8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 1, 2012

PURE BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-21019	33-0530289
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1725 Gillespie Way, El Cajon, California 92020

(Address of principal executive offices, including zip code)

(619) 596-8600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of June 1, 2012, the board of directors of Pure Bioscience, Inc. (the “Company”) approved and adopted an amendment to Article II of the Company’s bylaws (the “Bylaw Amendment”). The Bylaw Amendment adds a new Section 2.12 to the Company’s bylaws to set forth certain conditions and procedures that are applicable to the Company’s reimbursement of expenses incurred by a stockholder in connection with a proxy solicitation for the election of directors to the Company’s board of directors.

The summary of the Bylaw Amendment provided in this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the Bylaw Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Amendment to the Bylaws of Pure Bioscience, Inc.

SIGNATURES

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

		PURE BIOSCIENCE, INC.
Dated:  June 7, 2012	By:	/s/ Michael L. Krall
		Michael L. Krall President, Chief Executive Officer

EX-3.1

Exhibit 3.1

AMENDMENT TO BYLAWS

The undersigned does hereby certify that he is the Secretary of PURE BIOSCIENCE, INC., a duly organized and existing Delaware corporation (“PURE”), and that the following amendment to the Bylaws of PURE has been duly approved and adopted by the Board of Directors of PURE.

AMENDMENT

Effective as of June 1, 2012, Article II of the Bylaws of PURE is hereby amended by adding a new provision to the end thereof, to be designated as Section 2.12, which shall read as follows:

Section 2.12    Reimbursement of Stockholder’s Proxy Solicitation Expenses.

Reimbursement of actual, reasonable and bona fide proxy solicitation expenses incurred by a stockholder in soliciting proxies in connection with an election of directors in opposition to a solicitation made by the Corporation shall be authorized and paid by the Corporation only upon the satisfaction of all of the following conditions:

(a)           The Board of Directors determines that it would be appropriate to reimburse expenses in the specific situation and approves such reimbursement;

(b)           The stockholder seeking reimbursement has not previously sought reimbursement for similar expenses;

(c)           All of the persons nominated by the stockholder seeking reimbursement are in fact elected to the Board of Directors at the annual meeting of stockholders for which the proxy solicitation is made by such stockholder; and

(d)           At least eighty percent (80%) of the Board of Directors is replaced by the persons nominated by such stockholder seeking reimbursement.

Notwithstanding any other provision contained herein:

(1) if this Section 2.12 is amended after the date of an annual meeting of stockholders for which there is a stockholder proxy solicitation, then any such amendment shall not retroactively apply to such proxy solicitation or otherwise be used to allow or authorize reimbursement of any proxy solicitation expenses that would have been denied under this Section 2.12 prior to such amendment; and

(2) there shall be no reimbursement under this Section 2.12 if the Board of Directors determines that any such reimbursement is not in the best interests of the Corporation or would result in a breach of the fiduciary duties of the Board of Directors to the Corporation and its stockholders, or that making such reimbursement would render the Corporation insolvent or cause it to breach a material obligation incurred without reference to the obligations imposed by this Section 2.12.

IN WITNESS WHEREOF, I have executed this certificate this 7th day of June, 2012.

/s/ Dennis B. Atchley         

Dennis B. Atchley, Secretary