Private Placement. The 2025 Note Documents provide for subsequent closings for an aggregate offering size of $3.0 million in principal balance. Tom Y. Lee, a member of the Company’s Board of Directors, or the Board, invested $500,000 in the 2025 Private Placement, through affiliates or directly. The disinterested members of the Board approved the 2025 Private Placement.