Skip to main content

PURE BIOSCIENCE, INC.

For the period ended Jul 31, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

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.

FY2026 · Filed Oct 29, 2026

PUREStored price and day change unavailable

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth a summary of cash and non-cash compensation awarded, earned or paid for services rendered to us during the fiscal years ended July 31, 2026 and July 31, 2025 by our named executive officers, consisting of (i) each individual serving as principal executive officer during the fiscal year ended July 31, 2026 and (ii) our other two most highly compensated officers serving during the fiscal year ended July 31, 2026.

Name and Principal Position · Fiscal Year · Salary ($)(1) · Option Awards ($)(2) · Total Compensation ($)
Robert Bartlett2026$76,200$32,000(3)$108,200
Former Chief Executive Officer2025$151,900$39,400(4)$191,300
Mark Elliott2026$148,700$16,000(5)$164,700
Vice President Finance2025$169,200$9,400(6)$178,600
Tom Myers2026$157,300$16,000(7)$173,300
Executive Vice President of Technology & Development2025$188,000$9,400(8)$197,000
(1)Amounts reflect salary earned during the respective fiscal years.
(2)Amounts for the years ended July 31, 2026 and 2025 reflect the grant date fair value for financial statement reporting purposes with respect to stock options granted during the respective fiscal years, calculated in accordance with authoritative guidance.
(3)Represents an award consisting of options to purchase 500,000 shares of common stock.
(4)Represents an award consisting of options to purchase 655,000 shares of common stock.
(5)Represents an award consisting of options to purchase 250,000 shares of common stock.
(6)Represents an award consisting of options to purchase 155,000 shares of common stock.
(7)Represents awards consisting of options to purchase 250,000 shares of common stock.
(8)Represents an award consisting of options to purchase 155,000 shares of common stock.

Narrative to Summary Compensation Table

The compensation program established for the Company’s executive officers consisted of the following elements:

Base Salary: The base salaries of our named executive officers depend on their job responsibilities, the market rate of compensation paid by companies in our industry for similar positions, our financial position and performance, and the strength of our business. Base salaries provide a fixed means of compensation in order to attract and retain talent. The base salary for Mr. Bartlett was voluntary reduced from $100,000 per year to $80,000 in September 2025 then to $40,000 per year in May of 2026. The base salary for Mr. Elliott was voluntary reduced from $157,500 per year to $147,500 per year during the fiscal year ended July 31, 2026. The base salary for Mr. Myers was voluntary reduced from $175,000 per year to $155,000 per year during the fiscal year ended July 31, 2026.

Performance-Based Cash Awards: As part of the Company’s executive compensation program, our executive officers are eligible to receive performance-based cash awards. The annual performance-based cash awards are based on the executive officer’s individual performance and the Company’s actual performance compared to the corporate goals approved by the Board and the Compensation Committee. Following the end of each fiscal year, the Board and the Compensation Committee is responsible for determining the bonus amount payable to an executive officer based on that executive officer’s individual performance during the fiscal year and its determination of the Company’s actual performance compared to the corporate goals established for that fiscal year. Due to the Company’s limited financial resources and performance, our named executive officers did not receive any performance-based cash bonuses for the years ended July 31, 2026 and 2025.

Long-Term Equity Awards: Equity ownership by our executive officers and key employees encourages them to create long-term value and aligns their interests with those of our stockholders. As a result, our executive compensation program provides for the issuance of stock options and RSUs as determined by the Compensation Committee and our Board.

Outstanding Equity Awards at Year-End

The following table provides a summary of all equity awards held by our named executive officers that were outstanding as of July 31, 2026.

Option Awards
Name · Number of Securities Underlying Unexercised Options (#) Exercisable · Option Exercise Price ($) · Option Expiration Date
Robert Bartlett500,000$0.079/23//2035(1)
655,000$0.078/19//2034(2)
150,000$0.127/31/2033(3)
Mark Elliott250,000$0.079/23/2035(4)
155,000$0.078/19/2034(5)
150,000$0.127/31/2033(6)
100,000$0.209/30/2032(7)
100,000$0.456/18/2031(8)
150,000$0.331/29/2030(9)
150,000$0.795/15/2030(9)
Tom Myers250,000$0.079/23/2035(10)
155,000$0.078/19/2034(11)
150,000$0.127/31/2033(12)
125,000$0.209/30/2032(13)
125,000$0.209/30/2032(13)
125,000$0.456/18/2031(14)
125,000$0.331/29/2030(15)
125,000$0.795/15/2030(15)
(1)During the year ended July 31, 2026, we granted Mr. Bartlett an award consisting of an option to purchase 500,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(2)During the year ended July 31, 2025, we granted Mr. Bartlett an award consisting of an option to purchase 155,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments. In addition, we granted Mr. Bartlett an award consisting of an option to purchase 500,000 shares of common stock subject to Mr. Bartlett’s employment agreement. All 500,000 options vested on the date of grant and carry a ten-year term
(3)During the year ended July 31, 2024, we granted Mr. Bartlett an award consisting of an option to purchase 150,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(4)During the year ended July 31, 2026, we granted Mr. Elliott an award consisting of an option to purchase 250,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(5)During the year ended July 31, 2025, we granted Mr. Elliott an award consisting of an option to purchase 155,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(6)During the year ended July 31, 2024, we granted Mr. Elliott an award consisting of an option to purchase 150,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(7)During the year ended July 31, 2023, we granted Mr. Elliott awards consisting of an option to purchase 100,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(8)During the year ended July 31, 2021, we granted Mr. Elliott awards consisting of an option to purchase 100,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(9)During the year ended July 31, 2020, we granted Mr. Elliott awards consisting of an option to purchase 300,000 shares of common stock. The options have a five-year term and vest in four quarterly installments.
(10)During the year ended July 31, 2026, we granted Mr. Myers an award consisting of an option to purchase 250,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(11)During the year ended July 31, 2025, we granted Mr. Myers an award consisting of an option to purchase 155,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(12)During the year ended July 31, 2024, we granted Mr. Myers awards consisting of an option to purchase 150,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(13)During the year ended July 31, 2023, we granted Mr. Myers awards consisting of an option to purchase 250,000 shares of common stock. 125,000 options vest quarterly over one year. The remaining 125,000 options vest annually over two years. All 250,000 options have a ten-year term.
(14)During the year ended July 31, 2021, we granted Mr. Myers awards consisting of an options to purchase 125,000 shares of common stock. The options have a ten-year term and vest in four quarterly installments.
(15)During the year ended July 31, 2020, we granted Mr. Myers awards consisting of an options to purchase 250,000 shares of common stock. The options have a five-year term and vest in four quarterly installments.

During the year ended July 31, 2026, Messrs. Bartlett, Elliott and Myers had 375,000, 187,500 and 187,500 option awards vest, respectively. There was no respective value on vesting.

Employment Agreements; Potential Payments Upon Termination or a Change in Control for Current Executive Officers

On March 15, 2023, we entered into an employment agreement with Robert Bartlett, or the Bartlett Employment Agreement, to serve as our Chief Executive Officer pursuant to which Mr. Bartlett was entitled to receive an annual base salary of $300,000, a one-time signing bonus of $17,500 and an option to purchase 500,000 shares of our common stock to be granted at a future date. During the fiscal year ended July 31, 2026, Mr. Bartlett’s salary was voluntarily reduced from $100,000 to $40,000. Mr. Bartlett’s employment is “at will” and may be terminated at any time, with or without cause (as defined in the Bartlett Employment Agreement) with 30-days advance written notice.

Code Section 162(m) Provisions

Section 162(m) of the U.S. Internal Revenue Code, or the IRS Code, generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to the Chief Executive Officer or any of the four most highly compensated officers. Prior to changes in tax law taking effect in 2018, there was an exception to the $1.0 million limitation for performance-based compensation, including stock options, meeting certain requirements. Before such amendments we had not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the IRS Code. The exemption from the Section 162(m) deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our Chief Executive Officer and certain other executive officers in excess of $1.0 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Compensation of Directors

The following table sets forth compensation earned in the fiscal year ended July 31, 2026 by each of our non-employee directors who are not named executive officers.

Fees Earned or Paid in Cash · Option Awards · Total Compensation
Name($)($)(1)($)
Ivan Chen$-$16,000$16,000
Tom Y. Lee$-$14,500$14,500
David M. Rendall$-$14,500$14,500
Darin Zehr$-$14,500$14,500

(1) Amounts for the year ended July 31, 2026 reflect the grant date fair value for financial statement reporting purposes with respect to stock options granted during the fiscal year, calculated in accordance with authoritative guidance. As of July 31, 2026, our non-employee directors held the following options to purchase shares of our common stock: Mr. Chen – 1,025,000; Mr. Lee – 1,787,500; Mr. Rendall – 587,500; and Mr. Zehr – 237,500.

Narrative to Director Compensation Table

During the first quarter of fiscal year 2026, Board cash compensation was voluntarily eliminated.

During the fiscal year ended July 31, 2026, Messrs. Chen, Lee, Rendall, and Zehr received options to purchase 250,000, 225000, 225,000, and 225,000 shares of common stock, respectively. The options vest fifty percent (50%) on the date of the next annual meeting and fifty percent (50%) on the date of the following year’s annual meeting.

In the past, our Board has approved each year, generally in the first or second calendar quarter of the year, an annual option or stock grant for our non-employee directors. Any such grant is at the discretion of the Board, which considers the recommendation of our Compensation Committee. Upon the Board’s approval of any such grant, each non-employee director generally may elect whether to receive the grant as an option or stock award.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.