Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Oct. 27, 2016 | Jan. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | PURE BIOSCIENCE, INC. | ||
Entity Central Index Key | 1,006,028 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 63,478,000 | ||
Entity Common Stock, Shares Outstanding | 64,823,917 | ||
Trading Symbol | PURE | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 5,194,000 | $ 1,321,000 |
Accounts receivable | 263,000 | 189,000 |
Inventories, net | 350,000 | 207,000 |
Restricted cash | 75,000 | 75,000 |
Prepaid expenses | 260,000 | 187,000 |
Total current assets | 6,142,000 | 1,979,000 |
Property, plant and equipment, net | 440,000 | 90,000 |
Patents, net | 980,000 | 1,192,000 |
Total assets | 7,562,000 | 3,261,000 |
Current liabilities | ||
Accounts payable | 479,000 | 560,000 |
Restructuring liability | 39,000 | 59,000 |
Accrued liabilities | 216,000 | 246,000 |
Derivative liability | 1,802,000 | 4,000 |
Total current liabilities | 2,536,000 | 869,000 |
Deferred rent | 3,000 | 9,000 |
Total liabilities | 2,539,000 | 878,000 |
Stockholders' equity | ||
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued | ||
Common stock, $0.01 par value: 100,000,000 shares authorized, 64,823,917 shares issued and outstanding at July 31, 2016, and 41,859,297 shares issued and outstanding at July 31, 2015 | 649,000 | 420,000 |
Additional paid-in capital | 107,593,000 | 90,811,000 |
Accumulated deficit | (103,219,000) | (88,848,000) |
Total stockholders' equity | 5,023,000 | 2,383,000 |
Total liabilities and stockholders' equity | $ 7,562,000 | $ 3,261,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2016 | Jul. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 64,823,917 | 41,859,297 |
Common stock, shares outstanding | 64,823,917 | 41,859,297 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Statement [Abstract] | ||
Net product sales | $ 1,289,000 | $ 729,000 |
Operating costs and expenses | ||
Cost of goods sold | 441,000 | 285,000 |
Selling, general and administrative | 5,076,000 | 4,912,000 |
Research and development | 927,000 | 790,000 |
Share-based compensation | 1,902,000 | 2,382,000 |
Total operating costs and expenses | 8,346,000 | 8,369,000 |
Loss from operations | (7,057,000) | (7,640,000) |
Other income (expense) | ||
Fair value of derivative liabilities in excess of proceeds | (1,867,000) | |
Change in derivative liability | (5,481,000) | 5,000 |
Interest expense, net | (10,000) | (8,000) |
Other income (expense), net | 44,000 | 16,000 |
Total other income (expense) | (7,314,000) | 13,000 |
Net loss | $ (14,371,000) | $ (7,627,000) |
Basic and diluted net loss per share | $ (0.25) | $ (0.19) |
Shares used in computing basic and diluted net loss per share | 56,830,533 | 39,748,935 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jul. 31, 2014 | $ 295,000 | $ 80,943,000 | $ (81,221,000) | $ 17,000 |
Balance, shares at Jul. 31, 2014 | 29,394,940 | |||
Issuance of common stock in private placement, net | $ 101,000 | 7,300,000 | 7,401,000 | |
Issuance of common stock in private placement, net, shares | 10,086,025 | |||
Share-based compensation expense - stock options | 63,000 | 63,000 | ||
Share-based compensation expense - restricted stock units | 2,319,000 | 2,319,000 | ||
Stock issued for services | $ 3,000 | 203,000 | 206,000 | |
Stock issued for services, shares | 250,000 | |||
Issuance of common stock upon vesting of restricted stock units | $ 17,000 | (17,000) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 1,715,000 | |||
Issuance of common stock upon exercise of warrants | $ 4,000 | 4,000 | ||
Issuance of common stock upon exercise of warrants, shares | 413,332 | |||
Net loss | (7,627,000) | (7,627,000) | ||
Balance at Jul. 31, 2015 | $ 420,000 | 90,811,000 | (88,848,000) | 2,383,000 |
Balance, shares at Jul. 31, 2015 | 41,859,297 | |||
Issuance of common stock in private placement, net | $ 177,000 | (177,000) | ||
Issuance of common stock in private placement, net, shares | 17,777,772 | |||
Share-based compensation expense - stock options | 358,000 | 358,000 | ||
Share-based compensation expense - restricted stock units | 1,544,000 | 1,544,000 | ||
Stock issued for services | $ 3,000 | 287,000 | 290,000 | |
Stock issued for services, shares | 250,000 | |||
Warrant liability removed due to warrant exercise and cancellation | 13,550,000 | 13,550,000 | ||
Issuance of common stock upon vesting of restricted stock units | $ 21,000 | (21,000) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 2,075,000 | |||
Issuance of common stock upon exercise of warrants | $ 28,000 | 1,241,000 | 1,269,000 | |
Issuance of common stock upon exercise of warrants, shares | 2,861,848 | |||
Net loss | (14,371,000) | (14,371,000) | ||
Balance at Jul. 31, 2016 | $ 649,000 | $ 107,593,000 | $ (103,219,000) | $ 5,023,000 |
Balance, shares at Jul. 31, 2016 | 64,823,917 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Operating activities | ||
Net loss | $ (14,371,000) | $ (7,627,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 1,902,000 | 2,382,000 |
Amortization of stock issued for services | 225,000 | 115,000 |
Fair value of derivative liabilities in excess of proceeds | 1,867,000 | |
Impairment of patents | 48,000 | |
Depreciation and amortization | 219,000 | 206,000 |
Change in fair value of derivative liability | 5,481,000 | (5,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (74,000) | (142,000) |
Inventories | (143,000) | 42,000 |
Restricted cash | (75,000) | |
Prepaid expenses | (8,000) | |
Accounts payable and accrued liabilities | (131,000) | (955,000) |
Deferred rent | (6,000) | (4,000) |
Net cash used in operating activities | (4,991,000) | (6,063,000) |
Investing activities | ||
Investment in patents | (15,000) | (26,000) |
Purchases of property, plant and equipment | (390,000) | (81,000) |
Net cash used in investing activities | (405,000) | (107,000) |
Financing activities | ||
Net proceeds from the sale of common stock | 8,000,000 | 7,401,000 |
Net proceeds from the exercise of warrants | 1,269,000 | 4,000 |
Net cash provided by financing activities | 9,269,000 | 7,405,000 |
Net increase in cash and cash equivalents | 3,873,000 | 1,235,000 |
Cash and cash equivalents at beginning of year | 1,321,000 | 86,000 |
Cash and cash equivalents at end of year | 5,194,000 | 1,321,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for taxes | 2,000 | 1,600 |
Warrant liability removed due to settlements | 13,550,000 | |
Fair value of warrant liability at issuance | 9,867,000 | |
Common stock issued for prepaid services | $ 290,000 | $ 206,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Jul. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business All references to “PURE,” “we”, “our,” and “us” refer to PURE Bioscience, Inc. and our wholly owned subsidiary. PURE Bioscience, Inc. is focused on developing and commercializing our proprietary antimicrobial products that provide solutions to the health and environmental challenges of pathogen and hygienic control. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent that is manufactured as a liquid delivered in various concentrations. We currently distribute and contract the manufacture and distribution of our SDC-based disinfecting and sanitizing products, which are registered by the Environmental Protection Agency, or EPA. We also contract manufacture and sell SDC-based formulations to manufacturers for use as a raw material ingredient in the production of personal care products. We believe our technology platform has potential application in a number of industries. We intend to focus our current resources on providing food safety solutions to the food industry. We were incorporated in the state of California in August 1992 as Innovative Medical Services. In September 2003, we changed our name to PURE Bioscience. In March 2011, we reincorporated in the state of Delaware. We operate in one business segment. Liquidity Since our inception, we have financed our operations primarily through public and private offerings of securities, debt financings, and revenue from product sales and license agreements. We have a history of recurring losses, and as of July 31, 2016 we have incurred a cumulative net loss of $103,219,000. As of July 31, 2016, we had $5,194,000 in cash and cash equivalents, and $479,000 of accounts payable. As of July 31, 2016, we had no long term debt. Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources. We expect that we will need to increase our liquidity and capital resources by one or more measures. These measures may include, but are not limited to, the following: reducing operating expenses; obtaining financing through the issuance of equity, debt, or convertible securities; entering into partnerships, licenses, or other arrangements with third parties; and reducing the exercise price of outstanding warrants. Any one of these measures could substantially reduce the value to us of our technology and its commercial potential. If we issue equity, debt or convertible securities to raise additional funds, our existing stockholders may experience dilution, and the new equity, debt or convertible securities may have rights, preferences and privileges senior to those of our existing stockholders. There is no guarantee that we would be able to obtain capital on terms acceptable to us, or at all. If we are unable to obtain sufficient capital, it would have a material adverse effect on our business and operations. It could cause us to fail to execute our business plan, fail to take advantage of future opportunities, or fail to respond to competitive pressures or customer requirements. It also may require us to delay, scale back or eliminate some or all of our research and development programs, to license to third parties the right to commercialize products or technologies that we would otherwise commercialize ourselves, or to reduce or cease operations. If adequate funds are not available when needed, we may be required to significantly modify our business model and operations to reduce spending to a sustainable level. We believe our available cash on-hand and cash received from financings subsequent to our year ended July 31, 2016, our current efforts to market and sell our products, and our ability to significantly reduce expenses, will provide sufficient cash resources to satisfy our needs over the next 12 months. However, we do not yet have, and we may never have, significant cash inflows from product sales or from other sources of revenue to offset our ongoing and planned investments in, research and development projects, regulatory submissions, business development activities, and sales and marketing, among other investments. Some or all of our ongoing or planned investments may not be successful. In addition, irrespective of our cash resources, we may be contractually or legally obligated to make certain investments which cannot be postponed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETIH2O Corporation, a Nevada corporation. ETIH2O Corporation has no business and no material assets or liabilities and there have been no significant transactions related to ETIH2O during the periods presented in the consolidated financial statements. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities from purchase date of three months or less. Restricted Cash The Company is required to maintain $75,000 in a restricted certificate of deposit account in order to fully collateralize four revolving credit card accounts. Fair Value of Financial Instruments Certain of our financial instruments—including cash and cash equivalents, accounts receivable, inventories, prepaid expenses, accounts payable, accrued liabilities, and deferred rent are carried at cost, which is considered to be representative of their respective fair values because of the short-term nature of these instruments. Our derivative liabilities are carried at estimated fair value (See Notes 5 and 6). Derivative Financial Instruments We do not use derivative instruments to hedge exposures to cash flow or market or foreign currency risks. We review the terms of the common stock, warrants and convertible debt we issue to determine whether there are derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of any convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates of allowances for doubtful accounts are determined based on historical payment patterns and individual customer circumstances. The allowance for doubtful accounts was zero at July 31, 2016 and 2015. Inventories Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of our property, plant, and equipment range from three to ten years. Capitalized costs associated with leasehold improvements are depreciated over the lesser of the useful life of the asset or the remaining life of the lease. Depreciation is generally included in selling, general and administrative expense. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold. Patents We have filed a number of patent applications with the United States Patent and Trademark Office and in foreign countries. Certain legal and related costs incurred in connection with pending patent applications have been capitalized. Costs related to successful patent applications are amortized over the lesser of the remaining useful life of the related technology or the remaining patent life, commencing on the date the patent is issued. Capitalized costs related to patent applications are expensed in the period in which a determination is made not to pursue such applications. Impairment of Long-Lived Assets In accordance with GAAP, if indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the fair value of the asset and we record the impairment as a reduction in the carrying value of the related asset and a charge to operating results. Estimating the undiscounted future cash flows associated with long-lived assets requires judgment, and assumptions could differ materially from actual results. During the fiscal year ended July 31, 2016 we incurred $48,000 of expense related to the abandonment of a pending patent not associated with our core business. There were no patent impairments during the fiscal year ended July 31, 2015. Revenue Recognition We sell our products to distributors and end users. We record net sales when we sell products to our customers, rather than when our customers resell products to third parties. When we sell products to our customers, we reduce the balance of our inventory with a corresponding charge to cost of goods sold. We do not currently have any consignment sales. Terms of our product sales are generally FOB shipping point. Net sales are recognized when delivery of the products has occurred (which is generally at the time of shipment), title has passed to the customer, the selling price is fixed or determinable, collectability is reasonably assured and we have no further obligations. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. We record net sales net of discounts at the time of sale and report net sales net of such discounts. We also license our products and technology to development and commercialization partners. Upfront product and technology license fees under multiple-element arrangements are deferred and recognized over the period of such services or performance, if such arrangements require on-going services or performance. Non-refundable amounts received for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Shipping and Handling Costs Shipping and handling costs incurred by us for product shipments are included in cost of goods sold and were minimal for the years ended July 31, 2016 and 2015. Research and Development Costs Research and development costs are expensed as incurred. Share-Based Compensation We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Other Income (Expense) We record interest income, interest expense, change in derivative liabilities, as well as other non-operating transactions, as other income (expense) on our consolidated statements of operations. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. For the years ended July 31, 2016 and 2015, our comprehensive loss consisted only of net loss. Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets to the amount expected to be realized. Net Loss Per Share Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an antidilutive effect. As of July 31, 2016 and 2015, the number of shares issuable upon the exercise of stock options, the vesting of restricted stock units, and the exercise of warrants, none of which are included in the computation of basic net loss per common share, was 10,619,394 and 8,679,374 respectively. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We do not intend to early adopt this standard. We are still evaluating what effect the adoption of this standard will have on the financial condition of the Company. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize “right of use” assets and liabilities for all leases with lease terms of more than 12 months. The ASU requires additional quantitative and qualitative financial statement footnote disclosures about the leases, significant judgments made in accounting for those leases and amounts recognized in the financial statements about those leases. The effective date will be the first quarter of fiscal year 2019. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this Update do not change the core principle of the guidance. The amendments clarify the implementation guidance on principal versus agent considerations. ASU No. 2016-08 was amended by ASU No. 2016-10 to identify performance obligations and licensing. These amendments should be adopted concurrent with adoption of ASU 2014-09. ASU No. 2016-10 is effective for annual reporting periods, and interim periods within those periods, beginning after December 15, 2017, with early adoption not permitted. We have not yet determined the effect of the standard on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which is designed to simplify several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. ASU No. 2016-09 is effective for annual reporting periods, and interim periods within those periods, beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact of ASU No. 2016-09 on our consolidated financial statements. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Jul. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 3. Balance Sheet Details Inventories consist of the following: July 31, 2016 2015 Raw materials $ 120,000 $ 96,000 Finished goods 230,000 111,000 $ 350,000 $ 207,000 During the fiscal year ended July 31, 2016, we received $46,000 from the sale of inventory which was reserved in prior fiscal years. The $46,000 gain is reflected in the other income (expense) section of the consolidated statement of operations. Property, plant, and equipment consist of the following: July 31, 2016 2015 Computers and equipment $ 840,000 $ 590,000 Furniture and fixtures 21,000 21,000 861,000 611,000 Less accumulated depreciation (421,000 ) (521,000 ) $ 440,000 $ 90,000 Depreciation expense was $40,000 and $27,000 for the years ended July 31, 2016 and 2015, respectively. Patents consist of the following: July 31, 2016 2015 Patents $ 3,475,000 $ 3,508,000 Less accumulated amortization (2,495,000 ) (2,316,000 ) $ 980,000 $ 1,192,000 Patent amortization expense was $179,000 for the years ended July 31, 2016 and 2015, respectively. At July 31, 2016, the weighted average remaining amortization period for all patents was approximately six years. The annual patent amortization expense for the next five years is expected to be approximately $178,000 per year. During the fiscal year ended July 31, 2016 we incurred $48,000 of expense related to the abandonment of a pending patent not associated with our core business. There were no patent impairments during the fiscal year ended July 31, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies Severance Agreement On August 13, 2013, the Company entered into a Severance and Release Agreement with Dennis Brovarone, a former Board member. Mr. Brovarone will receive $91,000, payable in 60 monthly installments of approximately $1,600, commencing December 11, 2013 for amounts previously accrued as of July 31, 2013. For the years ended July 31, 2016 and 2015, $39,000 and $59,000 remained payable under the agreement and is included in the accrued restructuring liability section of the consolidated balance sheets as of July 31, 2016 and 2015. Operating Leases During August 2016, we amended the lease of our primary facility in El Cajon, California under a noncancelable operating lease that now expires in December 2019. This facility includes our corporate offices, research and development laboratory, and warehouse. Rent expense, including common area maintenance, was $99,000 and $108,000 for the years ended July 31, 2016 and 2015, respectively. Future minimum annual lease payments for our primary facility as of July 31, 2016 are as follows: 2017 $ 86,000 2018 $ 94,000 2019 $ 106,000 2020 $ 45,000 $ 331,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jul. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 5 Fair Value of Financial Instruments Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In connection with the October and November 2015 Private Placements and a prior Bridge Loan, we issued warrants with derivative features. These instruments are accounted for as derivative liabilities (See Note 6). We used Level 3 inputs for the valuation methodology of the derivative liabilities. The estimated fair values were computed using a Monte Carlo option pricing model based on various assumptions. Our derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly, as adjustments to the fair value of the derivative liabilities. Various factors are considered in the pricing models we use to value the warrants, including the Company’s current stock price, the remaining life of the warrants, the volatility of the Company’s stock price, and the risk free interest rate. Future changes in these factors will have a significant impact on the computed fair value of the warrant liability. As such, we expect future changes in the fair value of the warrants to vary significantly from quarter to quarter. The following table provides a reconciliation of the beginning and ending balances of the derivative liabilities for the years ended July 31, 2016 and 2015: Fair Value of Significant Unobservable Inputs (Level 3) Warrant Liability Balance at July 31, 2014 $ 9,000 Issuances — Settlement of warrant liability — Adjustments to estimated fair value (5,000 ) Balance at July 31, 2015 $ 4,000 Issuances 9,867,000 Settlement of warrant liability (13,550,000 ) Adjustments to estimated fair value 5,481,000 Balance at July 31, 2016 $ 1,802,000 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jul. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 6. Derivative Liability On October 23, 2015 (the “October Closing Date”), we completed a first closing of a private placement financing (the “Private Placement Financing”), where we issued an aggregate of 13,333,333 shares of our common stock (the “Common Stock”), a warrant to purchase up to an aggregate of 6,666,666 shares of common stock with a term of five years and a warrant to purchase up to an aggregate of 8,666,666 shares of common stock with a term of six months (See Note 7). On November 23, 2015, we completed a second closing of the Private Placement Financing, where we issued 4,444,439 shares of Common Stock, warrants to purchase up to an aggregate of 2,222,217 shares of common stock with a term of five years and a warrant to purchase up to an aggregate of 2,820,670 shares of common stock with a term of six months (See Note 7). We accounted for the combined 20,376,219 warrants issued in connection with the Private Placement Financing in accordance with the accounting guidance for derivatives. The applicable accounting guidance sets forth a two-step model to be applied in determining whether a financial instrument is indexed to an entity’s own stock, which would qualify such financial instruments for a scope exception. This scope exception specifies that a contract that would otherwise meet the definition of a derivative financial instrument would not be considered as such if the contract is both (i) indexed to the entity’s own stock and (ii) classified in the stockholders’ equity section of the entity’s balance sheet. We determined the warrants were ineligible for equity classification due to anti-dilution provisions set forth therein. The five year warrants issued on the October Closing Date were canceled on July 19, 2016. The estimated fair value of the five year warrants issued on the October Closing Date, as of the October Closing Date, and at July 19, 2016, was $4,034,000 and $5,541,000, respectively. The fair value on cancelation was returned to additional paid in capital and is reflected in the Settlement of warrant liability section on the table above. The six month warrants issued on the October Closing Date expired unexercised on April 23, 2016. The estimated fair value of the six month warrants issued on the October Closing Date, as of the October Closing Date, and at April 23, 2016, was $2,974,000 and $6,067,000, respectively. The fair value on expiration was returned to additional paid in capital and is reflected in the Settlement of warrant liability section on the table above. The estimated fair value of the five year warrants issued on the November Closing Date, as of the November Closing Date, and at July 31, 2016, was $1,587,000 and $1,794,000, respectively. The following assumptions were used as inputs to the Monte Carlo option pricing model at July 31, 2016: stock price of $1.01 and a warrant exercise price of $0.45; our historical stock price volatility of 90%; risk free interest rate on U.S. treasury notes of 1.0%; warrant expiration of 4.3 years. During the fiscal year ended July 31, 2016, all 2,820,670 of the six month warrants issued on the November Closing Date were exercised. The estimated fair value of the six month warrants issued on the November Closing Date, as of the November Closing Date, and at exercise, was $1,271,000 and $1,942,000, respectively. The fair value on exercise was returned to additional paid in capital and is reflected in the Settlement of warrant liability section on the table above. Given that the fair value of the derivative warrants issued on the October Closing Date exceeded the total proceeds of the private placement of $6,000,000, as of the October Closing Date, no net amounts were allocated to the common stock. The $1,008,000 amount by which the recorded liabilities exceeded the proceeds was charged to other expense at the October Closing Date. Given that the fair value of the derivative liabilities issued on the November Closing Date exceeded the total proceeds of the private placement of $2,000,000, as of the November Closing Date, no net amounts were allocated to the common stock. The $859,000 amount by which the recorded liabilities exceeded the proceeds was charged to other expense at the November Closing Date. We have revalued the derivative liability as of July 31, 2016, and will continue to do so on each subsequent balance sheet date until the securities to which the derivative liabilities relate are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. The derivative liabilities were valued at the closing dates of the October and November Private Placements and at July 31, 2016 using the following assumptions: July 31, 2016 On issuance Closing price per share of common stock $ 1.01 $ 0.87 -0.75 Exercise price per share $ 0.45 $ 0.45 Volatility 90.00 % 90.00 % Risk-free interest rate 1.0 % 1.7 – 0.1 % Dividend yield 0.0 0.0 Expected term of underlying securities (years) 4.3 5.0 – 0.5 In addition, as of the valuation dates, management assessed the probabilities of future financings assumptions in the valuation models. As of July 31, 2016, we had a warrant liability of $8,000 related to 132,420 warrants issued pursuant to a Bridge Loan financing that occurred during the fourth quarter of 2012. Currently there are 9,709 warrants outstanding that were issued in connection with the Bridge Loan. The following assumptions were used as inputs to the model at July 31, 2016: stock price of $1.01 and a warrant exercise price of $0.20 as of the valuation date; our historical stock price volatility of 78.73%; risk free interest rate on U.S. treasury notes of 0.2%; warrant expiration of 0.4 years. As of July 31, 2016 and 2015 the total value of the derivative liabilities was $1,802,000 and $4,000, respectively. The change in fair value of the warrant liability for the fiscal year ended July 31, 2016, was an increase of $5,481,000, which was recorded as a change in derivative liability in the consolidated statement of operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders Equity Preferred Stock As of July 31, 2016, the Companys Board of Directors is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.01 per share, in one or more series. As of July 31, 2016 and 2015, there were no shares of preferred stock issued and outstanding. Common Stock As of July 31, 2016, 100,000,000 shares of common stock with a par value of $0.01 per share are authorized for issuance. Private Placements On October 23, 2015, we completed the initial closing of the Private Placement Financing pursuant to a securities purchase agreement (the Securities Purchase Agreement), providing for the issuance and sale by us to Franchise Brands, LLC (the Investor) of (i) an aggregate of 13,333,333 shares (collectively, the Purchase Shares) of our common stock (the Common Stock) at a purchase price of $0.45 per share, (ii) a warrant to purchase up to an aggregate of 6,666,666 shares of Common Stock with a term of five years (the Five-Year Warrant) and (iii) a warrant to purchase up to an aggregate of 8,666,666 shares of Common Stock with a term of six months and only exercisable for cash (the Six-Month Warrant), for aggregate gross proceeds to us of $6.0 million. On November 23, 2015, we completed the second and final closing of the Private Placement Financing. We raised $2.0 million in this closing providing for the issuance to various investors (i) an aggregate of 4,444,439 Purchase Shares at a purchase price of $0.45 per share, (ii) Five-Year Warrants to purchase up to an aggregate of 2,222,217 shares of Common Stock (iii) Six-Month Warrants to purchase up to an aggregate of 2,820,670 shares of Common Stock (the Six-Month Warrants, together with the Five-Year Warrants, the Warrants and the shares issuable upon exercise of the Warrants, collectively, the Warrant Shares). We did not engage a placement agent or investment banker to facilitate the Private Placement Financing. We intend to use the aggregate net proceeds of the Private Placement Financing primarily for working capital and general corporate purposes. During the fiscal year ended July 31, 2016, (i) all 2,820,670 of the Six-Month Warrants issued in the second and final closing were exercised, (ii) the Six-Month Warrants issued in the initial closing expired and (iii) the Five-Year Warrants issued in the initial closing were cancelled. We offered the securities in the Private Placement Financing to the Companys existing investors who previously purchased securities in our private placement financings in August and September of 2014 (the Prior Financings). Tom Lee, a member of our 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 Investors. The Five-Year Warrants have a term of exercise equal to the earlier of (i) five years after their issuance date or (ii) the consummation of an Acquisition Event (as defined in the Five-Year Warrants). The Five-Year 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 Five-Year Warrants). Additionally, the number of Warrant Shares issuable upon exercise of the Five-Year Warrants and the applicable exercise price therefore are subject to adjustment in the event of a stock dividend, stock split or combination as set forth in the Five-Year Warrants. We also entered into a registration rights agreement with the Investors who participated in the Private Placement Financing (the Registration Rights Agreement), pursuant to which we 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 and other securities issued or issuable with respect to or in exchange for the Purchase Shares or Warrant Shares. We are obligated to use our commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC 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 SEC. During the fiscal year ended July 31, 2015, we issued a total of 10,086,025 shares of common stock and warrants to purchase 4,652,312 shares of common stock for gross proceeds of $7,493,000. After deducting fees of $92,000, the net proceeds to us were $7,401,000. The warrants issued have a five-year term, are exercisable immediately, and have exercise prices ranging from $0.01 to $0.75 per share. A fair value of $4,397,000 was estimated for the warrants using the Black-Sholes valuation method using a volatility of 133.74%, an interest rate of 1.50% and a dividend yield of zero. We determined that the warrants issued in connection with the private placements were equity instruments and did not represent derivative instruments. Other Activity During the fiscal year ended July 31, 2016, we issued 2,075,000 shares of common stock to employees, directors and officers for restricted stock units that vested, based on service and performance conditions. In addition, we entered into a two-year service agreement for general financial advisory services. In accordance with the agreement we issued 250,000 shares of common stock, with a value of $290,000. The value was capitalized to prepaid expense and is being amortized over the term of the agreement. During the fiscal year ended July 31, 2016, we recognized $43,000 of expense related to these services. During the fiscal year ended July 31, 2015, we issued 1,715,000 shares of common stock to employees, directors and officers for restricted stock units that vested, based on service and performance conditions. In addition, we issued 250,000 shares of common stock, valued at $206,000 for investor relations services. The value was capitalized to prepaid expense and is being amortized over a one year term. For the years ended July 31, 2016 and 2015, we recognized $182,000 and $24,000, respectively, of expense related to these services. Warrants During the fiscal year ended July 31, 2016, we received $1,269,000 from the exercise of warrants issued in November 2015 to purchase 2,820,670 shares of our common stock. In addition, there was a net exercise on 78,000 warrants which resulted in the issuance of 41,178 shares of our common stock. As these warrants were net exercised, as permitted under the respective warrant agreement, we did not receive any cash proceeds. The warrants were issued in connection with a prior year private placement and were considered equity instruments. During the fiscal year ended July 31, 2015, we received $4,000 from the exercise of warrants to purchase 413,332 shares of our common stock. A summary of our warrant activity and related data is as follows: Shares Outstanding at July 31, 2014 849,012 Issued 4,652,312 Exercised (413,332 ) Expired (52,836 ) Outstanding at July 31, 2015 5,035,156 Issued 20,376,219 Exercised (2,898,670 ) Expired/Cancelled (15,456,279 ) Outstanding at July 31, 2016 7,056,426 The following table summarizes information related to warrants outstanding at July 31, 2016: Expiration Exercise Date Price Shares 12/14/16 $ 3.61 25,000 12/24/16 $ 0.20 9,709 02/24/17 $ 1.00 100,000 09/17/17 $ 1.38 113,520 01/24/18 $ 0.83 375,000 08/29/19 $ 0.75 4,210,980 11/23/20 $ 0.45 2,222,217 7,056,426 Restricted Stock Units During the fiscal year ended July 31, 2016 and 2015, we issued 2,075,000 and 1,715,000 shares of common stock to employees and directors for restricted stock units that vested, based on performance and service conditions, respectively (See Note 8). A summary of our restricted stock unit activity and related data is as follows: Shares Outstanding at July 31, 2014 4,825,000 Granted 600,000 Vested (1,715,000 ) Forfeited (500,000 ) Outstanding at July 31, 2015 3,210,000 Granted 1,272,500 Vested (2,075,000 ) Forfeited (1,122,500 ) Outstanding at July 31, 2016 1,285,000 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation Restricted Stock Units During the fiscal year ended July 31, 2016, the Compensation Committee of the Board of Directors issued 200,000 restricted stock units (“RSUs”) to Henry R. Lambert, our Chief Executive Officer. The RSUs vest based on performance conditions and expire July 31, 2018. If the performance conditions are not met, or expected to be met, no compensation cost will be recognized on the underlying RSUs. If the performance condition is expected to be met, the expense will be allocated over the performance period. The RSUs granted to Mr. Lambert were not granted pursuant to any compensatory, bonus, or similar plan maintained or otherwise sponsored by the Company. During the fiscal year ended July 31, 2016, we issued 772,500 RSUs to key employees. The RSUs vest based on performance and service conditions. If the performance conditions are not met, or expected to be met, no compensation cost will be recognized on the underlying RSUs. If the performance condition is expected to be met, the expense will be allocated over the performance period. In addition, during the fiscal year ended July 31, 2016, we entered into a nonexclusive sales representative agreement with a third-party consultant. Based on the terms of the agreement, we issued 300,000 RSUs that vest only if sales milestones to certain defined customers are achieved. During the fiscal year ended July 31, 2016, 150,000 RSUs were canceled due to non-performance. We currently do not expect the remaining RSUs issued under the agreement to vest. The agreement terminates on July 31, 2017. During the fiscal year ended July 31, 2016, 2,075,000 RSUs vested based on service conditions that were satisfied during the period, resulting in the issuance of 2,075,000 shares of common stock. Of the 1,285,000 RSUs outstanding, we currently expect 250,000 to vest. As of July 31, 2016, there was $145,000 of unrecognized non-cash compensation cost related to RSUs we expect to vest, which will be recognized over a weighted average period of 0.78 years. During the fiscal year ended July 31, 2016, 1,122,500 RSUs were forfeited. For the years ended July 31, 2016 and 2015, share-based compensation expense for RSUs was $1,544,000 and $2,319,000, respectively. Stock Option Plans In February 2016, we amended and restated our 2007 Equity Incentive Plan, or the Plan, to, among other changes, increase the number of shares of common stock issuable under the Plan by 4,000,000 shares and extend the term of the Plan until February 4, 2026. The Plan During the fiscal year ended July 31, 2016, the Compensation Committee of the Board of Directors authorized the issuance of 950,000 stock options to our officers and directors. Each option represents the right to receive one share of common stock, issuable at the time the option vests, as set forth in the option agreement. The breakdown is as follows: ● Mark S. Elliott Option Award: We granted Mr. Elliott a two year award consisting of an option to purchase one hundred fifty thousand (150,000) shares of common stock. The option shares vest quarterly over a one year period. ● Henry R. Lambert Option Award: We granted Mr. Lambert a five year award consisting of an option to purchase two hundred thousand (200,000) shares of common stock. ● Chairman Option Award: We granted Mr. Pfanzelter a five year award consisting of an option to purchase two hundred thousand (200,000) shares of common stock. ● Director Option Awards: We granted Messrs. Cohee, Lee, Otis and Dr. Theno, five year awards consisting of an option to purchase one hundred thousand (100,000) shares of common stock, respectively. The option awards granted to Messrs. Lambert, Pfanzelter, Cohee, Lee, Otis and Dr. Theno vest in three installments: 33% on None of the options granted to our officers and directors were granted pursuant to any compensatory, bonus, or similar plan maintained or otherwise sponsored by the Company. During the year ended July 31, 2016, we issued 850,000 options to purchase common stock to employees supporting our selling, general and administrative, and research and development functions. The vesting terms of the options varied from 100% on grant date to quarterly over a one year period. In addition, during the year ended July 31, 2016, we issued 50,000 options to purchase common stock to third-party consultants for business development services. 12,500 option shares vested during the current fiscal year. The remaining options vest only if sales milestones are achieved. We currently do not expect the remaining options issued under the agreements to vest. A summary of our stock option activity for the fiscal years ended July 31, 2016 and 2015 is as follows: Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at July 31, 2014 462,343 $ 3.95 $ 22,000 Granted — $ — Exercised — $ — Cancelled (28,125 ) $ 2.20 Outstanding at July 31, 2015 434,218 $ 4.07 $ — Granted 1,850,000 $ 1.07 Exercised — $ — Cancelled (6,250 ) $ 14.72 Outstanding at July 31, 2016 2,277,968 $ 1.60 $ 46,000 The weighted-average remaining contractual term of options outstanding at July 31, 2016 was 3.08 years. At July 31, 2016, options to purchase 957,801 shares of common stock were exercisable. These options had a weighted-average exercise price of $2.29, an aggregate intrinsic value of $46,000, and a weighted average remaining contractual term of 3.22 years. The weighted average grant date fair value for options granted during the year ended July 31, 2016 was $0.47. We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: July 31, 2016 Volatility 82.12 % Risk-free interest rate 0.83 % Dividend yield 0.0 % Expected life 2.13 years Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. Certain options granted to consultants are subject to variable accounting treatment and are required to be revalued until vested. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. We have not had significant forfeitures of stock options granted to employees and directors as a significant number of our historical stock option grants were fully vested at issuance or were issued with short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero. The total unrecognized compensation cost related to unvested stock option grants as of July 31, 2016 was approximately $430,000 and the weighted average period over which these grants are expected to vest is 0.58 years. For the fiscal year ended July 31, 2016 and 2015, share-based compensation expense for stock options was $358,000 and $63,000 respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions On December 11, 2013, the Company entered into a five-year strategic collaboration agreement with St. Louis-based Intercon Chemical Company (ICC). The agreement consists of a multi-prong approach to accelerate the commercialization of PURE’s unique and proprietary SDC-based products. The strategic collaboration agreement provides: ● ICC licenses from PURE its patents and technology know-how for the exclusive manufacture of our SDC-based products. ● ICC will invest in plant improvements to allow for expanded SDC production. ● ICC’s R&D team will collaborate on SDC product line development. ● ICC licenses the distribution rights for SDC-based products into its core businesses of institutional cleaning and sanitation products. ● ICC will also develop a new initiative focused on US hospital, healthcare and medical facilities. ● PURE earns royalty income on SDC-products sold by ICC and its affiliates. During the year ended July 31, 2016 and 2015, our net product sales to ICC was $34,000 and $69,000, respectively. As of July 31, 2016, $118,000 was payable to ICC for the production of SDC based products and $24,000 of accounts receivable was due to the Company. As of July 31, 2015, $6,000 was payable to ICC for the production of SDC based products and $2,000 of accounts receivable was due to the Company. |
Sales Concentration
Sales Concentration | 12 Months Ended |
Jul. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Sales Concentration | 10. Sales Concentration Net product sales were $1,289,000 and $729,000 for the years ended July 31, 2016 and 2015, respectively. For the year ended July 31, 2016, one customer accounted for 37% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. The geographic breakdown of net product sales for the year ended July 31, 2016 was as follows: 100% U.S. For the year ended July 31, 2015, one customer accounted for 47% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. The geographic breakdown of net product sales for the year ended July 31, 2015 was as follows: 97% U.S. and 3% foreign. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes We file federal and California consolidated tax returns with our subsidiaries. Our income tax provision for the year ended July 31, 2016 and 2015 was $1,600; the minimum state franchise taxes we pay regardless of income or loss. At July 31, 2016, we had federal and California tax net operating loss carry-forwards of approximately $95.4 million and $79.0 million, respectively. Included in these net operating loss carry-forwards is $18.6 million related to a deduction for income tax purposes for which the Company has not realized a tax benefit. In future periods an adjustment would be recorded to Additional Paid in Capital at the time that these net operating losses may be utilized and reduce income tax. At July 31, 2015, we had federal and California tax net operating loss carry-forwards of approximately $90.2 million and $77.5 million, respectively. Utilization of the net operating loss carry-forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code as well as similar state provisions. These ownership changes may limit the amount of net operating loss carry-forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 of the Internal Revenue Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Since our formation, we have raised capital through the issuance of capital stock on several occasions (both before and after our initial public offering in 1996) which, combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future upon subsequent disposition. While we do not believe that we have experienced an ownership change, the pertinent tax rules related thereto are complex and subject to varying interpretations, and thus complete assurance cannot be provided that the taxing authorities would not take an alternative position. Our current federal tax loss carry-forwards begin expiring in the year ended July 31, 2019 and, unless previously utilized, will completely expire in the year ending July 31, 2036. Our California tax loss carry-forwards will begin to expire in the year ending July 31, 2017, and will completely expire in the year ending July 31, 2036. Significant components of our deferred tax assets are as follows: July 31, 2016 2015 Net operating loss carry-forward $ 30,160,000 $ 28,205,000 Stock options and warrants 3,250,000 2,570,000 Other temporary differences (140,000 ) 70,000 Total deferred tax assets 33,270,000 30,845,000 Valuation allowance for deferred tax assets (33,270,000 ) (30,845,000 ) Net deferred tax assets $ — $ — Realization of our deferred tax assets, which relate to operating loss carry-forwards and timing differences, is dependent on future earnings, among other factors. The timing and amount of future earnings are uncertain and therefore a valuation allowance has been established. The increase in the valuation allowance on the deferred tax asset during the years ended July 31, 2016 and 2015 was $2,423,000 and $3,075,000, respectively. The deferred tax asset and valuation allowance balances as of July 31, 2015 have been restated to correct for an error related to the Company’s calculation of its income tax provision for the year ended July 31, 2015. The Company assessed the materiality of the error to the previously issued financial statements for year ended July 31, 2015 in accordance with SEC Staff Accounting Bulletin Nos. 108 and 99 and concluded that the revisions were not material to those financial statements. The deferred tax asset and valuation allowance balances as of July 31, 2015 presented herein each reflect a decrease of approximately $6,875,000 to correct for this error. The error impacts only certain amounts disclosed in the footnotes to the financial statements and not the results of operations or the financial position of the Company. A reconciliation of income taxes computed using the statutory income tax rate, compared to the effective tax rate, is as follows: 2016 2015 Federal tax benefit at the expected statutory rate 34.0 % 34.0 % State income tax, net of federal tax benefit 2.3 6.2 Expired net operating loss carryforwards (1.5 ) (0.3 ) Permanent items (17.9 ) (0.4 ) Valuation allowance (16.9 ) (40.3 ) Income tax benefit - effective rate 0.0 % 0.0 % Following authoritative guidance, we recognize the tax benefit from a tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense; however we have had no accrued interest or penalties at either July 31, 2016 or July 31, 2015. We are subject to income taxes in the United States and in California, and our historical tax years remain subject to future examination by the U.S. and California tax authorities. During the years ended July 31, 2016 and 2015, we did not record any activity related to our unrecognized tax benefits. The Company and its subsidiaries are subject to federal income tax as well as income tax of multiple state jurisdictions. With few exceptions, the Company is no longer subject to income tax examination by tax authorities in major jurisdictions for tax years prior to 2011. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the carryforwards. The Company is not currently under examination by the IRS or state taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events None |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETIH2O Corporation, a Nevada corporation. ETIH2O Corporation has no business and no material assets or liabilities and there have been no significant transactions related to ETIH2O during the periods presented in the consolidated financial statements. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities from purchase date of three months or less. |
Restricted Cash | Restricted Cash The Company is required to maintain $75,000 in a restricted certificate of deposit account in order to fully collateralize four revolving credit card accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain of our financial instruments—including cash and cash equivalents, accounts receivable, inventories, prepaid expenses, accounts payable, accrued liabilities, and deferred rent are carried at cost, which is considered to be representative of their respective fair values because of the short-term nature of these instruments. Our derivative liabilities are carried at estimated fair value (See Notes 5 and 6). |
Derivative Financial Instruments | Derivative Financial Instruments We do not use derivative instruments to hedge exposures to cash flow or market or foreign currency risks. We review the terms of the common stock, warrants and convertible debt we issue to determine whether there are derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of any convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates of allowances for doubtful accounts are determined based on historical payment patterns and individual customer circumstances. The allowance for doubtful accounts was zero at July 31, 2016 and 2015. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of our property, plant, and equipment range from three to ten years. Capitalized costs associated with leasehold improvements are depreciated over the lesser of the useful life of the asset or the remaining life of the lease. Depreciation is generally included in selling, general and administrative expense. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold. |
Patents | Patents We have filed a number of patent applications with the United States Patent and Trademark Office and in foreign countries. Certain legal and related costs incurred in connection with pending patent applications have been capitalized. Costs related to successful patent applications are amortized over the lesser of the remaining useful life of the related technology or the remaining patent life, commencing on the date the patent is issued. Capitalized costs related to patent applications are expensed in the period in which a determination is made not to pursue such applications. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with GAAP, if indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the fair value of the asset and we record the impairment as a reduction in the carrying value of the related asset and a charge to operating results. Estimating the undiscounted future cash flows associated with long-lived assets requires judgment, and assumptions could differ materially from actual results. During the fiscal year ended July 31, 2016 we incurred $48,000 of expense related to the abandonment of a pending patent not associated with our core business. There were no patent impairments during the fiscal year ended July 31, 2015. |
Revenue Recognition | Revenue Recognition We sell our products to distributors and end users. We record net sales when we sell products to our customers, rather than when our customers resell products to third parties. When we sell products to our customers, we reduce the balance of our inventory with a corresponding charge to cost of goods sold. We do not currently have any consignment sales. Terms of our product sales are generally FOB shipping point. Net sales are recognized when delivery of the products has occurred (which is generally at the time of shipment), title has passed to the customer, the selling price is fixed or determinable, collectability is reasonably assured and we have no further obligations. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. We record net sales net of discounts at the time of sale and report net sales net of such discounts. We also license our products and technology to development and commercialization partners. Upfront product and technology license fees under multiple-element arrangements are deferred and recognized over the period of such services or performance, if such arrangements require on-going services or performance. Non-refundable amounts received for substantive milestones are recognized upon achievement of the milestone. Any amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs incurred by us for product shipments are included in cost of goods sold and were minimal for the years ended July 31, 2016 and 2015. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Share-Based Compensation | Share-Based Compensation We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. |
Other Income (Expense) | Other Income (Expense) We record interest income, interest expense, change in derivative liabilities, as well as other non-operating transactions, as other income (expense) on our consolidated statements of operations. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. For the years ended July 31, 2016 and 2015, our comprehensive loss consisted only of net loss. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets to the amount expected to be realized. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an antidilutive effect. As of July 31, 2016 and 2015, the number of shares issuable upon the exercise of stock options, the vesting of restricted stock units, and the exercise of warrants, none of which are included in the computation of basic net loss per common share, was 10,619,394 and 8,679,374 respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We do not intend to early adopt this standard. We are still evaluating what effect the adoption of this standard will have on the financial condition of the Company. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize “right of use” assets and liabilities for all leases with lease terms of more than 12 months. The ASU requires additional quantitative and qualitative financial statement footnote disclosures about the leases, significant judgments made in accounting for those leases and amounts recognized in the financial statements about those leases. The effective date will be the first quarter of fiscal year 2019. We are currently evaluating the impact of the adoption of this accounting standard update on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this Update do not change the core principle of the guidance. The amendments clarify the implementation guidance on principal versus agent considerations. ASU No. 2016-08 was amended by ASU No. 2016-10 to identify performance obligations and licensing. These amendments should be adopted concurrent with adoption of ASU 2014-09. ASU No. 2016-10 is effective for annual reporting periods, and interim periods within those periods, beginning after December 15, 2017, with early adoption not permitted. We have not yet determined the effect of the standard on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which is designed to simplify several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. ASU No. 2016-09 is effective for annual reporting periods, and interim periods within those periods, beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact of ASU No. 2016-09 on our consolidated financial statements. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventories | Inventories consist of the following: July 31, 2016 2015 Raw materials $ 120,000 $ 96,000 Finished goods 230,000 111,000 $ 350,000 $ 207,000 |
Schedule of Property Plant and Equipment | Property, plant, and equipment consist of the following: July 31, 2016 2015 Computers and equipment $ 840,000 $ 590,000 Furniture and fixtures 21,000 21,000 861,000 611,000 Less accumulated depreciation (421,000 ) (521,000 ) $ 440,000 $ 90,000 |
Schedule of Patents | Patents consist of the following: July 31, 2016 2015 Patents $ 3,475,000 $ 3,508,000 Less accumulated amortization (2,495,000 ) (2,316,000 ) $ 980,000 $ 1,192,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum annual lease payments for our primary facility as of July 31, 2016 are as follows: 2017 $ 86,000 2018 $ 94,000 2019 $ 106,000 2020 $ 45,000 $ 331,000 |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The following table provides a reconciliation of the beginning and ending balances of the derivative liabilities for the years ended July 31, 2016 and 2015: Fair Value of Significant Unobservable Inputs (Level 3) Warrant Liability Balance at July 31, 2014 $ 9,000 Issuances — Settlement of warrant liability — Adjustments to estimated fair value (5,000 ) Balance at July 31, 2015 $ 4,000 Issuances 9,867,000 Settlement of warrant liability (13,550,000 ) Adjustments to estimated fair value 5,481,000 Balance at July 31, 2016 $ 1,802,000 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | The derivative liabilities were valued at the closing dates of the October and November Private Placements and at July 31, 2016 using the following assumptions: July 31, 2016 On issuance Closing price per share of common stock $ 1.01 $ 0.87 -0.75 Exercise price per share $ 0.45 $ 0.45 Volatility 90.00 % 90.00 % Risk-free interest rate 1.0 % 1.7 – 0.1 % Dividend yield 0.0 0.0 Expected term of underlying securities (years) 4.3 5.0 – 0.5 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of our warrant activity and related data is as follows: Shares Outstanding at July 31, 2014 849,012 Issued 4,652,312 Exercised (413,332 ) Expired (52,836 ) Outstanding at July 31, 2015 5,035,156 Issued 20,376,219 Exercised (2,898,670 ) Expired/Cancelled (15,456,279 ) Outstanding at July 31, 2016 7,056,426 |
Schedule of Warrants Outstanding | The following table summarizes information related to warrants outstanding at July 31, 2016: Expiration Exercise Date Price Shares 12/14/16 $ 3.61 25,000 12/24/16 $ 0.20 9,709 02/24/17 $ 1.00 100,000 09/17/17 $ 1.38 113,520 01/24/18 $ 0.83 375,000 08/29/19 $ 0.75 4,210,980 11/23/20 $ 0.45 2,222,217 7,056,426 |
Schedule of Restricted Stock Activity | A summary of our restricted stock unit activity and related data is as follows: Shares Outstanding at July 31, 2014 4,825,000 Granted 600,000 Vested (1,715,000 ) Forfeited (500,000 ) Outstanding at July 31, 2015 3,210,000 Granted 1,272,500 Vested (2,075,000 ) Forfeited (1,122,500 ) Outstanding at July 31, 2016 1,285,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of our stock option activity for the fiscal year ended July 31, 2016 and 2015 is as follows: Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at July 31, 2014 462,343 $ 3.95 $ 22,000 Granted — $ — Exercised — $ — Cancelled (28,125 ) $ 2.20 Outstanding at July 31, 2015 434,218 $ 4.07 $ — Granted 1,850,000 $ 1.07 Exercised — $ — Cancelled (6,250 ) $ 14.72 Outstanding at July 31, 2016 2,277,968 $ 1.60 $ 46,000 |
Schedule of Fair Value Assumptions | The fair value of stock options was estimated at the grant date using the following weighted average assumptions: July 31, 2016 Volatility 82.12 % Risk-free interest rate 0.83 % Dividend yield 0.0 % Expected life 2.13 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of our deferred tax assets are as follows: July 31, 2016 2015 Net operating loss carry-forward $ 30,160,000 $ 28,205,000 Stock options and warrants 3,250,000 2,570,000 Other temporary differences (140,000 ) 70,000 Total deferred tax assets 33,270,000 30,845,000 Valuation allowance for deferred tax assets (33,270,000 ) (30,845,000 ) Net deferred tax assets $ — $ — |
Schedule of Reconciliation Effective Tax Rate, Percentage | A reconciliation of income taxes computed using the statutory income tax rate, compared to the effective tax rate, is as follows: 2016 2015 Federal tax benefit at the expected statutory rate 34.0 % 34.0 % State income tax, net of federal tax benefit 2.3 6.2 Expired net operating loss carryforwards (1.5 ) (0.3 ) Permanent items (17.9 ) (0.4 ) Valuation allowance (16.9 ) (40.3 ) Income tax benefit - effective rate 0.0 % 0.0 % |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cumulative net loss | $ 103,219,000 | $ 88,848,000 | |
Cash and cash equivalents | 5,194,000 | 1,321,000 | $ 86,000 |
Accounts payable | 479,000 | $ 560,000 | |
Long term debt |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Restricted cash | $ 75,000 | $ 75,000 |
Allowance for doubtful accounts receivable | 0 | 0 |
Impairment expense | $ 48,000 | |
Impairment of long-lived assets | $ 0 | |
Incremental common shares attributable to call options and warrants | 10,619,394 | 8,679,374 |
Maximum [Member] | ||
Property and equipment useful lives | 3 years | |
Minimum [Member] | ||
Property and equipment useful lives | 10 years |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Inventory finished goods net of reserves | $ 46,000 | |
Sale of inventory | 46,000 | |
Depreciation expense | 40,000 | $ 27,000 |
Impairment expenses | 48,000 | |
Patents [Member] | ||
Amortization expense | $ 179,000 | 179,000 |
Weighted average remaining amortization period for patents | 6 years | |
Amortization expense, next twelve months | $ 178,000 | |
Amortization expenses, year two | 178,000 | |
Amortization expenses, year three | 178,000 | |
Amortization expenses, year four | 178,000 | |
Amortization expenses, year five | $ 178,000 | |
Impairment expenses | $ 0 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Inventories (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 120,000 | $ 96,000 |
Finished goods | 230,000 | 111,000 |
Inventories, net | $ 350,000 | $ 207,000 |
Balance Sheet Details - Sched31
Balance Sheet Details - Schedule of Property Plant and Equipment (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Computers and equipment | $ 840,000 | $ 590,000 |
Furniture and fixtures | 21,000 | 21,000 |
Property, plant and equipment, gross | 861,000 | 611,000 |
Less accumulated depreciation | (421,000) | (521,000) |
Property, plant and equipment, net | $ 440,000 | $ 90,000 |
Balance Sheet Details - Sched32
Balance Sheet Details - Schedule of Patents (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Patents | $ 3,475,000 | $ 3,508,000 |
Less accumulated amortization | (2,495,000) | (2,316,000) |
Patents, net | $ 980,000 | $ 1,192,000 |
Commitments and Contingencies33
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 13, 2013 | Jul. 31, 2016 | Jul. 31, 2015 |
Restructuring liability | $ 39,000 | $ 59,000 | |
Rent expense | $ 99,000 | $ 108,000 | |
Dennis Brovarone [Member] | |||
Release agreement payment | $ 91,000 | ||
Cash severance payment period | 60 months | ||
Monthly installment amount | $ 1,600 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Jul. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 86,000 |
2,018 | 94,000 |
2,019 | 106,000 |
2,020 | 45,000 |
Future minimum annual lease payments | $ 331,000 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Schedule of Derivative Liabilities at Fair Value (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Beginning balance | $ 4,000 | $ 9,000 |
Issuances | 9,867,000 | |
Settlement of warrant liability | (13,550,000) | |
Adjustments to estimated fair value | 5,481,000 | (5,000) |
Ending balance | $ 1,802,000 | $ 4,000 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | Jul. 19, 2016 | Apr. 23, 2016 | Nov. 23, 2015 | Oct. 23, 2015 | Jul. 31, 2016 | Jul. 31, 2012 | Jul. 31, 2016 | Jul. 31, 2015 |
Number of common stock shares issued during the period | 13,906 | |||||||
Stock price | $ 1.01 | $ 1.01 | ||||||
Warrant expiration warrant exercise price | $ 0.45 | $ 0.45 | ||||||
Fair value assumption of historical stock price volatility | 90.00% | |||||||
Fair value assumption of risk free interest rate | 1.00% | |||||||
Fair value assumption of warrant expiration term | 4 years 3 months 18 days | |||||||
Proceeds from private placement | ||||||||
Warrants outstanding | 7,056,426 | 7,056,426 | ||||||
Derivative liabilities | $ 1,802,000 | $ 1,802,000 | $ 4,000 | |||||
Change in fair value of warrant liability | $ 5,481,000 | |||||||
Bridge Loan [Member] | ||||||||
Stock price | $ 1.01 | $ 1.01 | ||||||
Warrant expiration warrant exercise price | $ 0.20 | $ 0.20 | ||||||
Fair value assumption of historical stock price volatility | 78.73% | |||||||
Fair value assumption of risk free interest rate | 0.20% | |||||||
Fair value assumption of warrant expiration term | 4 months 24 days | |||||||
Warrants liabilities | $ 8,000 | $ 8,000 | ||||||
Number of warrants issued for bridge loan financing | 132,420 | |||||||
Warrants outstanding | 9,709 | 9,709 | ||||||
Private Placement Financing [Member] | ||||||||
Number of warrants issued | 20,376,219 | 20,376,219 | ||||||
Private Placement Financing [Member] | October Closing Date [Member] | ||||||||
Number of common stock shares issued during the period | 13,333,333 | |||||||
Proceeds from private placement | $ 6,000,000 | |||||||
Other expenses | 1,008,000 | |||||||
Private Placement Financing [Member] | October Closing Date [Member] | Five Years [Member] | ||||||||
Warrants to purchase of common stock shares | 6,666,666 | |||||||
Warrant term | 5 years | |||||||
Fair value of warrants | $ 5,541,000 | $ 4,034,000 | ||||||
Private Placement Financing [Member] | October Closing Date [Member] | Six Months [Member] | ||||||||
Warrants to purchase of common stock shares | 8,666,666 | |||||||
Warrant term | 6 months | |||||||
Fair value of warrants | $ 6,067,000 | $ 2,974,000 | $ 2,820,670 | |||||
Stock price | $ 1.01 | $ 1.01 | ||||||
Warrant expiration warrant exercise price | $ 0.45 | $ 0.45 | ||||||
Fair value assumption of historical stock price volatility | 90.00% | |||||||
Fair value assumption of risk free interest rate | 1.00% | |||||||
Fair value assumption of warrant expiration term | 4 years 3 months 18 days | |||||||
Warrants unexercise expiration date | Apr. 23, 2016 | |||||||
Fair value of warrants exercise return to additional paid in capital | $ 1,942,000 | |||||||
Private Placement Financing [Member] | November Closing Date [Member] | ||||||||
Number of common stock shares issued during the period | 4,444,439 | |||||||
Fair value of warrants | $ 1,587,000 | 1,794,000 | ||||||
Fair value of warrants exercise return to additional paid in capital | 1,271,000 | |||||||
Proceeds from private placement | 2,000,000 | |||||||
Other expenses | $ 859,000 | |||||||
Private Placement Financing [Member] | November Closing Date [Member] | Five Years [Member] | ||||||||
Warrants to purchase of common stock shares | 2,222,217 | |||||||
Warrant term | 5 years | |||||||
Private Placement Financing [Member] | November Closing Date [Member] | Six Months [Member] | ||||||||
Warrants to purchase of common stock shares | 2,820,670 | |||||||
Warrant term | 6 months |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liability (Details) | 12 Months Ended |
Jul. 31, 2016$ / shares | |
Closing price per share of common stock | $ 1.01 |
Exercise price per share | $ 0.45 |
Volatility | 90.00% |
Risk-free interest rate | 1.00% |
Dividend yield | 0.00% |
Expected term of underlying securities (years) | 4 years 3 months 18 days |
On Issuance [Member] | |
Exercise price per share | $ 0.45 |
Volatility | 90.00% |
Dividend yield | 0.00% |
On Issuance [Member] | Minimum [Member] | |
Closing price per share of common stock | $ 0.87 |
Risk-free interest rate | 1.70% |
Expected term of underlying securities (years) | 5 years |
On Issuance [Member] | Maximum [Member] | |
Closing price per share of common stock | $ 0.75 |
Risk-free interest rate | 0.10% |
Expected term of underlying securities (years) | 6 months |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 23, 2015 | Oct. 23, 2015 | Sep. 30, 2014 | Jul. 31, 2016 | Jul. 31, 2015 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Proceeds from exercise of warrants | $ 1,269,000 | $ 4,000 | |||
Proceeds from private placement | |||||
Number of common stock shares issued during the period | 13,906 | ||||
Fair value assumption of volatility rate | 82.12% | ||||
Fair value assumption of interest rate | 0.83% | ||||
Fair value assumption of dividend yield | 0.00% | ||||
Warrant [Member] | |||||
Proceeds from exercise of warrants | $ 1,269,000 | $ 4,000 | |||
Number of warrants issued | 78,000 | ||||
Number of common stock shares issued during the period | 41,178 | ||||
Number of warrants exercise during the period | 2,820,670 | 413,332 | |||
Employees, Directors and Officers [Member] | |||||
Number of shares issued | 2,075,000 | 1,715,000 | |||
Services expense | $ 182,000 | $ 24,000 | |||
Employees, Directors and Officers [Member] | Restricted Stock Units RSU [Member] | |||||
Number of shares issued | 2,075,000 | 1,715,000 | |||
Private Placement Financing [Member] | |||||
Warrant term | 5 years | ||||
Five-Year Warrant [Member] | |||||
Fair value of warrants | $ 4,397,000 | ||||
Fair value assumption of volatility rate | 133.74% | ||||
Fair value assumption of interest rate | 1.50% | ||||
Fair value assumption of dividend yield | 0.00% | ||||
Five-Year Warrant [Member] | Minimum [Member] | |||||
Fair value of exercise price per share | $ 0.01 | ||||
Five-Year Warrant [Member] | Maximum [Member] | |||||
Fair value of exercise price per share | $ 0.75 | ||||
Franchise Brands, LLC [Member] | Securities Purchase Agreement [Member] | |||||
Warrants to purchase of common stock shares | 4,444,439 | 13,333,333 | 4,652,312 | ||
Warrants exercise price per share | $ 0.45 | $ 0.45 | |||
Proceeds from exercise of warrants | $ 6,000,000 | $ 7,493,000 | |||
Proceeds from private placement | $ 2,000,000 | ||||
Number of warrants issued | 2,820,670 | ||||
Fees | 92,000 | ||||
Proceeds from common stock | $ 7,401,000 | ||||
Franchise Brands, LLC [Member] | Securities Purchase Agreement [Member] | Five-Year Warrant [Member] | |||||
Warrants to purchase of common stock shares | 2,222,217 | 6,666,666 | |||
Warrant term | 5 years | 5 years | |||
Franchise Brands, LLC [Member] | Securities Purchase Agreement [Member] | Six-Month Warrant [Member] | |||||
Warrants to purchase of common stock shares | 8,666,666 | 2,820,670 | |||
Warrant term | 6 months | 6 months | |||
Tom Lee [Member] | Private Placement Financing [Member] | |||||
Proceeds from private placement | $ 472,000 | ||||
General Financial Advisory Services [Member] | Service Agreement [Member] | |||||
Number of common stock shares issued during the period | 250,000 | ||||
Number of common stock issued during the period | $ 290,000 | $ 206,000 | |||
Services expense | $ 43,000 | ||||
Service agreement term | 2 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) - shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Equity [Abstract] | ||
Outstanding, beginning balance | 5,035,156 | 849,012 |
Issued | 20,376,219 | 4,652,312 |
Exercised | (2,898,670) | (413,332) |
Expired | (15,456,279) | (52,836) |
Outstanding, ending balance | 7,056,426 | 5,035,156 |
Stockholders' Equity - Schedu40
Stockholders' Equity - Schedule of Warrants Outstanding (Details) | Jul. 31, 2016$ / sharesshares |
Warrant outstanding | 7,056,426 |
12/14/16 [Member] | |
Warrant exercise price | $ / shares | $ 3.61 |
Warrant outstanding | 25,000 |
12/24/16 [Member] | |
Warrant exercise price | $ / shares | $ 0.20 |
Warrant outstanding | 9,709 |
02/24/17 [Member] | |
Warrant exercise price | $ / shares | $ 1 |
Warrant outstanding | 100,000 |
09/17/17 [Member] | |
Warrant exercise price | $ / shares | $ 1.38 |
Warrant outstanding | 113,520 |
01/24/18 [Member] | |
Warrant exercise price | $ / shares | $ 0.83 |
Warrant outstanding | 375,000 |
08/29/19 [Member] | |
Warrant exercise price | $ / shares | $ 0.75 |
Warrant outstanding | 4,210,980 |
11/23/20 [Member] | |
Warrant exercise price | $ / shares | $ 0.45 |
Warrant outstanding | 2,222,217 |
Stockholders' Equity - Schedu41
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock Units RSU [Member] - shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Outstanding, beginning balance | 3,210,000 | 4,825,000 |
Granted | 1,272,500 | 600,000 |
Vested | (2,075,000) | (1,715,000) |
Forfeited | (1,122,500) | (500,000) |
Outstanding, ending balance | 1,285,000 | 3,210,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | Feb. 29, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 1,902,000 | $ 2,382,000 | ||
Weighted Average Exercise Price Granted | $ 1.07 | |||
Selling, General and Administrative, and Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued | 850,000 | |||
Officers and Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 950,000 | |||
Mr. Elliott [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option granted during period | 2 years | |||
Shares granted | 150,000 | |||
Mr. Lambert [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option granted during period | 5 years | |||
Shares granted | 200,000 | |||
Option granted percentage | 33.00% | |||
Mr. Pfanzelter [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option granted during period | 5 years | |||
Shares granted | 200,000 | |||
Mr. Pfanzelter [Member] | October 31, 2016 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option granted percentage | 33.00% | |||
Messrs. Cohee, Lee, Otis and Dr. Theno [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option granted during period | 5 years | |||
Shares granted | 100,000 | |||
Messrs. Cohee, Lee, Otis and Dr. Theno [Member] | January 31, 2017 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option granted percentage | 34.00% | |||
2007 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares increase under the plan | 4,000,000 | |||
Contractual life vesting periods | 10 years | |||
Number of shares available for issuance under the plan | 2,000,000 | |||
Key Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued | 772,500 | |||
Third-Party Consultant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued | 50,000 | |||
Restricted Stock Units RSU [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vested | (2,075,000) | (1,715,000) | ||
Shares outstanding | 1,285,000 | 3,210,000 | 4,825,000 | |
Shares expected to vest | 250,000 | |||
Unrecognized non-cash compensation costs | $ 145,000 | |||
Unrecognized non-cash compensation costs, weighted average period | 9 months 11 days | |||
Shares forfeited | 1,122,500 | |||
Share-based compensation | $ 1,544,000 | $ 2,319,000 | ||
Shares granted | 1,272,500 | 600,000 | ||
Restricted Stock Units RSU [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued | 200,000 | |||
Expiration date | Jul. 31, 2018 | |||
Restricted Stock Units RSU [Member] | Third-Party Consultant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vested | 300,000 | |||
Number of shares canceled | 150,000 | |||
Stock Option Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vested | 12,500 | |||
Share-based compensation | $ 358,000 | $ 63,000 | ||
Weighted-average contractual term of options outstanding | 3 years 29 days | |||
Stock options were exercisable | 957,801 | |||
Exercise price | $ 2.29 | |||
Weighted Average Exercise Price Granted | $ 0.47 | |||
Aggregate intrinsic value | $ 46,000 | |||
Weighted average remaining contractual term | 3 years 2 months 19 days | |||
Unrecognized compensation cost of unvested stock option grants | $ 430,000 | |||
Weighted average period over grants are expected to vest | 6 months 29 days |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding Shares, Beginning Balance | 434,218 | 462,343 |
Options Granted, Shares | 1,850,000 | |
Option Exercised, Shares | ||
Options Cancelled, Shares | (6,250) | (28,125) |
Options Outstanding Shares, Ending Balance | 2,277,968 | 434,218 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 4.07 | $ 3.95 |
Weighted Average Exercise Price Granted | 1.07 | |
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Cancelled | 14.72 | 2.20 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 1.60 | $ 4.07 |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 22,000 | |
Aggregate Intrinsic Value Outstanding, Ending Balance | $ 46,000 |
Share-Based Compensation - Sc44
Share-Based Compensation - Schedule of Fair Value Assumptions (Details) | 12 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Volatility | 82.12% |
Risk-free interest rate | 0.83% |
Dividend yield | 0.00% |
Expected life | 2 years 1 month 17 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Net product sales | $ 1,289,000 | $ 729,000 |
Accounts receivable | 263,000 | 189,000 |
SDC Technology [Member] | ||
Accounts receivable | 24,000 | 2,000 |
Intercon Chemical Company [Member] | ||
Net product sales | 34,000 | 69,000 |
Due to related parties | $ 118,000 | $ 6,000 |
Sales Concentration (Details Na
Sales Concentration (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Sales revenue, goods, net | $ 1,289,000 | $ 729,000 |
Sales Revenue Net [Member] | U.S [Member] | ||
Concentration risk, percentage | 100.00% | 97.00% |
Sales Revenue Net [Member] | Foreign [Member] | ||
Concentration risk, percentage | 3.00% | |
Sales Revenue Net [Member] | Customer One [Member] | ||
Concentration risk, percentage | 37.00% | |
Sales Revenue Net [Member] | Other Individual Customer [Member] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Sales Concentration [Member] | Customer One [Member] | ||
Concentration risk, percentage | 47.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision for income tax | $ 1,600 | $ 1,600 |
Federal operating loss carryforwards | 95,400,000 | 90,200,000 |
State operating loss carryforwards | 79,000,000 | 77,500,000 |
Operating loss carry forwards | $ 18,600,000 | |
Ownership change percent points of outstanding stock | 50.00% | |
Federal tax loss carryforwards expiartion date | Jul. 31, 2019 | |
State tax loss carryforwards expiartion date | Jul. 31, 2036 | |
Valuation allowance, deferred tax asset, change in amount | $ 2,423,000 | 3,075,000 |
Deferred tax asset and valuation allowance decreased to correct the error | 6,875,000 | |
Accrued interest or penalties |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 30,160,000 | $ 28,205,000 |
Stock options and warrants | 3,250,000 | 2,570,000 |
Other temporary differences | (140,000) | 70,000 |
Total deferred tax assets | 33,270,000 | 30,845,000 |
Valuation allowance for deferred tax assets | (33,270,000) | (30,845,000) |
Net deferred tax assets |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation Effective Tax Rate, Percentage (Details) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | 34.00% | 34.00% |
State income tax, net of federal tax benefit | 2.30% | 6.20% |
Expired net operating loss carryforwards | (1.50%) | (0.30%) |
Permanent items | (17.90%) | 0.40% |
Valuation allowance | (16.90%) | (40.30%) |
Income tax benefit - effective rate | 0.00% | 0.00% |