PURE BIOSCIENCE, INC.
For the period ended Dec 30, 2025. Filed Dec 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 30, 2025 · Filed Dec 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
PURE Bioscience, Inc.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONFEBRUARY 17, 2026
TO OUR STOCKHOLDERS:
December 30, 2025
Dear Stockholder:
You are cordially invited to attend this year’s annual meeting of stockholders of PURE Bioscience, Inc. on Tuesday, February 17, 2026 at 10:30 a.m. local time. The meeting will be held at SpringHill Suites Huntington Beach Orange County – 7872 Edinger Avenue, Huntington Beach, CA 92647.
We are pleased to take advantage of the rules established by the Securities and Exchange Commission (the “SEC”) that allow companies to furnish proxy materials primarily over the internet. We believe that this will allow us to promptly provide proxy materials to you, while lowering the costs of distribution and reducing the environmental impact of our annual meeting.
On December 30, 2025, we mailed to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Stockholders for the fiscal year ended July 31, 2025, over the internet. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how you can receive a paper copy of the proxy materials by mail. If you receive your proxy materials by mail, the Annual Report, the Notice of 2026 Annual Meeting of Stockholders, the Proxy Statement, and proxy card will be enclosed.
The matters to be acted upon are described in the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement. Following the formal business of the meeting, we will report on our operations and respond to questions from stockholders.
Whether or not you plan to attend the meeting, your vote is very important and we encourage you to vote promptly. You may vote by proxy over the internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on your proxy card. If you attend the meeting you will have the right to revoke your proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.
We look forward to seeing you at the annual meeting.
Sincerely yours,
/s/ Robert Bartlett
Chief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
FEBRUARY 17, 2026
TO OUR STOCKHOLDERS:
Our 2026 annual meeting of stockholders (the “Annual Meeting”) of PURE Bioscience, Inc. will be held at SpringHill Suites Huntington Beach Orange County – 7872 Edinger Avenue, Huntington Beach, CA 92647, on February 17, 2026 at 10:30 a.m. local time, for the following purposes:
| 1. | To elect seven directors to hold office until the next annual meeting and until their respective successors are elected and qualified; |
| 2. | To ratify the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending July 31, 2026; |
| 3. | To approve, on a non-binding advisory basis, the compensation of our named executive officers, during the fiscal year ended July 31, 2025; and |
| 4. | To approve an amendment to our Certificate of Incorporation to increase the authorized number of shares of common stock from 200,000,000 shares to 250,000,000 shares. |
To transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.
Our Board of Directors recommends a voteFOR each of the seven director nominees andFOR proposals 2, 3 and 4 listed above. Stockholders of record at the close of business on December 22, 2025 are entitled to notice of, and to vote on, all matters at the Annual Meeting and any reconvened meeting following any adjournments or postponements thereof. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available for viewing by any stockholder, for any purpose relating to the meeting, during ordinary business hours by contacting our Corporate Secretary at 619-596-8600.
All stockholders are invited to attend the Annual Meeting. You are urged to vote or submit your proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Telephone and internet voting are available. For specific instructions on voting, please refer to the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: Our Annual Report on Form 10-K, Notice and Proxy Statement are available electronically atwww.proxydocs.com.
By Order of the Board of Directors
/s/ Robert Bartlett
Chief Executive Officer
December 30, 2025
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| GOVERNANCE OF OUR COMPANY | 5 |
| PROPOSAL ONE ELECTION OF DIRECTORS | 9 |
| PROPOSAL TWO RATIFICATION OF APPOINTMENT OF WEINBERG & COMPANY, P.A AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY PCAOB ID NO: 572 | 12 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 13 |
| PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION | 14 |
| PROPOSAL FOUR AMENDMENT TO INCREASE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 200,000,000 SHARES TO 250,000,000 SHARES | 16 |
| EXECUTIVE OFFICERS | 17 |
| EXECUTIVE COMPENSATION | 18 |
| DIRECTOR COMPENSATION | 22 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 24 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 24 |
| OTHER MATTERS | 26 |
| STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 26 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 27 |
771 Jamacha Rd. #512
El Cajon, CA 92019
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONFEBRUARY 17, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.