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):  July 31, 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 2.02 Results of Operations and Financial Condition.

On July 31, 2012, Pure Bioscience, Inc. (the “Company”) issued a press release announcing certain of its financial results for the fiscal quarter and year ended July 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 31, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”).  The total number of shares represented in person or by proxy at the Annual Meeting was 47,212,479, of the 54,657,074 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following matters were voted upon at the Annual Meeting:

Proposal No. 1.  – Election of Directors.  The following named persons were elected as directors of the Company to serve until the next annual meeting of stockholders or until their successors are elected and qualified. The votes cast were as follows:

Director Nominee	Number of Votes
	For		Withheld	Broker Non-Votes
Gregory Barnhill		21,647,671	4,210,274	21,354,534
Dennis Brovarone		21,617,878	4,240,067	21,354,534
John J. Carbone, M.D.		21,629,608	4,228,337	21,354,534
Michael L. Krall		21,738,605	4,119,340	21,354,534
Paul V. Maier		21,644,340	4,213,605	21,354,534
Donna Singer		21,889,355	3,968,590	21,354,534

Proposal No. 2 – Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split within a range of no less than 1-for-4 or greater than 1-for-10. The votes cast were as follows:

For	Against	Abstain
37,755,234	8,607,425	849,816

Proposal No. 3 – Proposal to ratify the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2012. The votes cast were as follows:

For	Against	Abstain
43,596,862	3,395,758	219,859

Reference is made to the information in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 12, 2012 relating to the settlement agreement between the Company and the Coalition (as defined therein) terminating solicitations of proxies subject to Rule 14a-12(c) under the Exchange Act in connection with the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated August 1, 2012.

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:  August 1, 2012	By:	/s/ Michael L. Krall
		Michael L. Krall President, Chief Executive Officer, Interim Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS  

PURE Bioscience Announces Stockholders’ Meeting Results

Company Also Reports Preliminary Fourth Quarter and Year-End Results

SAN DIEGO (August 1, 2012) – PURE Bioscience (NASDAQ: PURE), today announced that with 86% of shares outstanding voted at its annual meeting of stockholders convened July 31, 2012, Gregory Barnhill, Dennis Brovarone, John Carbone, MD, Michael Krall, Paul Maier and Donna Singer were re-elected to the Company’s Board of Directors, all with at least 83% support of votes cast.  All directors hold office until the next annual meeting of stockholders or until successors are duly elected and qualified. In addition, the stockholders ratified the selection of Mayer Hoffman McCann P.C. as PURE’s independent registered public accounting firm with approximately 92% of the votes in support.

The meeting was also called for the purpose of providing the Board the authority to proceed with an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split within a range of no less than 1-for-4 or greater than 1-for-10.  The reverse stock split proposal passed with approximately 69% of shares outstanding voted in favor of the proposal.

During the meeting, Michael L. Krall, President and CEO of PURE Bioscience, presented an update on the business and strategy of the Company as well as preliminary fourth quarter and year end results.  Krall stated that revenues for the fiscal fourth quarter ended July 31, 2012 are expected to be approximately $403,000 and revenues for the fiscal year 2012 are expected to be approximately $1,088,000.  The quarter results represent an approximate 93% sequential increase over the 2012 fiscal third quarter, and the year-end results represent an approximate 135% increase over revenues in fiscal 2011.

About PURE Bioscience, Inc.

PURE Bioscience, Inc. develops and markets technology-based bioscience products that provide solutions to numerous global health challenges, including Staph (MRSA).  PURE’s proprietary high efficacy/low toxicity bioscience technologies, including its silver dihydrogen citrate-based antimicrobials, represent innovative advances in diverse markets and lead today’s global trend toward industry and consumer use of “green” products while providing competitive advantages in efficacy and safety.  Patented SDC is an electrolytically generated source of stabilized ionic silver, which formulates well with other compounds.  As a platform technology, SDC is distinguished from competitors in the marketplace because of its superior efficacy, reduced toxicity and the inability of bacteria to form a resistance to it.  PURE is headquartered in El Cajon, California (San Diego metropolitan area).  Additional information on PURE is available at www.purebio.com.

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project,” "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company’s cash position and liquidity requirements, the Company’s failure to implement or otherwise achieve the benefits of its strategic initiatives, acceptance of the Company's current and future products and services in the marketplace, the ability of the Company to develop effective new products and receive regulatory approvals of such products, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

PURE Investor Contact:

Don Markley

Lippert/Heilshorn & Associates

(310) 691-7100 dmarkley@lhai.com