PURE BIOSCIENCE, INC. (OTCMKTS:PURE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

On January 23, 2017, PURE Bioscience, Inc. (the Company), creator
of the patented silver dihydrogen citrate (SDC) antimicrobial,
completed a second and final closing (the Final Closing) of a
private placement financing (the Private Placement Financing) to
accredited investors. The first closing of the Private Placement
Financing occurred on December 1, 2016 (the First Closing). The
Company raised approximately an additional $337,000 in the Final
Closing of (i) an aggregate of 396,496 shares (collectively, the
Purchase Shares) of the Companys common stock (the Common Stock)
at a purchase price of $0.85 per share and (ii) warrants to
purchase up to an aggregate of 396,469 shares of Common Stock
with a term of five years (the Investor Warrants, and the shares
issuable upon exercise of the Investor Warrants, collectively,
the Warrant Shares). The securities issued in the Private
Placement Financing were issued to a Securities Purchase
Agreement (the Securities Purchase Agreement) entered into with
the accredited investors (the Investors) on January 20, 2017.

The Company utilized the services of Garden State Securities,
Inc.,a FINRA registered placement agent, for the Private
Placement Financing. In connection with the Final Closing of the
Private Placement Financing, the Company paid the placement agent
an aggregate cash fee of $28,600 and issued to the placement
agent or its designees a warrant (the Placement Agent Warrant) to
purchase 33,647 shares of Common Stock at an exercise price of
$1.275 per share. The terms of the Placement Agent Warrant are
substantially identical to the Investor Warrants, other than the
exercise price and the holders ability to exercise the Placement
Agent Warrant on a cashless basis at its discretion.

The net proceeds to the Company from the Final Closing, after
deducting the forgoing fees and other offering expenses with
respect to the Final Closing, are expected to be approximately
$304,000. The estimated other offering expenses for the Private
Placement Financing were previously deducted from the gross
proceeds in the First Closing to arrive at the net proceeds for
such First Closing as disclosed on the Companys Current Report on
Form 8-K filed on December 7, 2016. The Company expects to use
the net proceeds for general corporate purposes, including the
Companys research and development efforts, and for general
administrative expenses and working capital.

The Investor Warrants are immediately exercisable and have a
five-year term, and will be exercisable in whole or in part, at
an exercise price equal to $1.25 per share (the Exercise Price).
The Warrants are exercisable on a cashless basis if at any time
after the six-month anniversary of the Closing date, there is no
effective registration statement registering, or no current
prospectus available for, the resale of the Warrant Shares by the
Holder, subject to certain exceptions.

The Company also entered into a registration rights agreement
with the Investors (the Registration Rights Agreement), to which
the Company will be obligated to file with the Securities and
Exchange Commission (the SEC) as soon as practicable, but in any
event by February 6, 2017, a registration statement on Form S-1
(the Resale Registration Statement) to register the Purchase
Shares and the Warrant Shares for resale under the Securities Act
of 1933, as amended (the Securities Act) and other securities
issued or issuable with respect to or in exchange for the
Purchase Shares or Warrant Shares. The Company is obligated to
use its commercially reasonable best efforts to cause the Resale
Registration Statement to be declared effective by the SEC within
45 days after the filing of the Resale Registration Statement (or
within 75 days if the Resale Registration Statement is subject to
a full review by the SEC). Additionally, the Registration Rights
Agreement provides for certain monetary penalties if the Resale
Registration Statement is not filed or declared effective prior
to certain dates as set forth in the Registration Rights
Agreement.

The issuance and sale of the Purchase Shares, Investor Warrants,
the Placement Agent Warrant, the Warrant Shares and the shares of
common stock issuable upon exercise of the Placement Agent
Warrant (collectively, the Securities) was not registered under
the Securities Act, and these Securities 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 Securities 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
Securities for investment for its own account and without a view
to distribute them. This Current Report on Form 8-K is not and
shall not be deemed to be an offer to sell or the solicitation of
an offer to buy any of the Securities.

Additionally, on January 20, 2017, the Company entered into an
amendment (the RRA Amendment) to the registration rights
agreement (the First Closing Registration Rights Agreement)
entered into in the first closing of the Private Placement
Financing. to the RRA Amendment, the Company and the investors in
the First Closing extended the initial filing date of the Resale
Registration Statement to February 6, 2017. The First Closing
Registration Rights Agreement, as amended by the RRA Amendment,
is substantially identical to the Registration Rights Agreement
entered into in connection with the Final Closing.

The form of Securities Purchase Agreement, Investor Warrant,
Placement Agent Warrant and Registration Rights Agreement contain
ordinary and customary provisions for agreements of this nature,
such as representations, warranties, covenants, and
indemnification obligations, as applicable. The foregoing
descriptions of the Securities Purchase Agreement, Investor
Warrants and Placement Agent Warrant do not purport to be
complete and are qualified in their entirety by reference to the
full text of each document, in substantially the forms of which
are filed as exhibits 4.1, 4.2 and 10.1, respectively, to the
Companys Current Report on Form 8-K filed on December 7, 2016.
The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of such document and the RRA
Amendment, forms of which are filed as Exhibit 10.2 to the
Companys Current Report on Form 8-K filed on December 7, 2016 and
Exhibit 10.1 to this Current Report on Form 8-K, respectively.

Item 3.02 Unregistered Sales of Equity
Securities.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

About PURE BIOSCIENCE, INC. (OTCMKTS:PURE)

PURE Bioscience, Inc. is focused on developing and commercializing antimicrobial products that provide solutions to the health and environmental challenges of pathogen and hygienic control. The Company’s technology platform is based on stabilized ionic silver and its products contain silver dihydrogen citrate (SDC). It offers PURE Hard Surface as a food contact surface sanitizer and disinfectant to restaurant chains and food processors. It is testing and continuing development of PURE Control to utilize PURE Control as a direct food contact processing aid for raw meats, including beef and pork. In addition to PURE Hard Surface and PURE Control, it manufactures and sells SDC-based products for end use; products preserved with SDC, and SDC as a raw material ingredient for manufacturing use. These products include PURE Multi-Purpose and Floor Cleaner Concentrate, PURE Multi-Purpose Hi-Foam Cleaner Concentrate, Axen 30, Axenohl and SILVERION.

PURE BIOSCIENCE, INC. (OTCMKTS:PURE) Recent Trading Information

PURE BIOSCIENCE, INC. (OTCMKTS:PURE) closed its last trading session down -0.005 at 0.950 with shares trading hands.