Item  1 .0 1 Entry into a Material Definitive Agreement .

On November 23 , 2015 , PURE Bioscience, Inc. (the “Company”) ,   creator of the patented silver dihydrogen citrate (SDC) antimicrobial,   completed the second and final closing of a private placement financing (the “Private Placement Financing”) .  The Company raised $2.0 million   in this final closing of (i) an aggregate of 4,444,439 shares (collectively, the “Purchase Shares”) of the Company’s common stock (the “Common Stock”) at a purchase price of $0.45 per share, (ii) warrant s to purchase up to an aggregate of 2,222,217 shares of Common Stock with a term of five years (the “Five-Year Warrant s ”) and (iii) warrant s to purchase up to an aggregate of 2,820,670 shares of Common Stock with a term of six months and only exercisable for cash (the “Six-Month Warrant s ”, together with the Five-Year Warrant s , the “Warrants” and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”) .       The securities issued in the Private Placement Financing were issued pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into with certain investors (the “Investors”). The Company completed the initial closing of the Private Placement Financing on October 23, 2015 for aggregate gross proceeds of $6.0 million and the aggregate gross proceeds in the initial and final closing s of the Private Placement Financing are $8.0 million .  The Company did not engage a placement agent or investment banker to facilitate the Private Placement Financing.  The Company intends to use the aggregate net proceeds of the Private Placement Financing primarily for working capital and general corporate purposes.

The Company offered the securities in the Private Placement Financing to the Company’s existing investors who previously purchased securities in the Company’s private placement financings in August and September of 2014 (the “Prior Financings”).  The final closing in the Private Placement Financing was provided for and contemplated by the Securities Purchase Agreement entered into in connection with the initial closing.  Tom Lee, a member of the Company’s board of directors and a participant in the Prior Financings, together   with   certain of his affiliates , invested   approximately $472,000 in the   final closing of the Private Placement Financing on the same terms offered to the other I nvestors.  

The Warrants   have   an exercise price of $0.45   per share,   are   exercisable immediately after   their   issuance and will have a term of exercise equal to the   earlier   of (i) five years   or six months,   for the Five-Year Warrant s   and   Six-Month Warrant s , respectively,   after   their   issuance date or (ii) the consummation of an Acquisition Event (as defined in the Warrants). The Warrants are subject to a broad-based anti-dilution adjustment in the event the Company issues shares of Common Stock without consideration or for consideration per share less than the exercise price in effect immediately prior   to such   issuance; provided however, that such adjustment does not apply to an Excluded Issuance (as such term is defined in the Warrants).  Additionally, the number of   Warrant Shares issuable upon exercise of the Warrants   and the   applicable   exercise price therefor are subject to adjustment in the event of a stock dividend, stock split or combination as set forth in the Warrants.     

The Company also entered into a registration rights agreement with the Investor s (the “Registration Rights Agreement”), pursuant to which the Company will be obligated, upon request of Investors holding 75% of the Issuable Shares (as defined therein) and subject to certain conditions, to file with the Securities and Exchange Commission (the “Commission”) as soon as practicable, but in any event within 60 days after receiving such applicable request, 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 efforts to cause the Resale Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing of the Resale Registration Statement, but no monetary penalty or liquidated damages will be imposed upon the Company if the Registration Statement is not declared effective by the Commission .

The issuance and sale of the Purchase Shares, Warrant s and Warrant Shares (collectively, the “Securities”) was not registered under the Securities Act, and the se 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 Investor s 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 S ecurities 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.

The Securities Purchase Agreement, Warrants 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 description s of the Securities Purchase Agreement, Warrant s and Registration Rights Agreement do not purport to be complete and are   qualified in their   entirety by reference to the full text of each document ,   forms   of which   were filed   with the Company’s Annual Report on Form 10-K for the year ended July 31, 2015 in connection with the initial closing of the Private Placement Financing .