On January 25, 2013, Pure Bioscience, Inc. (the "Company") entered into a Letter Agreement (the "Agreement") with Morrison & Foerster LLP ("Morrison"). Under the terms of the Agreement, the Company issued a Promissory Note (the "Note") in favor of Morrison in the principal amount of $1,125,000. In consideration for the Note, Morrison agreed to waive $1,518,540.55 of amounts due and payable to Morrison for legal services rendered. The Note bears interest at the rate of 7.5% per annum, but the then outstanding balance will accrue interest at the rate of 10% per annum upon the occurrence of an event of default (as defined in the Note). Beginning March 31, 2013, and on or before the last business day of each calendar month thereafter, the Company is required to pay all accrued but unpaid interest on the then unpaid amount of outstanding principal. Beginning on February 28, 2014, the Company is required to pay equal monthly principal installments of $46,875. The Company may prepay the outstanding balance under the Note in full or in part at any time, which prepayment will result in a discount of the then outstanding balance as more fully described in the Note. The Note will mature on February 28, 2016, unless accelerated pursuant to an event of default (as defined in the Note) or upon the consummation of a change of control (as defined in the Note). As a result of the Agreement, the Company will reclassify the amount due and payable to Morrison from a current liability to long-term debt on the Company's balance sheet.

In consideration for Morrison's acceptance of the Note in lieu of payment for its legal services, the Company issued Morrison a warrant to purchase 375,000 shares of the Company's common stock at an exercise price of $0.83 per share. The warrant is exercisable immediately and expires on January 24, 2018. The warrant may be exercised by Morrison with a cash payment or, in lieu thereof, at its election, through a net exercise, as set forth in the warrant. Neither the warrant nor the shares to be issued upon exercise thereof are registered for sale or resale under the Securities Act of 1933, as amended (the "Securities Act"), and have been or will be issued in reliance on an exemption from registration under the Securities Act pursuant to Section 4(2) thereof based on the offering of such securities to one investor and the lack of any general solicitation or advertising in connection with such issuance.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

(d) Exhibits

4.1 Warrant, dated as of January 25, 2013, issued by Pure Bioscience, Inc. to Morrison & Foerster LLP

10.1  Letter Agreement, dated as of January 25, 2013, between Pure Bioscience,
      Inc., and Morrison & Foerster LLP


10.2  Promissory Note, dated as of January 25, 2013, in favor of Morrison &
      Foerster LLP