Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of December ~~13, 2019,~~15, 2020, there were ~~79,994,402~~87,072,957 shares of the registrant’s common stock, $0.01 par value per share, outstanding.

The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETI H2O Inc., a Nevada corporation. ETI H2O, Inc. currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETI H2O, Inc. during the periods presented in the condensed consolidated financial statements. All inter-company balances and transactions have been eliminated. All references to “PURE,” “we,” “our,” “us” and the “Company” refer to PURE Bioscience, Inc. and our wholly owned subsidiary.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information pursuant to the instructions to Form 10-Q and Article 10/Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended October 31, ~~2019~~2020 are not necessarily indicative of the results that may be expected for other quarters or the year ending July 31, ~~2020.~~2021. The July 31, ~~2019~~2020 balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP and included in our Annual Report on Form 10-K. For more complete information, these unaudited financial statements and the notes thereto should be read in conjunction with the audited financial statements for the year ended July 31, ~~2019~~2020 included in our Annual Report on Form 10-K covering such period filed with the Securities and Exchange Commission, or SEC, on October ~~30, 2019.~~8, 2020.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

These unaudited condensed consolidated financial statements have been prepared and presented on a basis assuming we will continue as a going concern. The factors below raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

~~Since our inception, we have financed our operations primarily through public and private offerings of securities, debt financing, and revenue from product sales and license agreements.~~ We have a history of recurring losses, and as of October 31, ~~2019,~~2020 we have incurred a cumulative net loss of ~~$124,603,000.~~

~~We do not have, and may never have, significant cash inflows from product sales or from other sources of revenue to fund our operations. As of~~$123,654,000. During the three months ended October 31, ~~2019,~~2020, we ~~had $979,000~~recorded a net loss of $180,000 on recorded net revenue of $1,591,000. In addition, we used $373,000 in operating and investing activities resulting in a cash balance of $3,466,000. Based on current projections, we believe our available cash on-hand, our current efforts to market and ~~cash equivalents,~~sell our products, and ~~$877,000 of accounts payable and accrued liabilities. As of October 31, 2019, we have no long-term debt. We do not currently believe that~~ our ~~existing~~ability to significantly reduce expenses, will provide sufficient cash resources ~~are sufficient~~ to ~~meet~~satisfy our ~~anticipated~~operational needs, ~~over the next twelve months~~for at least one year from the date ~~hereof.~~these financial statements are issued.

Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources.

Until we can continually generate ~~significant~~positive cash flow from operations, we ~~expect~~will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether.

We do not have any unused credit facilities or other sources of capital available to us at this time. We intend to secure additional working capital through sales of additional debt or equity securities. Our intended financing initiatives are subject to risk, and we cannot provide any assurance about the availability or terms of these or any future financings.

~~The condensed consolidated financial statements do not include any adjustment relating to recoverability or classification of recorded assets and classification of recorded liabilities.~~

~~Effective August 1, 2018, we adopted the~~We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process:

Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE^® Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains, food processors and food transportation companies. We also offer PURE Control^® as a direct food contact processing aid.

Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price.

Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products.

Our direct customer and ~~distributer~~distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns.

Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales.

We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

We do not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

The Company’s licensing contracts typically provide for royalties based on the licensee’s sales of various configurations of PURE Hard Surface. The Company records its royalty revenue in the month in which the licensee sold our products to end users. Payments are generally received in the subsequent month.

We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur.

~~Practical Expedient~~

We elected a practical expedient to expense sales commissions when the commissions are incurred because the amortization period would have been one year or less. These costs are recorded as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an anti-dilutive effect. As of October 31, 2020 and 2019, stock options and ~~2018, the number of~~ shares issuable ~~upon the exercise of stock options, the vesting of~~under restricted stock ~~units,~~unit awards of 11,445,375 and ~~the exercise of warrants, none of which are included in~~9,578,390, respectively, have been excluded from the computation of ~~basic net loss per common share, was 9,578,390 and 12,287,189 respectively.~~diluted shares outstanding.

Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold.

We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.

In accordance with GAAP, if indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the fair value of the asset and we record the impairment as a reduction in the carrying value of the related asset and a charge to operating results. Estimating the undiscounted future cash flows associated with long-lived assets requires judgment, and assumptions could differ materially from actual results. During the three months ended October 31, ~~2019~~2020 and ~~2018,~~2019, no impairment of long-lived assets was indicated or recorded.

Gross product sales. For the three months ended October 31, 2020, two individual customers accounted for 20% and 11% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales occurred in the United States. For the three months ended October 31, 2019, three individual ~~customer~~customers accounted for 18%, 12% and 11% of our net product sales, respectively. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales ~~were U.S. based sales.~~occurred in the United States.

Accounts receivable. As of October 31, 2020, we had accounts receivable from two customers that comprised 31% and 11% of total accounts receivable, respectively. As of October 31, 2019, we had accounts receivable from three customers that comprised 22%, 14% and 13% of total accounts receivable, respectively.

Purchases. For the three months ended October 31, ~~2018,~~2020, two ~~individual customer~~vendors accounted for ~~37%~~54% and 10% of our ~~net product sales. No other individual customer~~purchases, respectively. For the three months ended October 31, 2019, one vendor accounted for ~~10% or more~~20% of our ~~net product sales. All of our net product sales were U.S. based sales.~~purchases.

~~Share-based compensation expense~~ As of ~~$1,744,000 included in the period ending~~ October 31, ~~2018 have been reclassified to selling, general and administrative expense to conform to current period presentation. This reclassification did not have an impact on our results~~2020, one vendor accounted for 47% of ~~operations or financial condition as~~the total trade accounts payable. As of October 31, 2019, one vendor accounted for 22% of the total trade accounts payable.

We operate in one segment for the manufacture and ~~2018.~~distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, our chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements

~~Recent~~In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

On October 2, 2019, we entered into and completed a closing (the “Closing”) of a private placement financing to accredited investors. We raised net proceeds of $830,000 in the Closing of an aggregate of 2,862,068 shares of our common stock at a purchase price of $0.29 per share, the closing sales price of our common stock on the date prior to the Closing. The Shares issued in the private placement financing were issued pursuant to a securities purchase agreement entered into with the investors. Tom Y. Lee and Dale Okuno, each of whom are accredited investors and members of the Company’s Board of Directors invested $290,000 and $250,000, respectively, in the private placement financing. Mr. Lee also serves as the Company’s President and Chief Executive Officer.

The net proceeds to us from the Closing, after deducting the forgoing fees and other offering expenses, were ~~approximately~~ $830,000. ~~We expect to use the net proceeds for general corporate purposes, including our 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.

On August 16, 2018, we completed a Closing of a private placement financing to accredited investors. We raised approximately $1.5 million in the Closing and issued an aggregate of 3,333,964 shares of our common stock at a purchase price of $0.45 per share, including the conversion of approximately $0.5 million held in the form of a promissory note as of July 31, 2018. The shares issued in the private placement financing were issued pursuant to a securities purchase agreement entered into with the investors. Mr. Tom Y. Lee, a member of the Company’s Board of Directors invested approximately $1.0 million through his affiliates, including approximately $0.5 million of cash and the cancellation of existing indebtedness in the amount of approximately $0.5 million that was held in the form of a promissory note payable as of July 31, 2018.

~~The net proceeds to us from the Closing (including the cancellation of indebtedness), after deducting fees and other offering expenses, were approximately $1.5 million.~~

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.

~~Other Activity~~

During the three months ended October 31, 2017, we entered into a two-year service agreement for business development services. In accordance with the agreement we issued 50,000 shares of common stock, with a value of $51,000. The value was capitalized to prepaid expense and is being amortized over the term of the agreement. During the three months ended October 31, 2019 and 2018, we recognized $4,000 and $6,000 of expense related to these services, respectively.

The ~~company~~Company issues restricted stock unit awards (“RSUs”) to key management and as compensation for services to consultants and others. The RSUs typically vest over a two-year period and carry a ten-year term. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU subsequently settles, as set forth in the Restricted Stock Unit Agreement. The Company determines that fair value of those awards at the date of grant, and amortizes those awards as an expense over the vesting period of the award. The shares earned under the grant are usually issued when the award settles at the end of the term.

~~As of July~~During the three months ended October 31, ~~2019,~~2020, the Company ~~had granted 1,912,500 RSU’s~~recognized $21,000 of ~~which 1,456,250 had vested. As of July 31, 2019, 456,250 RSU’s with a fair value of $211,200, remained unvested. None of~~compensation cost relating to the shares ~~vested under~~vesting during the ~~RSUs had been issued as of July 31, 2019.~~

period. During the period ended October 31, 2019, the Company recognized $28,000 of compensation cost relating to the shares vesting during the period. In addition, the Company accelerated the vesting of 400,000 shares of stock issued to Henry R. Lambert with a remaining value of $162,000 upon his retirement during the period. In total, the Company recognized $190,000 during the period ending October 31, 2019 from the vesting of these restricted stock units. ~~For~~

Of the ~~three months ended~~2,012,500 RSUs outstanding as of October 31, ~~2018 share-based compensation expense~~2020, 1,512,500 RSUs are vested and issuable. These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for ~~RSUs was $741,000,~~any reason and such cessation constitutes a “separation from service” within the meaning of ~~which $489,000 was due~~Section 409A of the ~~accelerated vesting~~Code; (iii) the date of ~~RSU’s held by Dave Pfanzelter,~~Grantee’s death or (iv) the ~~former Chairman~~date of ~~our Board. Mr. Pfanzelter retired from our Board~~a Change in ~~August 2018.~~Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”.

~~During the three months ended~~As of October 31, ~~2019 there were no Restricted Stock Units granted, and 400,000 shares were issued to Mr. Lambert upon his retirement. At October 31, 2019,~~2020, there was ~~$17,000~~$206,000 of unrecognized non-cash compensation cost related to the remaining 500,000 RSUs we expect to vest, which will be recognized over a weighted average period of ~~0.17~~2.50 years.

The Company at times will enter into service agreements where it will grant restricted stock units upon the achievement of certain milestones. The awards will then begin vesting once that milestone is reached. The Company does not recognize any compensation on those awards until the milestone is reached, and the vesting period begins.

~~Of the 1,512,500 RSUs outstanding as of October 31, 2019, 1,306,250 RSUs are vested and the underlying common stock has not been delivered and remains outstanding, as set forth in the RSU agreements.~~

In February 2016, we amended and restated our 2007 Equity Incentive Plan, the (“2007 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 shares and extend the term of the 2007 Plan until February 4, 2026. The 2007 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of October 31, ~~2019,~~2020, there were approximately ~~1,153,000~~33,000 shares available for issuance under the 2007 Plan.

Our shareholders approved our 2017 Equity Incentive Plan (the “2017 Plan”) in January 2018, which has a share reserve of 5,000,000 shares of common stock that were registered under a Form S-8 filed with the SEC in February 2018. The 2017 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of October 31, ~~2019,~~2020, there were approximately ~~1,696,000~~181,000 shares available for issuance under the 2017 Plan.

~~During~~There were no stock options granted during the three months ended October 31, 2019, the Compensation Committee of the Board of Directors authorized the issuance of 375,000 stock options to members of our Board. The vesting terms of the options vary between one and two years and carry a ten year term.2020.

The weighted-average remaining contractual term of options outstanding at October 31, ~~2019~~2020 was ~~4.62~~5.05 years.

At October 31, ~~2019,~~2020, options to purchase ~~6,667,292~~7,472,250 shares of common stock were exercisable. These options had a weighted-average exercise price of ~~$1.08~~$0.94 and a weighted average remaining contractual term of ~~4.23~~4.10 years. ~~The weighted average grant date fair value for options granted during the three months ended October 31, 2019 was $0.19.~~ The total unrecognized compensation cost related to unvested stock option grants as of October 31, ~~2019~~2020 was approximately ~~$129,000~~$535,000 and the weighted average period over which these grants are expected to vest is ~~0.94~~1.04 years.

For the three months ended October 31, 2020 share-based compensation expense for stock options was $208,000. For the three months ended October 31, 2019 share-based compensation expense for stock options was $268,000. For the three months ended October 31, 2018 share-based compensation expense for stock options was $1,002,000, of which $739,000 was due the accelerated vesting of stock options held by Dave Pfanzelter, the former Chairman of our Board. Mr. Pfanzelter retired from our Board in August 2018.

We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:

Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.

The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve.

We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation.

The expected life of options was estimated using the average between the contractual term and the vesting term of the options.

As of October 31, 2020 and October 31, 2019, accounts payable include $60,000 and $90,000 in board fees due to officers and directors, respectively.

The COVID-19 pandemic has led to severe disruptions in general economic activities, as businesses and federal, state, and local governments take increasingly broad actions to mitigate this public health crisis. While we have experienced some delays related to final third-party validation of certain of our products and product rollouts by customers using PURE Control, we have not experienced a material disruption to our business. In addition, we have benefited from increased demand from our customers for our PURE Hard Surface product due to a focus on surface disinfecting in response to attempting to prevent COVID-19 transmission. We cannot assure you that such increased demand will continue. Further, on a go-forward basis, we cannot guarantee the overall economic conditions will not affect our business, as these conditions may significantly negatively impact all aspects of our business. Our business is dependent on the continued health and productivity of our employees, including our sales staff and corporate management team.

Additionally, our liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels, and meet our financial obligations. Currently, capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve our cash position and capital structure.

The extent to which the COVID-19 pandemic ultimately impacts our business, sales, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume and, more specifically, the effect it has on our customers and suppliers. Even after the COVID-19 pandemic has subsided, we may experience significant impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

All references in this Item 2 and elsewhere in this Quarterly Report to “PURE,” “we”, “our,” “us” and the “Company” refer to PURE Bioscience, Inc., a Delaware corporation, and our wholly owned subsidiary, ETI H2O, Inc., a Nevada corporation. ETI H2O, Inc. currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETI H2O, Inc. during the periods presented in the condensed consolidated financial statements contained elsewhere in this Quarterly Report.

The discussion in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in Part II, Item 1A of this Quarterly Report or in the discussion and analysis below. You should, however, understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law. The following discussion should be read in conjunction with the condensed consolidated financial statements and the notes to those financial statements included elsewhere in this Quarterly Report on Form 10-Q.

We are focused on developing and commercializing proprietary antimicrobial products that provide safe and cost-effective solutions to the health and environmental challenges of pathogen and hygienic control. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. As a platform technology, we believe SDC is distinguished from existing products in the marketplace because of its superior efficacy, reduced toxicity, non-causticity and the inability of bacteria to form a resistance to it.

We believe there is a significant market opportunity for our safe, non-toxic, non-caustic and effective SDC-based solutions. We currently offer PURE^® Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains, food processors and food transportation companies. We also offer PURE Control^® as a direct food contact processing aid. ~~We received the required FDA approvals to market PURE Control~~^® as a direct food contact processing aid for raw poultry and fresh produce in December 2015 and January 2016, respectively. Because additional USDA approval was not required, we began marketing PURE Control as a direct food contact processing aid for fresh produce following our receipt of FDA approval in January 2016.

In July 2016, we received a “No Objection Letter” from the USDA’s Food Safety and Inspection Service (FSIS) granting approval for SDC-based PURE Control to be used as a spray or dip applied to poultry carcasses, parts and organs in pre-OLR (on-line reprocessing) and post chill processing of fresh poultry. In January 2017, we submitted an additional FCN to the FDA to allow use of higher SDC concentrations in poultry processing, allowing the flexibility to adjust to varying plant and processing conditions. In May 2017, we received a Final Letter from the FDA for this FCN as well as a “No Objection Letter” from the USDA’s Food Safety and Inspection Service (FSIS) granting approval for the higher concentrations of SDC-based PURE Control to be used as a spray or dip applied to poultry carcasses, parts and organs in pre-OLR (on-line reprocessing) and post chill processing of fresh poultry. We are currently focused on completing in-plant validation trials for PURE Control in pre- and post OLR poultry processing applications, which represents approximately 65% to 75% of the total processing aid market for poultry processing. We are continuing to optimize the application of PURE Control in OLR to attempt to gain USDA approval for use in this stage of poultry processing.

Subject to the results of our focused in-plant validation efforts for our approved produce and poultry solutions, we intend to seek approval to utilize PURE Control as a direct food contact processing aid for raw meats, including beef and pork. In addition to our direct sales efforts with PURE Hard Surface and PURE Control, we market and sell our SDC-based products indirectly through third-party ~~distributors.~~distributors supporting various industries.

Our goal is to become a sustainable company by commercializing the SDC-based products we have developed with our proprietary technology platform. We are focused on delivering leading antimicrobial products that address food safety risks across the food industry supply chain. Key aspects of our business strategy include:

In addition to our current products addressing food safety, we intend to leverage our technology platform through licensing and distribution collaborations in order to develop new products and enter into new markets that could potentially generate multiple sources of revenue.

Our condensed consolidated financial statements have been prepared and presented on a basis assuming we will continue as a going concern. The factors below raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Since our inception, we have financed our operations primarily through public and private offerings of securities, debt financing, and revenue from product sales and license agreements. We have a history of recurring losses, and as of October 31, 2019, we have incurred a cumulative net loss of $124,603,000.

We do not have, and may never have, significant cash inflows from product sales or from other sources of revenue to fund our operations. As of October 31, 2019, we had $979,000 in cash and cash equivalents, and $877,000 of accounts payable and accrued liabilities. As of October 31, 2019, we have no long-term debt. We do not currently believe that our existing cash resources are sufficient to meet our anticipated needs over the next twelve months from the date hereof. We believe we have sufficient cash resources to fund our operations through January 2020.

Until we can generate significant cash from operations, we expect to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether.

If we are unable to obtain sufficient capital, it will have a material adverse effect on our business and operations. It could cause us to fail to execute our business plan, fail to take advantage of future opportunities, or fail to respond to competitive pressures or customer requirements. It also may require us to significantly modify our business model and operations to reduce spending to a sustainable level, which may include delaying, scaling back or eliminating some or all of our ongoing and planned investments in corporate infrastructure, research and development projects, regulatory submissions, business development initiatives, and sales and marketing activities, among other investments. If adequate funds are not available when needed, we may be required to reduce or cease operations altogether.

This financial overview provides a general description of our revenue and expenses.

We contract manufacture and sell SDC-based products for end use, and as a raw material for manufacturing use. We recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Any amounts received prior to satisfying revenue recognition criteria are recorded as deferred revenue. See “Critical Accounting Policies and Estimates – Revenue Recognition”.

Cost of goods sold for product sales includes direct and indirect costs to manufacture products, including materials consumed, manufacturing overhead, shipping costs, salaries, benefits, reserved inventory, and related expenses of operations. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold.

Selling, general and administrative expense consists primarily of salaries and other related costs for personnel in business development, ~~share-based compensation costs,~~ sales, finance, accounting, information technology, and executive functions. Other selling, general and administrative costs include product marketing, advertising, and trade show costs, as well as public relations and investor relations, facility costs, and legal, accounting and other professional fees.

Our research and development activities are focused on leveraging our technology platform to develop additional proprietary products and applications. Research and development expense consists primarily of personnel and related costs, product registration expenses, and third-party testing. We expense research and development costs as incurred.

We record interest income, interest expense, the change in derivative liabilities, as well as other non-operating transactions, as other income (expense) in our consolidated statements of operations.

Additionally, our liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels, and meet our financial obligations. Currently, capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve our cash position and capital structure.

Our results of operations have fluctuated significantly from period to period in the past and are likely to continue to do so in the future. We anticipate that our results of operations will be affected for the foreseeable future by several factors that may contribute to these periodic fluctuations, including fluctuations in the ~~demand~~buying patterns of our current or potential customers for which we have no visibility, the mix of product sales including a change in the percentage of higher or lower margin formulations and packaging configurations of our products, the ~~timing and amount~~cost of ~~our~~ product sales ~~and~~including component costs, our inability for any reason to be able to meet demand, the ~~progress~~achievement and timing of ~~expenditures related to sales~~research and ~~marketing,~~development and regulatory milestones, unforeseen changes in expenses, including non-cash expenses such as ~~well as product development.~~the fair value of equity awards granted and the fair value change of derivative liabilities, the calculation of which includes several variable assumptions, and unforeseen manufacturing or supply issues, among other issues. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a reliable indication of our future performance. As of the date of this filing, we are not aware of any trends in these factors or events or conditions that we believe are reasonably likely to impact our results of operations in the future.

Comparison of the Three Months Ended October 31, ~~2019~~2020 and ~~2018~~2019

Net product sales were ~~$398,000~~$1,417,000 and ~~$590,000~~$398,000 for the three months ended October 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~decrease~~increase of ~~$192,000~~$1,019,000 was ~~primarily~~ attributable to ~~a reduction in~~increased sales across our distribution and end-user network servicing the food processing, transportation and janitorial industry. Our top three customers accounted for $637,000 of net product sales for the three months ended October 31, 2020.

For the three months ended October 31, 2020, two individual customers accounted for 20% and 11% of our ~~raw material ingredient,~~~~SILVÉRION~~^®.net product sales, respectively. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales were U.S. based sales.

For the three months ended October 31, 2019, three individual customer accounted for 18%, 12% and 11% of our net product sales, respectively. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales were U.S. based sales.

~~For~~During the three months ended October 31, 2018, two individual customer accounted for 37% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. All of our net product sales were U.S. based sales.2020, we recognized $174,000 in royalties from a nonexclusive third-party distributor.

Cost of goods sold was ~~$156,000~~$641,000 and ~~$203,000~~$156,000 for the three months ended October 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~decrease~~increase of ~~$47,000~~$485,000 was primarily attributable to ~~decreased~~increased product sales.

Gross margin as a percentage of net product sales, or gross margin percentage, was ~~61%~~55% and ~~66%~~61% for the three months ended October 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The decrease in gross margin percentage was primarily attributable to the sale of lower margin formulations and packaging configurations of our products during the quarter ended October 31, ~~2019,~~2020, as compared with the prior period.

Selling, general and administrative expense was ~~$1,290,000~~$1,046,000 and ~~$2,853,000~~$1,290,000 for the three months ended October 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The decrease of ~~$1,563,000~~$244,000 was primarily attributable to decreased ~~personnel costs,~~legal fees, as well as, ~~decreased business development, marketing,~~ board fees and share-based compensation.

Share-based compensation expense, included in selling, general and administrative expense, was ~~$458,000~~$229,000 and ~~$1,743,000~~$458,000 for the three months ended October 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The decrease of ~~$1,285,000~~$229,000 is primarily due to the prior year accelerated vesting of stock options and restricted stock units held by ~~Dave Pfanzelter,~~Henry R. Lambert, the former ~~Chairman of our Board~~Chief Executive Officer (See Note 6 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q).

Research and development expense, primarily consisting of third-party fees and personnel costs, was ~~$82,000~~$83,000 and ~~$97,000~~$82,000 for the three months ended October 31, 2020 and 2019, ~~and 2018,~~ respectively. ~~The decrease of $15,000 was primarily attributable to reduced spending on research supporting our FDA approvals.~~

~~Our condensed consolidated financial statements have been prepared~~As of October 31, 2020, we had $3,541,000 in cash and ~~presented on a basis assuming~~cash equivalents compared with $3,914,000 in cash and cash equivalents as of July 31, 2020. The net decrease in cash and cash equivalents was primarily attributable to cash used to fund operations and investments in property, plant and equipment. Additionally, as of October 31, 2020, we ~~will continue~~had $906,000 of current liabilities, including $773,000 in accounts payable, compared with $1,512,000 of current liabilities, including $1,344,000 in accounts payable as ~~a going concern.~~of July 31, 2020. The ~~factors below raise substantial doubt about~~net decrease in current liabilities was primarily due to trade payables due to our ~~ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.~~contract manufacture.

~~Since our inception, we have financed our operations primarily through public and private offerings of securities, debt financing, and revenue from product sales and license agreements.~~ We have a history of recurring losses, and as of October 31, ~~2019~~2020 we have incurred a cumulative net loss of ~~$124,603,000.~~

~~We do not have, and may never have, significant cash inflows from product sales or from other sources of revenue to fund our operations. As of~~$123,654,000. During the three months ended October 31, ~~2019,~~2020, we ~~had $979,000~~recorded a net loss of $180,000 on recorded net revenue of $1,591,000. In addition, we used $373,000 in operating and investing activities resulting in a cash balance of $3,466,000. Based on current projections, we believe our available cash on-hand, our current efforts to market and ~~cash equivalents compared with $473,000 in cash~~sell our products, and ~~cash equivalents as of July 31, 2019. The net increase in cash and cash equivalents was primarily attributable~~our ability to the October 2019 private placement financing. Additionally, as of October 31, 2019, we had $877,000 of current liabilities, including $749,000 in accounts payable, compared with $738,000 of current liabilities, including $553,000 in accounts payable as of July 31, 2019. The net increase in current liabilities was primarily due to the timing of our trade accounts payable.~~We do not currently believe that our existing cash resources are sufficient to meet our anticipated needs over the next twelve months from the date hereof. We believe we have~~significantly reduce expenses, will provide sufficient cash resources to ~~fund~~satisfy our ~~operations through January 2020.~~

~~In addition,~~operational needs, for at least one year from ~~time to time we have entered into employment agreements with our executives that, under certain cases, provide for~~ the ~~continuation of salary and certain other benefits if~~date these ~~executives~~financial statements are terminated under specified circumstances. These agreements generally expire upon termination for cause or when we have met our obligations under these agreements. As of October 31, 2019, no events have occurred resulting in the obligation of any such payments.issued.

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

In addition, the condensed consolidated financial statements included in this Quarterly Report have been prepared and presented on a basis assuming we will continue as a going concern. Until we can generate significant cash from operations, we expect to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether. Our financial statements do not include any adjustment relating to recoverability or classification of recorded assets and classification of recorded liabilities.

We believe the following accounting policies and estimates are critical to aid you in understanding and evaluating our reported financial results.

We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

We grant equity-based awards under share-based compensation plans or stand-alone contracts. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.

See Note 4 to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, or the Exchange Act, and as provided in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission, or SEC, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b) under the Exchange Act, our management conducted an evaluation, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on the foregoing evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective.

In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial Officer, concluded that there were no changes in our internal controls over financial reporting during the three months ended October 31, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and any adverse result in these or other matters may arise from time to time that could harm our business. We are not currently aware of any such legal proceedings or claims to which we or our wholly owned subsidiary is a party or of which any of our property is subject that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report on Form 10-Q, including the risk factor included below, as well as the risk factors disclosed in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2019,~~2020, which we filed with the SEC on October ~~30, 2019~~8, 2020 (the “Form 10-K”). Other than the risk factor included below, the risks and uncertainties described in “Item 1A — Risk Factors” of our Form 10-K have not materially changed. Any of the risks discussed in this Quarterly Report on Form 10-Q, including the risk factor included below, or any of the risks disclosed in “Item 1A — Risk Factors” of our Form 10-K, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects.

~~As a result~~The currently evolving situation related to the COVID-19 pandemic could adversely affect our business, financial condition and results of ~~our historical lack of financial liquidity, we do not currently have sufficient working capital to fund our planned operations and may not be able to continue as a going concern.~~operations.

The global outbreak of ~~recurring losses,~~COVID-19 has led to severe disruptions in general economic activities, as businesses and ~~as of October 31, 2019,~~federal, state, and local governments take increasingly broad actions to mitigate this public health crisis. While we have ~~incurred a cumulative net loss~~experienced some delays related to final third-party validation of ~~approximately $125 million. As~~certain of ~~October 31, 2019, we had $979,000 in cash~~our products and cash equivalents and $877,000 in accounts payable and accrued liabilities. During the three months ended October 31, 2019, our cash outflows for operating activities were $324,000. As a result, our existing cash resources are not sufficient to meet our anticipated needs over the next twelve months from the date hereof, and we will need to raise additional capital to continue our operations and to implement our business plan, which capital may not be available on acceptable terms or at all. To help extend our operating window,product rollouts by customers using PURE Control, we have ~~reduced~~not experienced a material disruption to our ~~headcount and limited~~business. In addition, we have benefited from increased demand from our ~~research and~~customers for our PURE Hard Surface product ~~development activities. Based~~due to a focus on ~~our current plans and available resources, we believe we can maintain our current operations through the end of January 2020. We estimate that the costs~~surface disinfecting in response to ~~wind-down our operations in an orderly manner will cost approximately $500,000. As a result, we need~~attempting to ~~secure significant additional capital to continue to fund our operations beyond January 2019.~~

~~Our capital requirements will depend on many factors, including, among others:~~

The above factors, along with our history and near term forecast of incurring net losses and negative operating cash flows, raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional capital from external sources, we will not have sufficient working capital to fund our planned operations or be able to continue as a going concern.prevent COVID-19 transmission. We cannot assure you that such increased demand will continue. Further, on a go-forward basis, we cannot guarantee the overall economic conditions will not affect our business, as these conditions may significantly negatively impact all aspects of our business. Our business is dependent on the continued health and productivity of our employees, including our sales staff and corporate management team.

Additionally, our liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue additional sources of financing ~~will be available when needed or that, if available, we can~~to obtain ~~financing on terms favorable to us or to~~working capital, maintain appropriate inventory levels, and meet our ~~stockholders. If we raise additional funds from~~financial obligations. Currently, capital and credit markets have been disrupted by the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenantscrisis and ~~specific financial ratios that may restrict~~ our ability to ~~operate~~obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve our ~~business. Further, any contracts~~cash position and capital structure.

The extent to which the COVID-19 outbreak ultimately impacts our business, sales, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration of the outbreak, its severity, the actions to contain the virus or ~~license arrangements~~treat its impact, and how quickly and to what extent normal economic and operating conditions resume and, more specifically, the effect it has on our customers and suppliers. Even after the COVID-19 outbreak has subsided, we ~~enter into to raise funds~~ may ~~require us to relinquish our rights~~experience significant impacts to our ~~products~~business as a result of its global economic impact, including any economic downturn or ~~technology, and we cannot assure you~~recession that ~~we will be able to enter into any such contracts~~has occurred or ~~license arrangements on acceptable terms, or at all. Having insufficient funds~~ may ~~require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether.~~occur in the future.

The following Exhibits are filed as part of this report pursuant to Item 601 of Regulation S-K:

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		33-0530289
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1920
Item 4.	Controls and Procedures	2021

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	2122
Item 1A.	Risk Factors	2122
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Signatures	24

	October 31, 2019			July 31, 2019			October 31, 2020			July 31, 2020
	(Unaudited)						(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	904,000		$	398,000		$	3,466,000		$	3,839,000
Accounts receivable		220,000			373,000			560,000			1,089,000
Inventories, net		162,000			177,000			733,000			547,000
Restricted cash		75,000			75,000			75,000			75,000
Prepaid expenses		30,000			18,000			46,000			16,000
Total current assets		1,391,000			1,041,000			4,880,000			5,566,000
Property, plant and equipment, net		333,000			362,000			465,000			316,000
Patents, net		506,000			529,000			421,000			441,000
Total assets	$	2,230,000		$	1,932,000		$	5,766,000		$	6,323,000
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	749,000		$	553,000		$	773,000		$	1,344,000
Accrued liabilities		128,000			185,000			133,000			168,000
Total current liabilities		877,000			738,000			906,000			1,512,000
Deferred rent		—			4,000
Total liabilities		877,000			742,000
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding		—			—			—			—
Common stock, $0.01 par value: 100,000,000 shares authorized, 79,994,402 shares issued and outstanding at October 31, 2019, and 76,732,334 shares issued and outstanding at July 31, 2019		800,000			768,000
Common stock, $0.01 par value: 100,000,000 shares authorized, 87,072,951 shares issued and outstanding at October 31, 2020, and at July 31, 2020								871,000			871,000
Additional paid-in capital		125,156,000			123,900,000			127,643,000			127,414,000
Accumulated deficit		(124,603,000	)		(123,478,000	)		(123,654,000	)		(123,474,000	)
Total stockholders’ equity		1,353,000			1,190,000			4,860,000			4,811,000
Total liabilities and stockholders’ equity	$	2,230,000		$	1,932,000		$	5,766,000		$	6,323,000

	Three months ended						Three months ended
	October 31,						October 31,
	2019			2018			2020			2019
Net product sales	$	398,000		$	590,000		$	1,417,000		$	398,000
Royalty revenue								174,000			—
Total revenue								1,591,000			398,000
Cost of goods sold								641,000			156,000
Gross Profit								950,000			242,000
Operating costs and expenses
Cost of goods sold		156,000			203,000
Selling, general and administrative		1,290,000			2,853,000			1,046,000			1,290,000
Research and development		82,000			97,000			83,000			82,000
Total operating costs and expenses		1,528,000			3,153,000			1,129,000			1,372,000
Loss from operations		(1,130,000	)		(2,563,000	)		(179,000	)		(1,130,000	)
Other income (expense)
Interest expense, net		(2,000	)		(3,000	)		(1,000	)		(2,000	)
Other income, net		7,000			—			—			7,000
Total other income (expense)		5,000			(3,000	)		(1,000	)		5,000
Net loss	$	(1,125,000	)	$	(2,566,000	)	$	(180,000	)	$	(1,125,000	)
Basic and diluted net loss per share	$	(0.01	)	$	(0.04	)	$	(0.00	)	$	(0.01	)
Shares used in computing basic and diluted net loss per share		78,004,073			71,002,302			87,072,951			78,004,073

	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance July 31, 2020		87,072,951	$	871,000	$	127,414,000	$	(123,474,000	)	$	4,811,000
Share-based compensation expense - stock options		—		—		208,000		—			208,000
Share-based compensation expense - restricted stock units		—		—		21,000		—			21,000
Net loss		—		—		—		(180,000	)		(180,000	)
Balance October 31, 2020 (Unaudited)		87,072,951	$	871,000	$	127,643,000	$	(123,654,000	)	$	4,860,000

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	Smaller reporting company	[X]

Emerging growth company	[ ]

	1.	Identify the contract with the customer
	2.	Identify the performance obligations in the contract
	3.	Determine the transaction price
	4.	Allocate the transaction price to the performance obligations in the contract
	5.	Recognize revenue when (or as) each performance obligation is satisfied

Outstanding at July 31, ~~2019~~2020	~~1,912,500~~2,012,500
Granted	—
~~Vested~~Issued	~~(400,000~~—	)
Forfeited	—
Outstanding at October 31, ~~2019~~2020 (of which 1,512,500 have vested and are issuable)	~~1,512,500~~2,012,500

	Shares		Weighted- Average Exercise Price		Aggregate Intrinsic Value		Shares		Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at July 31, 2019		7,363,125	$	1.04	$	—
Outstanding at July 31, 2020								9,432,875	$	0.88	$	5,255,000
Granted		375,000	$	0.29	$	2,000		—	$	—		—
Exercised		—	$	—		—		—	$	—		—
Cancelled		—	$	—		—		—	$	—		—
Outstanding at October 31, 2019		7,738,125	$	1.01	$	—
Outstanding at October 31, 2020								9,432,875	$	0.88	$	4,039,000

	For the three months ended October 31,						For the three months ended October 31,
	2019			2018			2020			2019
Volatility		79.16	%		62.52	%		—	%		79.16	%
Risk-free interest rate		1.52	%		2.80	%		—	%		1.52	%
Dividend yield		0.0	%		0.0	%		—	%		0.0	%
Expected life		5.36 years			3.02 years			—			5.36 years

		●	*Hard Surface Disinfectant*- commercializing our current EPA registered PURE Hard Surface disinfectant and sanitizer for use in foodservice operations, food manufacturing and food transportation.

		●	*Direct Food Contact* - commercializing FDA approved PURE Control as a direct food contact processing aid for fresh produce; commercializing FDA approved PURE Control as a food processing and intervention aid for food processors treating raw poultry in pre and post OLR applications. We are continuing to optimize the application of PURE Control in OLR to attempt to gain USDA approval for use in this stage of poultry processing. Additionally, subject to the results of our focused in-plant validation efforts for our approved produce and poultry solutions, we intend to seek approval to utilize PURE Control as a direct food contact processing aid for raw meats, including beef and pork.on-line reprocessing.

	●	~~Establishing~~Continuing to grow and establish new strategic alliances to maximize the commercial potential of our technology platform;

	●	Continuing to partner with third parties who are seeking, or intend to seek, approvals to market SDC-based products in markets outside the U.S.

	●	Developing additional proprietary products and applications; and

	●	Protecting and enhancing our intellectual property.

	●	~~the market acceptance of, and demand for, our products;~~

	●	~~the timing and costs of executing our sales and marketing strategies;~~

	●	~~our ability to successfully complete the in-plant validation trials requested by potential customers and our ability to convert these trials into customer orders for our products;~~

	●	~~the costs and time required to obtain the necessary regulatory approvals for our products, including the required USDA approval for use of PURE Control in OLR processing of raw poultry;~~

	●	~~the extent to which we invest in new testing and product development, including in-plant optimization trials;~~

	●	~~the extent to which our customers continue to place product orders as expected and expand their existing use of our products;~~

	●	~~the cost and time to satisfy unique customer requirements regarding validation trials or to support the value proposition and benefits of our products;~~

	●	~~the timing of vendor payments and the collection of receivables, among other factors affecting our working capital;~~

	●	~~our ability to control the timing and amount of our operating expenses, including the costs to attract and retain personnel with the skills required to implement our business plan; and~~

	●	~~the costs to file, prosecute and defend our intellectual property rights.~~

3.1		Certificate of Incorporation of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed with the SEC on October 29, 2012)

3.1.1		Certificate of Amendment to Certificate of Incorporation of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.1.1 of the Annual Report on Form 10-K filed with the SEC on October 29, 2012)

3.2		Bylaws of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K, filed with the SEC on October 29, 2012)

3.2.1		Amendment to the Bylaws of PURE Bioscience, Inc. (incorporated by reference to Exhibit 3.2.1 to the Annual Report on Form 10-K, filed with the SEC on October 29, 2012)

31.1 *		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 *		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, ~~2019,~~2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at October 31, ~~2019~~2020 and July 31, ~~2019;~~2020; (ii) Condensed Consolidated Statements of Operations for the three months ended October 31, ~~2019~~2020 and ~~2018;~~2019; (iii) Condensed Consolidated Statements of Stockholders’ equity for the three months ended October 31, ~~2019~~2020 and ~~2018~~2019 ;(iv) Condensed Consolidated Statements of Cash Flows for the three months ended October 31, ~~2019~~2020 and ~~2018;~~2019; and (v) Notes to Condensed Consolidated Financial Statements.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	PURE BIOSCIENCE, INC.

Date: December ~~13, 2019~~15, 2020	By:	/s/ TOM Y. LEE
		Tom Y. Lee, Chief Executive Officer (Principal Executive Officer)

Date: December ~~13, 2019~~15, 2020	By:	/s/ MARK S. ELLIOTT
		Mark S. Elliott, Vice President, Finance
		(Principal Financial and Accounting Officer)