Item 1.01 Entry into a Material Definitive Agreement.





Private Placement Financing

On July 15, 2022, PURE Bioscience, Inc. (the "Company"), creator of the patented non-toxic silver dihydrogen citrate (SDC) antimicrobial, completed a closing (the "Closing") of a private placement financing (the "Private Placement Financing") to accredited investors (the "Investors"). The Company raised $3.5 million in the Closing and issued an aggregate of 23,333,332 shares (collectively, the "Shares") of the Company's common stock at a purchase price of $0.15 per share. The Shares issued in the Private Placement Financing were issued pursuant to a Securities Purchase Agreement (the "Securities Purchase Agreement") entered into with the Investors. Mr. Tom Y. Lee, Chief Executive Officer and a member of the Company's Board of Directors (the "Board") invested $3,261,250 through his affiliates. In addition, Ivan Chen and David Rendall, both members of the Board, invested $45,000 and $48,750, respectively. The disinterested members of the Board approved the Private Placement Financing.

The net proceeds to the Company from the Closing, after deducting fees and other offering expenses, are expected to be approximately $3.5 million. The Company expects to use the net proceeds for general corporate purposes, including the Company's research and development efforts, and for general administrative expenses and working capital.

The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and these Shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Shares were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented to the Company that each was an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, and that each was receiving the Shares for investment for its own account and without a view to distribute them. This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy any of the Shares.

The form of Securities Purchase Agreement contains ordinary and customary provisions for agreements of this nature, such as representations, warranties, covenants, and indemnification obligations, as applicable. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Private Placement Financing in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
10.1            Form of Securities Purchase Agreement.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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