PURE Bioscience Seeks 25% Stock Authorization Hike at 2026 Annual Meeting

TL;DR

**PURE is asking for a massive stock authorization increase, signaling potential dilution ahead – tread carefully.**

AI Summary

PURE Bioscience, Inc. is holding its 2026 Annual Meeting of Stockholders on February 17, 2026, where key proposals include the election of seven directors, the ratification of Weinberg & Company, P.A. as the independent auditor for fiscal year ending July 31, 2026, and a non-binding advisory vote on executive compensation for fiscal year ended July 31, 2025. A significant proposal is the amendment to the Certificate of Incorporation to increase the authorized common stock from 200,000,000 shares to 250,000,000 shares. As of December 22, 2025, there were 111,886,485 shares of common stock issued and outstanding. The Board of Directors, which met six times and took action by unanimous written consent three times during the fiscal year ended July 31, 2025, recommends a 'FOR' vote on all proposals. Four of the seven board members are considered independent under NYSE American standards. The company is leveraging SEC rules to provide proxy materials primarily over the internet to reduce distribution costs and environmental impact.

Why It Matters

The proposed increase in authorized common stock from 200,000,000 to 250,000,000 shares could significantly impact PURE Bioscience's future capital raising capabilities and potentially dilute existing shareholder value if new shares are issued. For investors, this signals potential future equity financing or strategic transactions. Employees and customers might see this as a move to strengthen the company's financial position for growth, while the broader market will watch how PURE leverages this increased flexibility in a competitive biotech landscape. This move could enable PURE to fund R&D or expand operations, directly affecting its competitive standing.

Risk Assessment

Risk Level: medium — The proposal to increase authorized common stock from 200,000,000 shares to 250,000,000 shares carries a medium risk of future dilution for existing shareholders. While not an immediate issuance, it grants the company significant flexibility to issue up to 50,000,000 additional shares beyond the current 111,886,485 outstanding shares, which could depress per-share earnings and stock price if executed without corresponding value creation.

Analyst Insight

Investors should vote 'FOR' the director nominees and auditor ratification, but carefully consider the implications of the authorized share increase. Engage with management to understand the specific strategic rationale and potential uses for the additional 50,000,000 shares before approving, as this could lead to significant dilution.

Key Numbers

• 2026-02-17 — Date of Annual Meeting (Scheduled date for PURE Bioscience's Annual Meeting of Stockholders)
• 2025-12-22 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 111,886,485 — Shares of Common Stock Outstanding (Number of shares issued and outstanding as of the Record Date)
• 200,000,000 — Current Authorized Common Stock (Current maximum number of shares PURE Bioscience is authorized to issue)
• 250,000,000 — Proposed Authorized Common Stock (New maximum number of shares PURE Bioscience proposes to be authorized to issue)
• 7 — Number of Directors (Number of directors to be elected at the Annual Meeting)
• 4 — Number of Independent Directors (Number of independent directors on PURE Bioscience's Board)
• 6 — Board Meetings (Number of times the Board met during the fiscal year ended July 31, 2025)
• 4 — Audit Committee Meetings (Number of times the Audit Committee met during the fiscal year ended July 31, 2025)
• 220 — Holders of Record (Number of stockholders of record as of December 22, 2025)

Key Players & Entities

• PURE Bioscience, Inc. (company) — Registrant for DEF 14A filing
• Robert Bartlett (person) — Chief Executive Officer of PURE Bioscience, Inc.
• Weinberg & Company, P.A. (company) — Independent registered public accounting firm for PURE Bioscience, Inc.
• SEC (regulator) — Securities and Exchange Commission
• NYSE American (regulator) — Listing standards for director independence
• Mr. Chen (person) — Independent Director of PURE Bioscience, Inc.
• Mr. Rendall (person) — Independent Director of PURE Bioscience, Inc.
• Mr. Blotner (person) — Independent Director of PURE Bioscience, Inc.
• Mr. Zehr (person) — Independent Director of PURE Bioscience, Inc.
• Transfer Online, Inc. (company) — Transfer agent for PURE Bioscience, Inc.

FAQ

Industry Context

PURE Bioscience operates in the bioscience sector, which is characterized by innovation, significant research and development investment, and stringent regulatory oversight. The industry is competitive, with companies often focusing on specialized niches like antimicrobial solutions. Trends include increasing demand for effective and sustainable hygiene and disinfection technologies, driven by public health concerns and evolving industry standards.

Regulatory Implications

The company's operations and product development are subject to regulatory approvals and compliance, particularly concerning efficacy and safety claims. The proposed increase in authorized shares could impact future financing activities and stock dilution, which are closely monitored by investors and regulators.

What Investors Should Do

1. Review the proposed amendment to increase authorized common stock from 200,000,000 to 250,000,000 shares and consider the potential for dilution.
2. Evaluate the election of the seven directors, noting that four are considered independent, and assess their alignment with shareholder interests.
3. Consider the non-binding advisory vote on executive compensation for fiscal year ended July 31, 2025, and vote in accordance with personal assessment of the compensation structure.
4. Confirm the ratification of Weinberg & Company, P.A. as the independent auditor for fiscal year ending July 31, 2026.

Key Dates

• 2026-02-17: 2026 Annual Meeting of Stockholders — Key decisions regarding board composition, auditor ratification, executive compensation, and stock authorization will be made.
• 2025-12-22: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-07-31: Fiscal Year End — The period for which executive compensation and financial performance are reported.
• 2026-02-16: Deadline for Proxy Voting — Stockholders must submit their votes by internet or telephone before this deadline.

Glossary

DEF 14A

A proxy statement filing required by the SEC for annual meetings of stockholders. (This document contains the information provided in this analysis, detailing proposals and company information for the annual meeting.)

Common Stock

The basic form of ownership in a corporation, representing a claim on assets and earnings. (The company's only class of issued and outstanding voting securities, central to proposals regarding its authorization.)

Certificate of Incorporation

The foundational legal document that establishes a corporation and outlines its basic structure and powers. (An amendment to this document is proposed to increase the authorized number of common shares.)

Broker Non-Votes

Shares held by a broker for a client that are not voted on a particular proposal because the broker lacks discretionary authority and has not received voting instructions. (These votes will have the same effect as a vote against the proposal to increase authorized common stock.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in SEC filings. (Their compensation for fiscal year ended July 31, 2025, is subject to a non-binding advisory vote.)

Year-Over-Year Comparison

This filing pertains to the 2026 Annual Meeting, with the fiscal year ending July 31, 2025, as the primary reporting period for compensation. Key financial and operational comparisons to the previous fiscal year are not detailed within this proxy statement's provided text, as it focuses on upcoming proposals and meeting logistics rather than historical performance analysis.

Filing Documents

• formdef14a.htm (DEF 14A) — 410KB
• formdef14a_001.jpg (GRAPHIC) — 26KB
• formdef14a_002.jpg (GRAPHIC) — 62KB
• formdef14a_003.jpg (GRAPHIC) — 67KB
• proxy_001.jpg (GRAPHIC) — 434KB
• proxy_002.jpg (GRAPHIC) — 239KB
• 0001493152-25-029622.txt ( ) — 2819KB
• pure-20250731.xsd (EX-101.SCH) — 3KB
• pure-20250731_def.xml (EX-101.DEF) — 5KB
• pure-20250731_lab.xml (EX-101.LAB) — 52KB
• pure-20250731_pre.xml (EX-101.PRE) — 41KB
• formdef14a_htm.xml (XML) — 1KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 18 DIRECTOR COMPENSATION 22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 24 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 24 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 24 OTHER MATTERS 26 STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING 26 HOUSEHOLDING OF ANNUAL MEETING MATERIALS 27 ANNUAL REPORT 28 PURE BIOSCIENCE, INC. 771 Jamacha Rd. #512 El Cajon, CA 92019 PROXY TO BE HELD ON FEBRUARY 17, 2026 GENERAL INFORMATION The accompanying proxy is solicited by the Board of Directors (the "Board" or "Board of Directors") of PURE Bioscience, Inc. (the "Company") to be voted at the 2026 Annual Meeting of Stockholders (the "Meeting" or "Annual Meeting") to be held on Tuesday, February 17, 2026 at SpringHill Suites Huntington Beach Orange County – 7872 Edinger Avenue, Huntington Beach, CA 92647 at 10:30 a.m., local time, and any adjournments or postponements thereof. This "Proxy Statement" and the accompanying proxy are being made available to our stockholders on or about December 30, 2025. References in this Proxy Statement to "the Company," "we," "PURE," "our," and "us" are to PURE Bioscience, Inc. In accordance with the rules of the Securities and Exchange Commission (the "SEC"), we are permitted to furnish proxy materials, including this Proxy Statement and our Annual Report for the fiscal year ended July 31, 2025 (the "Annual Report") to stockholders by providing access to these documents through the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless requested. Instead, our Notice of Internet Availability of Proxy Materials provides instructions on how to access and review the proxy materials on the internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to cast your vote via the internet or by telephone. If you would like to receive a printed or email copy of our prox

Executive Compensation

Executive Compensation : The approval, on a non-binding advisory basis, of the compensation of our named executive officers during the fiscal year ended July 31, 2025 requires that a majority of the votes cast, whether in person or represented by proxy, are voted FOR this proposal. Abstentions and "broker non-votes" will each be counted as present for purposes of determining the presence of a quorum, but will have no effect on the outcome of the vote. 4. Amendment to our Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock: The affirmative vote of the holders of a majority of the shares of Common Stock outstanding on the record date will be required to approve this amendment to our Certificate of Incorporation. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will not be considered as votes cast for or against this proposal, and as a result, abstentions will have the same effect as a vote against this proposal. Additionally, broker non-votes will have the same effect as a vote against this proposal Voting Instructions If you are a stockholder of record, you can vote in the following ways: By Internet : By following the Internet voting instructions included in the Notice of Internet Availability of Proxy Materials or by following the instructions on the proxy card at any time up until 11:59 p.m., Eastern Standard Time, on February 16, 2026. By Telephone : By following the telephone voting instructions included in the Notice of Internet Availability of Proxy Materials or by following the instructions on the proxy card at any time up until 11:59 p.m., Eastern Standard Time, on February 16, 2026. By Mail : You may vote by mail by marking, dating and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting. If y

View Full Filing

View this DEF 14A filing on SEC EDGAR