Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Oct. 08, 2020 | Jan. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | PURE BIOSCIENCE, INC. | ||
Entity Central Index Key | 0001006028 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 19,500,000 | ||
Entity Common Stock, Shares Outstanding | 87,072,951 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 3,839,000 | $ 398,000 |
Accounts receivable | 1,089,000 | 373,000 |
Inventories | 547,000 | 177,000 |
Restricted cash | 75,000 | 75,000 |
Prepaid expenses | 16,000 | 18,000 |
Total current assets | 5,566,000 | 1,041,000 |
Property, plant and equipment, net | 316,000 | 362,000 |
Patents, net | 441,000 | 529,000 |
Total assets | 6,323,000 | 1,932,000 |
Current liabilities | ||
Accounts payable | 1,344,000 | 553,000 |
Accrued liabilities | 168,000 | 185,000 |
Total current liabilities | 1,512,000 | 738,000 |
Deferred rent | 4,000 | |
Total liabilities | 1,512,000 | 742,000 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.01 par value: 100,000,000 shares authorized, 87,072,951 shares issued and outstanding at July 31, 2020, and 76,732,334 shares issued and outstanding at July 31, 2019 | 871,000 | 768,000 |
Additional paid-in capital | 127,414,000 | 123,900,000 |
Accumulated deficit | (123,474,000) | (123,478,000) |
Total stockholders' equity | 4,811,000 | 1,190,000 |
Total liabilities and stockholders' equity | $ 6,323,000 | $ 1,932,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2020 | Jul. 31, 2019 |
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 | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 87,072,951 | 76,732,334 |
Common stock, shares outstanding | 87,072,951 | 76,732,334 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Income Statement [Abstract] | ||
Net product sales (including related party sales of $124,000 for the fiscal year ended July 31, 2020) | $ 6,917,000 | $ 1,909,000 |
Cost of goods sold | 2,896,000 | 728,000 |
Gross profit | 4,021,000 | 1,181,000 |
Operating costs and expenses | ||
Selling, general and administrative | 3,695,000 | 6,416,000 |
Research and development | 322,000 | 354,000 |
Total operating costs and expenses | 4,017,000 | 6,770,000 |
Income (loss) from operations | 4,000 | (5,589,000) |
Other income (expense) | ||
Inducement to exercise warrants | (960,000) | |
Interest expense, net | (5,000) | (6,000) |
Other income, net | 5,000 | 1,000 |
Total other expense | (965,000) | |
Net income (loss) | $ 4,000 | $ (6,554,000) |
Net income (loss) per common share - basic | $ 0 | $ (0.09) |
Net income (loss) per common share - diluted | $ 0 | $ (0.09) |
Weighted average shares - basic | 82,209,487 | 72,880,484 |
Weighted average shares - diluted | 84,611,822 | 72,880,484 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | 12 Months Ended |
Jul. 31, 2020USD ($) | |
Income Statement [Abstract] | |
Related party sales | $ 124,000 |
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, 2018 | $ 683,000 | $ 117,522,000 | $ (116,924,000) | $ 1,281,000 |
Balance, shares at Jul. 31, 2018 | 68,248,158 | |||
Issuance of common stock in private placements, net | $ 58,000 | 2,156,000 | 2,214,000 | |
Issuance of common stock in private placements, net, shares | 5,802,927 | |||
Share-based compensation expense - stock options | 1,387,000 | 1,387,000 | ||
Share-based compensation expense - restricted stock units | 1,062,000 | 1,062,000 | ||
Issuance of common stock upon the vesting of restricted stock units | $ 3,000 | (3,000) | ||
Issuance of common stock upon the vesting of restricted stock units, shares | 281,250 | |||
Issuance of common stock upon exercise of warrants | $ 24,000 | 816,000 | 840,000 | |
Issuance of common stock upon exercise of warrants, shares | 2,399,999 | |||
Inducement to exercise warrants | 960,000 | 960,000 | ||
Net income (loss) | (6,554,000) | (6,554,000) | ||
Balance at Jul. 31, 2019 | $ 768,000 | 123,900,000 | (123,478,000) | 1,190,000 |
Balance, shares at Jul. 31, 2019 | 76,732,334 | |||
Issuance of common stock in private placements, net | $ 97,000 | 2,733,000 | 2,830,000 | |
Issuance of common stock in private placements, net, shares | 9,758,619 | |||
Share-based compensation expense - stock options | 555,000 | 555,000 | ||
Share-based compensation expense - restricted stock units | 232,000 | 232,000 | ||
Issuance of common stock upon the vesting of restricted stock units | $ 4,000 | (4,000) | ||
Issuance of common stock upon the vesting of restricted stock units, shares | 400,000 | |||
Issuance of common stock upon exercise of warrants | $ 2,000 | (2,000) | ||
Issuance of common stock upon exercise of warrants, shares | 181,998 | |||
Inducement to exercise warrants | ||||
Net income (loss) | 4,000 | 4,000 | ||
Balance at Jul. 31, 2020 | $ 871,000 | $ 127,414,000 | $ (123,474,000) | $ 4,811,000 |
Balance, shares at Jul. 31, 2020 | 87,072,951 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Operating activities | ||
Net income (loss) | $ 4,000 | $ (6,554,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 787,000 | 2,449,000 |
Amortization of stock issued for services | 4,000 | 38,000 |
Depreciation and amortization | 192,000 | 241,000 |
Interest expense on promissory note | 1,000 | |
Inducement to exercise warrants | 960,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (716,000) | (98,000) |
Inventories | (370,000) | 20,000 |
Prepaid expenses | (2,000) | 2,000 |
Accounts payable and accrued liabilities | 774,000 | (40,000) |
Deferred rent | (4,000) | (9,000) |
Net cash provided by (used) in operating activities | 669,000 | (2,990,000) |
Investing activities | ||
Investment in patents | (6,000) | |
Purchases of property, plant and equipment | (58,000) | (7,000) |
Net cash used in investing activities | (58,000) | (13,000) |
Financing activities | ||
Net proceeds from the sale of common stock | 2,830,000 | 1,710,000 |
Net proceeds from the exercise of warrants | 840,000 | |
Net cash provided by financing activities | 2,830,000 | 2,550,000 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 3,441,000 | (453,000) |
Cash, cash equivalents, and restricted cash at beginning of year | 473,000 | 926,000 |
Cash, cash equivalents, and restricted cash at end of year | 3,914,000 | 473,000 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | 3,839,000 | 398,000 |
Restricted cash | 75,000 | 75,000 |
Total cash, cash equivalents and restricted cash | 3,914,000 | 473,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for taxes | 4,000 | 5,000 |
Non-cash financing activities | ||
Conversion of promissory note and accrued interest from a related party to common stock | $ 504,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [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. 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 We have a history of recurring losses, and as of July 31, 2020 we have incurred a cumulative net loss of $123,474,000. During the fiscal year ended July 31, 2019, we had a net loss of $6,554,000 and net product sales of $1,909,000. In addition, our cash on hand at July 31, 2020 was $398,000 and we used $2,990,000 in cash to fund operations. During the fiscal year ended July 31, 2020, our financial performance significantly improved, and we recorded net income of $4,000, recorded net product sales of $6,917,000 and generated $669,000 of cash flows from operations. In addition, during the year ended July 31, 2020, we raised $2,830,000 through the sale of our common stock, resulting in a cash balance of $3,839,000 and stockholders’ equity of $4,811,000 at July 31, 2020. Based on current projections, we believe our available cash on-hand, our current efforts to market and sell our products, and our ability to significantly reduce expenses, will provide sufficient cash resources to satisfy our operational needs, for at least one year from the date these financial statements are issued. 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. Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2020 | |
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 Inc., a Nevada corporation. ETIH2O Inc. has no business and no material assets or liabilities and there have been no significant transactions related to ETIH2O Inc. during the periods presented in the consolidated financial statements. All inter-company balances and transactions have been eliminated. Revenue Recognition Effective August 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process: 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. 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, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE ® ® Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns. Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales. We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Variable Consideration We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur. 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. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities from the 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. Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts was zero at July 31, 2020 and 2019. 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. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At July 31, 2020 and 2019, management determined that a reserve for inventory obsolescence was not required. 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. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended July 31, 2020 and 2019, Company Management determined there were no indicators of impairment of its property and equipment. 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. There were no patent impairments during the years ended July 31, 2020 or 2019. Shipping and Handling Costs Shipping and handling costs incurred by us for product shipments are included in cost of goods sold. Research and Development Costs Research and development costs are expensed as incurred. Share-Based Compensation We periodically issue stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for such grants issued and vesting to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. In prior periods, we accounted for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereby the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. On August 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07 which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered. The adoption of ASU 2018-07 had no cumulative effect on previously reported amounts. We estimate the fair value of share-based payment awards at the date of grant using the Black-Scholes option valuation model. 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. Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● 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. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. Concentrations Gross sales Accounts receivable. Purchases. Accounts payable. 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. Income (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options and restricted stock units, based on the average stock price for each period using the treasury stock method. For the fiscal year ended July 31, 2020, the incremental dilutive common share equivalents were 2,402,335. Since we incurred a loss for the fiscal year ended July 31, 2019 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 9,736,772. Segments We operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, our chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements Reclassification For the fiscal year ended July 31, 2019, share-based compensation expense of $2,449,000 has now been included in selling, general and administrative expense. This reclassification did not have an impact on our results of operations or financial condition for the fiscal year ended July 31, 2020 and 2019. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model , under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As small business filer, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Jul. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | 3. Balance Sheet Details Inventories consist of the following: July 31, 2020 2019 Raw materials $ 17,000 $ 30,000 Finished goods 530,000 147,000 $ 547,000 $ 177,000 Property, plant, and equipment consist of the following: July 31, 2020 2019 Computers and equipment $ 819,000 $ 1,001,000 Furniture and fixtures — 21,000 819,000 1,022,000 Less accumulated depreciation (503,000 ) (660,000 ) $ 316,000 $ 362,000 Depreciation expense for the years ended July 31, 2020 and 2019 was $104,000 and $106,000, respectively. Patents consist of the following: July 31, 2020 2019 Patents $ 3,504,000 $ 3,504,000 Less accumulated amortization (3,063,000 ) (2,975,000 ) $ 441,000 $ 529,000 Patent amortization expense for the years ended July 31, 2020 and 2019 was $88,000 and $135,000, respectively. At July 31, 2020, future patent amortization expense is expected to be as follows: 2021 $ 76,000 2022 48,000 2023 42,000 2024 42,000 2025 42,000 Thereafter 191,000 $ 441,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies COVID-19 The COVID-19 pandemic has led to severe disruptions in general economic activities, as businesses and federal, state, and local governments take increasingly broad actions to mitigate this public health crisis. While we have experienced some delays related to final third-party validation of certain of our products and product rollouts by customers using PURE Control, we have not experienced a material disruption to our business. In addition, we have benefited from increased demand from our customers for our PURE Hard Surface product due to a focus on surface disinfecting in response to attempting to prevent COVID-19 transmission. We cannot assure you that such increased demand will continue. Further, on a go-forward basis, we cannot guarantee the overall economic conditions will not affect our business, as these conditions may significantly negatively impact all aspects of our business. Our business is dependent on the continued health and productivity of our employees, including our sales staff and corporate management team. Additionally, our liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels, and meet our financial obligations. Currently, capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve our cash position and capital structure. The extent to which the COVID-19 pandemic ultimately impacts our business, sales, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume and, more specifically, the effect it has on our customers and suppliers. Even after the COVID-19 pandemic has subsided, we may experience significant impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future. Legal From time to time, we could become involved in disputes and various litigation matters that arise in the normal course of business. Lawsuits against us or our officers or directors by employees, former employees, stockholders, partners, customers, or others, or actions taken by regulatory authorities, could be very costly and substantially disrupt our business. Such lawsuits and actions are not uncommon, and we may not be able to resolve such disputes or actions on terms favorable to us, and there may not be sufficient capital resources available to defend such actions effectively, or at all. As of July 31, 2020, there were no material lawsuits against the Company. Operating Leases On July 29, 2019, we entered into a Sublease Agreement (the “Sublease”) with SwabPlus L.P. (“SwabPlus”), effective July 25, 2019, pursuant to which we will sublease certain office and industrial space for our corporate headquarters. The premises are located in Rancho Cucamonga, California. Pursuant to the terms of the Sublease, the Company will pay SwabPlus rent of approximately $2,333 per month, plus additional payments for real property taxes, maintenance and repair and related expenses. We terminated our prior lease in El Cajon, California and transitioned to the new premises in September 2019. Rent expense, including common area maintenance, was $37,000 and $111,000 for the years ended July 31, 2020 and 2019, respectively. Tom Y. Lee, the Company’s Chief Executive Officer, Chairman of the Board and President, also serves as chairman of the board of directors and chief executive officer of SwabPlus. Mr. Lee also serves as president of Hermosa Property, Inc., the landlord of the premises subject to the Sublease. The Sublease was considered by the Company in accordance with the Company’s Related Party Transaction and Procedures Policy, and approved by the disinterested members of the Board. The total payments to SwabPlus during the year ended July 31, 2020 was $39,000. The Sublease expires December 2020. Future annual lease payment for our primary facility as of July 31, 2020 is $12,000. Manufacturing Effective June 9, 2019, we entered into a five-year manufacturing supply agreement with Intercon Chemical Company (ICC) with a three-year renewal term option (the “Manufacturing Supply Agreement”). The agreement consists of manufacturing, packaging, and distribution of PURE’s SDC-based products and contains no mandatory purchase commitment levels. The Manufacturing Supply Agreement provides: ● ICC licenses PURE’s patents and technology know-how for the non-exclusive manufacture of PURE’s 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. The Manufacturing Supply Agreement may be terminated by mutual written consent, or by either party upon the material breach of the terms of the agreement by the other party. Silver is the primary active ingredient in SDC and is a readily available commodity. The other active and inactive ingredients in our products are readily available from multiple sources. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2020 | |
Stockholders' equity | |
Stockholders' Equity | 5. Stockholders’ Equity Preferred Stock As of July 31, 2020, the Company’s 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, 2020 and July 31, 2019, there were no shares of preferred stock issued and outstanding. Common Stock As of July 31, 2020, 100,000,000 shares of common stock with a par value of $0.01 per share are authorized for issuance. Private Placement Financing – Fiscal Year 2020 On October 2, 2019, we entered into and completed a closing (the “Closing”) of a private placement financing to accredited investors. We raised net proceeds of $830,000 in the Closing of an aggregate of 2,862,068 shares of our common stock at a purchase price of $0.29 per share, the closing sales price of our common stock on the date prior to the Closing. The Shares issued in the private placement financing were issued pursuant to a securities purchase agreement entered into with the investors. Tom Y. Lee and Dale Okuno, each of whom are accredited investors and members of the Company’s Board of Directors invested $290,000 and $250,000, respectively, in the private placement financing. Mr. Lee also serves as the Company’s President and Chief Executive Officer. The net proceeds to us from the Closing, after deducting the forgoing fees and other offering expenses, were $830,000. On March 9, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with various accredited investors with respect to a private placement financing (the “Private Placement”) and simultaneously completed the closing (the “Closing”) of the Private Placement. We raised net proceeds of approximately $2,000,000 in the Private Placement for an aggregate of 6,896,551 shares of our common stock (the “Shares”) at a purchase price of $0.29 per share. The per share purchase price was approved by our Board of Directors on February 24, 2020 and represents a 20% discount to the closing price of the Company’s common stock on that date. Tom Y. Lee, Dale Okuno and Ivan Chen, each of whom are accredited investors and members of the Company’s Board of Directors, invested $650,500, $450,000 and $52,000, respectively, in the Private Placement. Mr. Lee also serves as the Company’s President and Chief Executive Officer. The net proceeds to us from the Private Placement, after deducting estimated fees and other offering expenses, were approximately $2,000,000. The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and these Shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Shares were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and that each was receiving the Shares for investment for its own account and without a view to distribute them. Private Placement Financing – Fiscal Year 2019 On August 16, 2018, we completed a Closing of a private placement financing to accredited investors. We raised approximately $1.5 million in the Closing and issued an aggregate of 3,333,964 shares of our common stock at a purchase price of $0.45 per share, including the conversion of approximately $0.5 million held in the form of a promissory note as of July 31, 2018 to Tom Y. Lee, a member of the Company’s Board of Directors and our largest stockholder. The shares issued in the private placement financing were issued pursuant to a securities purchase agreement entered into with the investors. Mr. Tom Y. Lee, a member of the Company’s Board of Directors invested approximately $1.0 million through his affiliates, including approximately $0.5 million of cash and the cancellation of existing indebtedness in the amount of approximately $0.5 million that was held in the form of a promissory note payable as of July 31, 2018. During May, June and July of 2019, we completed three closings (the “Closings”) of a private placement financings to accredited investors. We raised net proceeds of $716,000 in the Closings and issued an aggregate of 2,468,963 shares of our common stock at a purchase price of $0.29 per share. The shares issued in the private placement financing were issued pursuant to a securities purchase agreement entered into with the investors. Messrs. Dale Okuno and Ivan Chen, each of whom are accredited investors and members of the Company’s Board of Directors invested $250,000 and $35,000, respectively, in the private placement financings. The issuance and sale of the shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and these shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The shares were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and that each was receiving the shares for investment for its own account and without a view to distribute them. Other Activity During the three months ended October 31, 2017, we entered into a two-year service agreement for business development services. In accordance with the agreement we issued 50,000 shares of common stock, with a value of $51,000. The value was capitalized to prepaid expense and is being amortized over the term of the agreement. During the fiscal year ended July 31, 2020 and 2019, we recognized $4,000 and $25,000 of expense related to these services, respectively. Warrant Financing – Fiscal Year 2019 On February 19, 2019, we entered into warrants amendments (each a “Warrant Amendment”, and together, the “Warrant Amendments”) with three holders of warrants to purchase the Company’s common stock issued in August 2014 (the “2014 Warrants”). The Warrant Amendments provided (i) for a reduction in the exercise price from $0.75 to $0.35 and (ii) that 2014 Warrants would expire unless otherwise exercised on the date of the Warrant Amendments. In connection with the execution of the Warrant Amendments, on February 19, 2019, the holders exercised the 2014 Warrants to purchase 2,399,999 shares of common stock for an aggregate exercise price of $840,000. Tom Lee, the Company’s Chairman of the Board, and beneficial holder of a 2014 Warrant to purchase 2,133,333 shares of Common Stock, entered into a Warrant Amendment and exercised his 2014 Warrant for an aggregate exercise price of $746,666. Additionally, Dale Okuno, a member of the Company’s Board of Directors, and beneficial holder of a 2014 Warrant to purchase 213,333 shares of Common Stock, entered into a Warrant Amendment and exercised his 2014 Warrant for an aggregate exercise price of $74,666. Due to the reduction in exercise price for the 2014 Warrants issued in connection with the Warrant Amendment, we determined it was appropriate to record $960,000 of expense in the 2019 condensed consolidated statement of operations for the inducement to exercise the 2014 Warrants. A summary of our warrant activity and related data is as follows: Shares Outstanding at July 31, 2018 2,861,096 Issued — Exercised (2,399,999 ) Expired/Cancelled — Outstanding at July 31, 2019 461,097 Issued — Exercised — Expired/Cancelled (133,332 ) Outstanding at July 31, 2020 327,765 The following table summarizes information related to warrants outstanding at July 31, 2020: Expiration Exercise Date Price Shares 12/01/21 $ 1.25 58,824 12/01/21 $ 1.28 117,647 01/23/22 $ 1.25 117,647 01/23/22 $ 1.28 33,647 327,765 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jul. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 6. Share-Based Compensation Restricted Stock Units The Company issues restricted stock unit awards (“RSUs”) to key management and as compensation for services to consultants and others. The RSUs typically vest over a one to three-year period and carry a ten-year term. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU subsequently settles, as set forth in the Restricted Stock Unit Agreement. The Company determines that fair value of those awards at the date of grant, and amortizes those awards as an expense over the vesting period of the award. The shares earned under the grant are usually issued when the award settles at the end of the term. On October 4, 2018, the Board of Directors appointed Tom Myers as the Company’s Chief Operating Officer. In connection with Mr. Myers appointment, the Board agreed to grant him 500,000 RSUs upon the achievement by the Company of profitability for a fiscal quarter, after which such RSUs shall vest annually over the following three years. In May 2020, the 500,000 RSUs were formally granted to Mr. Myers due to the Company’s profitable April 30, 2020 fiscal quarter. Of the 2,012,500 RSUs outstanding, we currently expect 500,000 to vest. During the fiscal year ended July 31, 2020, the Company recognized $70,000 of compensation cost relating to the shares vesting during the period. In addition, the Company accelerated the vesting of 400,000 shares of stock issued to Henry R. Lambert with a remaining value of $162,000 upon his retirement during the period. In total, the Company recognized $232,000 from the vesting of these restricted stock units. For fiscal year ended July 31, 2019 share-based compensation expense for RSUs was $1,062,000, of which $489,000 was due to the accelerated vesting of RSU’s held by Dave Pfanzelter, the former Chairman of our Board. Mr. Pfanzelter retired from our Board in August 2018. During the fiscal year ended July 31, 2020, 400,000 shares were settled and delivered to Mr. Lambert upon his retirement. Of the 2,012,500 RSUs outstanding as of July 31, 2020, 1,512,500 RSUs are vested and issuable. These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for any reason and such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code; (iii) the date of Grantee’s death or (iv) the date of a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”. As of July 31, 2020, there was $227,000 of unrecognized non-cash compensation cost related to the remaining RSUs we expect to vest, which will be recognized over a weighted average period of 2.75 years. A summary of our restricted stock unit activity and related data is as follows: Shares Outstanding at July 31, 2018 1,525,000 Granted 725,000 Vested (206,250 ) Forfeited (131,250 ) Outstanding at July 31, 2019 1,912,500 Granted 500,000 Vested (400,000 ) Forfeited — Outstanding at July 31, 2020 2,012,500 Stock Option Plans 2007 Equity Incentive Plan In February 2016, we amended and restated our 2007 Equity Incentive Plan, the (“2007 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 shares and extend the term of the 2007 Plan until February 4, 2026. The 2007 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of July 31, 2020, there were approximately 33,000 shares available for issuance under the 2007 Plan. 2017 Equity Incentive Plan Our shareholders approved our 2017 Equity Incentive Plan (the “2017 Plan”) in January 2018, which has a share reserve of 5,000,000 shares of common stock that were registered under a Form S-8 filed with the SEC in February 2018. The 2017 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of July 31, 2020, there were approximately 181,000 shares available for issuance under the 2017 Plan. Stock Option Activity During the fiscal year ended July 31, 2020, the Compensation Committee of the Board of Directors authorized the issuance of 2,550,000 stock options to our employees, officers, directors and consultants with a fair value of $946,000 as determined by the Black Scholes option pricing model. The vesting terms of the options vary between one and two years and carry a ten year term. A summary of our stock option activity for the fiscal years ended July 31, 2020 and 2019 is as follows: Shares Weighted- Aggregate Outstanding at July 31, 2018 7,626,093 $ 1.09 $ — Granted 300,000 $ 0.52 Exercised — $ — Cancelled (562,968 ) $ 1.47 Outstanding at July 31, 2019 7,363,125 $ 1.04 $ — Granted 2,550,000 $ 0.58 4,300 Exercised (440,000 ) $ 0.82 Cancelled (40,250 ) $ 11.41 Outstanding at July 31, 2020 9,432,875 $ 0.88 $ 5,255,000 Outstanding Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.25 to $0.50 1,440,000 9.29 $ 0.34 541,250 9.19 $ 0.34 $0.51 to $1.50 7,973,500 4.59 $ 0.97 6,505,167 3.63 $ 0.99 $1.51 to $6.72 19,375 0.95 $ 6.72 19,375 0.95 $ 6.72 9 432 875 5.30 $ 0.88 7,065,792 4.05 $ 0.96 The weighted average expected term of options outstanding at July 31, 2020 was 5.30 years. For the fiscal year ended July 31, 2020 share-based compensation expense for stock options vesting during the period was $555,000. For the fiscal year ended July 31, 2019 share-based compensation expense for stock options vesting during the period was $1,387,000, of which $739,000 was due the accelerated vesting of stock options held by Dave Pfanzelter, the former Chairman of our Board. Mr. Pfanzelter retired from our Board in August 2018. At July 31, 2020, options to purchase 7,065,792 shares of common stock were exercisable. These options had a weighted-average exercise price of $0.88 and a weighted average remaining contractual term of 4.05 years. The weighted average grant date fair value for options granted during the fiscal year ended July 31, 2020 was $0.40. The total unrecognized compensation cost related to unvested stock option grants as of July 31, 2020 was approximately $731,000 and the weighted average period over which these grants are expected to vest is 1.20 years. During the fiscal year ended July 31, 2020, there was a net exercise on 440,000 stock options which resulted in the issuance of 181,998 shares of our common stock. As these options were net exercised, as permitted under the respective option agreements, we did not receive any cash proceeds. We use the Black-Scholes valuation model to calculate the fair value of stock options. Share-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: For the years ended July 31, 2020 2019 Volatility 83.15 % 75.67 % Risk-free interest rate 0.89 % 2.63 % Dividend yield 0.0 % 0.0 % Expected life 5.45 years 4.80 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions On June 28, 2018, we raised $500,000 to support our continued operations by issuing a one-year promissory note to Tom Y. Lee, a member of the Company’s Board of Directors and our largest stockholder. The note accrued interest at 6.5% per annum, compounded annually. On August 16, 2018, $500,000 of principal and approximately $4,000 of accrued interest was converted into 1,120,633 shares of common stock (See Note 5 to these consolidated financial statements). On July 29, 2019, we entered into a Sublease Agreement (the “Sublease”) with SwabPlus L.P. (“SwabPlus”), effective July 25, 2019, pursuant to which we will sublease certain office and industrial space for our corporate headquarters. The premises are located in Rancho Cucamonga, California. Pursuant to the terms of the Sublease, the Company will pay SwabPlus rent of approximately $2,333 per month, plus additional payments for real property taxes, maintenance and repair and related expenses (See Note 4 to these consolidated financial statements). During the year ended July 31, 2020, $39,000 was paid to SwabPlus. During the fiscal year ended July 31, 2020, we sold $124,000 of product to Harmony Bioscience, Inc. PURE Chairman and CEO Tom Y. Lee is an affiliate of Harmony Bioscience. As of July 31, 2020 and July 31, 2019, accounts payable include $60,000 in board fees due to officers and directors, respectively. |
Sales Concentration
Sales Concentration | 12 Months Ended |
Jul. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Sales Concentration | 8. Sales Concentration Net product sales were $6,917,000 and $1,909,000 for the years ended July 31, 2020 and 2019, respectively. For the year ended July 31, 2020, three individual customers accounted for 16%, 13% and 11% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. For the year ended July 31, 2019, one individual customer accounted for 15%, and two individual customers accounted for 11% of our net product sales. No other individual customer accounted for 10% or more of our net product sales. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes We file federal and state consolidated tax returns with our subsidiaries. Our income tax provision for the years ended July 31, 2020 and 2019 was $1,650; the minimum state franchise taxes we pay regardless of income or loss. At July 31, 2020, we had federal and state tax net operating loss carry-forwards of approximately $106.2 million and $61.8 million, respectively. At July 31, 2019, we had federal and state tax net operating loss carry-forwards of approximately $108.3 million and $62.1 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 began expiring in the year ended July 31, 2020 and, unless previously utilized, all but $2.4 million will completely expire in the year ending July 31, 2038. The $2.4 million can be carried forward indefinitely. Our state tax loss carry-forwards began to expire in the year ending July 31, 2029, and will completely expire in the year ending July 31, 2040. Significant components of our deferred tax assets are as follows: July 31, 2020 2019 Net operating loss carry-forward $ 26,540,000 $ 26,940,000 Stock options and warrants 1,950,000 2,030,000 Other temporary differences (120,000 ) (130,000 ) Total deferred tax assets 28,370,000 28,840,000 Valuation allowance for deferred tax assets (28,370,000 ) (28,840,000 ) Net deferred tax assets $ — $ — A reconciliation of income taxes computed using the statutory income tax rate, compared to the effective tax rate, is as follows: 2020 2019 Federal tax benefit at the expected statutory rate — % 21.0 % State income tax, net of federal tax benefit — 0.6 Other — (18.3 ) Valuation allowance — — Income tax benefit - effective rate — % (3.3 )% 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, 2020 or July 31, 2019. We are subject to income taxes in the United States and in various states, and our historical tax years remain subject to future examination by the U.S. and state tax authorities. During the years ended July 31, 2020 and 2019, 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 2012. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2020 | |
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 Inc., a Nevada corporation. ETIH2O Inc. has no business and no material assets or liabilities and there have been no significant transactions related to ETIH2O Inc. during the periods presented in the consolidated financial statements. All inter-company balances and transactions have been eliminated. |
Revenue Recognition | Revenue Recognition Effective August 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process: 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. 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, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE ® ® Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns. Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales. We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Variable Consideration We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur. |
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. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities from the 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. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts was zero at July 31, 2020 and 2019. |
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. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At July 31, 2020 and 2019, management determined that a reserve for inventory obsolescence was not required. |
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. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended July 31, 2020 and 2019, Company Management determined there were no indicators of impairment of its property and equipment. |
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. There were no patent impairments during the years ended July 31, 2020 or 2019. |
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. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Share-Based Compensation | Share-Based Compensation We periodically issue stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for such grants issued and vesting to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. In prior periods, we accounted for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereby the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. On August 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07 which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered. The adoption of ASU 2018-07 had no cumulative effect on previously reported amounts. We estimate the fair value of share-based payment awards at the date of grant using the Black-Scholes option valuation model. 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. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● 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. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. |
Concentrations | Concentrations Gross sales Accounts receivable. Purchases. Accounts payable. |
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. |
Income (Loss) Per Share | Income (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options and restricted stock units, based on the average stock price for each period using the treasury stock method. For the fiscal year ended July 31, 2020, the incremental dilutive common share equivalents were 2,402,335. Since we incurred a loss for the fiscal year ended July 31, 2019 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 9,736,772. |
Segments | Segments We operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, our chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements |
Reclassification | Reclassification For the fiscal year ended July 31, 2019, share-based compensation expense of $2,449,000 has now been included in selling, general and administrative expense. This reclassification did not have an impact on our results of operations or financial condition for the fiscal year ended July 31, 2020 and 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model , under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As small business filer, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consist of the following: July 31, 2020 2019 Raw materials $ 17,000 $ 30,000 Finished goods 530,000 147,000 $ 547,000 $ 177,000 |
Schedule of Property Plant and Equipment | Property, plant, and equipment consist of the following: July 31, 2020 2019 Computers and equipment $ 819,000 $ 1,001,000 Furniture and fixtures — 21,000 819,000 1,022,000 Less accumulated depreciation (503,000 ) (660,000 ) $ 316,000 $ 362,000 |
Schedule of Patents | Patents consist of the following: July 31, 2020 2019 Patents $ 3,504,000 $ 3,504,000 Less accumulated amortization (3,063,000 ) (2,975,000 ) $ 441,000 $ 529,000 |
Schedule of Future Patent Amortization Expense | At July 31, 2020, future patent amortization expense is expected to be as follows: 2021 $ 76,000 2022 48,000 2023 42,000 2024 42,000 2025 42,000 Thereafter 191,000 $ 441,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Stockholders' equity | |
Schedule of Warrant Activity | A summary of our warrant activity and related data is as follows: Shares Outstanding at July 31, 2018 2,861,096 Issued — Exercised (2,399,999 ) Expired/Cancelled — Outstanding at July 31, 2019 461,097 Issued — Exercised — Expired/Cancelled (133,332 ) Outstanding at July 31, 2020 327,765 |
Schedule of Warrants Outstanding | The following table summarizes information related to warrants outstanding at July 31, 2020: Expiration Exercise Date Price Shares 12/01/21 $ 1.25 58,824 12/01/21 $ 1.28 117,647 01/23/22 $ 1.25 117,647 01/23/22 $ 1.28 33,647 327,765 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | A summary of our restricted stock unit activity and related data is as follows: Shares Outstanding at July 31, 2018 1,525,000 Granted 725,000 Vested (206,250 ) Forfeited (131,250 ) Outstanding at July 31, 2019 1,912,500 Granted 500,000 Vested (400,000 ) Forfeited — Outstanding at July 31, 2020 2,012,500 |
Schedule of Stock Option Activity | A summary of our stock option activity for the fiscal years ended July 31, 2020 and 2019 is as follows: Shares Weighted- Aggregate Outstanding at July 31, 2018 7,626,093 $ 1.09 $ — Granted 300,000 $ 0.52 Exercised — $ — Cancelled (562,968 ) $ 1.47 Outstanding at July 31, 2019 7,363,125 $ 1.04 $ — Granted 2,550,000 $ 0.58 4,300 Exercised (440,000 ) $ 0.82 Cancelled (40,250 ) $ 11.41 Outstanding at July 31, 2020 9,432,875 $ 0.88 $ 5,255,000 |
Schedule of Stock Option Outstanding and Exercisable | Outstanding Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.25 to $0.50 1,440,000 9.29 $ 0.34 541,250 9.19 $ 0.34 $0.51 to $1.50 7,973,500 4.59 $ 0.97 6,505,167 3.63 $ 0.99 $1.51 to $6.72 19,375 0.95 $ 6.72 19,375 0.95 $ 6.72 9 432 875 5.30 $ 0.88 7,065,792 4.05 $ 0.96 |
Schedule of Fair Value Assumptions | The fair value of stock options was estimated at the grant date using the following weighted average assumptions: For the years ended July 31, 2020 2019 Volatility 83.15 % 75.67 % Risk-free interest rate 0.89 % 2.63 % Dividend yield 0.0 % 0.0 % Expected life 5.45 years 4.80 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of our deferred tax assets are as follows: July 31, 2020 2019 Net operating loss carry-forward $ 26,540,000 $ 26,940,000 Stock options and warrants 1,950,000 2,030,000 Other temporary differences (120,000 ) (130,000 ) Total deferred tax assets 28,370,000 28,840,000 Valuation allowance for deferred tax assets (28,370,000 ) (28,840,000 ) 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: 2020 2019 Federal tax benefit at the expected statutory rate — % 21.0 % State income tax, net of federal tax benefit — 0.6 Other — (18.3 ) Valuation allowance — — Income tax benefit - effective rate — % (3.3 )% |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cumulative net loss | $ (123,474,000) | $ (123,478,000) | |
Net income (loss) | 4,000 | (6,554,000) | |
Net product sales | 6,917,000 | 1,909,000 | |
Cash on hand | 398,000 | ||
Cash to fund operations | (2,990,000) | ||
Cash used in operations | 669,000 | (2,990,000) | |
Cash and cash equivalents | 3,839,000 | 398,000 | |
Proceeds from sale of common stock | 2,830,000 | 1,710,000 | |
Stockholders equity | $ 4,811,000 | $ 1,190,000 | $ 1,281,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Restricted cash | $ 75,000 | $ 75,000 |
Allowance for doubtful accounts | ||
Impairment of long-lived assets | ||
Dilutive common share | 2,402,335 | 9,736,772 |
Share-based compensation expense | $ 787,000 | $ 2,449,000 |
Customer Concentration Risk [Member] | Net Product Sales [Member] | U.S. [Member] | ||
Concentration risk percentage | 98.00% | |
Customer Concentration Risk [Member] | Net Product Sales [Member] | Foreign [Member] | ||
Concentration risk percentage | 2.00% | |
Customer Concentration Risk [Member] | Net Product Sales [Member] | Individual Customer One [Member] | ||
Concentration risk percentage | 16.00% | 15.00% |
Customer Concentration Risk [Member] | Net Product Sales [Member] | Individual Customer Two [Member] | ||
Concentration risk percentage | 13.00% | 10.00% |
Customer Concentration Risk [Member] | Net Product Sales [Member] | Individual Customer Three [Member] | ||
Concentration risk percentage | 11.00% | |
Customer Concentration Risk [Member] | Net Product Sales [Member] | Individual Customer [Member] | ||
Concentration risk percentage | 10.00% | |
Customer Concentration Risk [Member] | Net Product Sales [Member] | No Other Individual Customer [Member] | ||
Concentration risk percentage | 11.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||
Concentration risk percentage | 21.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customers Two [Member] | ||
Concentration risk percentage | 16.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member] | ||
Concentration risk percentage | 11.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||
Concentration risk percentage | 36.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||
Concentration risk percentage | 20.00% | |
Customer Concentration Risk [Member] | Purchases [Member] | Vendor One [Member] | ||
Concentration risk percentage | 54.00% | 18.00% |
Customer Concentration Risk [Member] | Accounts Payable [Member] | Vendor One [Member] | ||
Concentration risk percentage | 66.00% | 14.00% |
Customer Concentration Risk [Member] | Accounts Payable [Member] | Vendor Two [Member] | ||
Concentration risk percentage | 13.00% |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 104,000 | $ 106,000 |
Patent amortization expense | $ 88,000 | $ 135,000 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Inventories (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 17,000 | $ 30,000 |
Finished goods | 530,000 | 147,000 |
Inventories | $ 547,000 | $ 177,000 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Property Plant and Equipment (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Property, plant, and equipment | $ 819,000 | $ 1,022,000 |
Less accumulated depreciation | (503,000) | (660,000) |
Property, plant, and equipment, net | 316,000 | 362,000 |
Computers and Equipment [Member] | ||
Property, plant, and equipment | 819,000 | 1,001,000 |
Furniture and Fixtures [Member] | ||
Property, plant, and equipment | $ 21,000 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Patents (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Patents | $ 3,504,000 | $ 3,504,000 |
Less accumulated amortization | (3,063,000) | (2,975,000) |
Total | $ 441,000 | $ 529,000 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Future Patent Amortization Expense (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2021 | $ 76,000 | |
2022 | 48,000 | |
2023 | 42,000 | |
2024 | 42,000 | |
2025 | 42,000 | |
Thereafter | 191,000 | |
Total | $ 441,000 | $ 529,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Rent expense per month | $ 37,000 | $ 111,000 |
Lease expiration date, description | The Sublease expires December 2020. | |
Other Liabilities [Member] | ||
Future annual lease payment | $ 12,000 | |
Sublease Agreement [Member] | SwabPlus L.P. [Member] | ||
Rent expense per month | 2,333 | |
Total lease payments | $ 39,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 09, 2020 | Oct. 02, 2019 | Feb. 19, 2019 | Aug. 16, 2018 | Oct. 31, 2017 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 |
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 | ||||||
Value of common stock shares | $ 2,830,000 | $ 2,214,000 | ||||||
Proceeds from warrant exercise | 840,000 | |||||||
2014 Warrants [Member] | ||||||||
Warrant expense | 960,000 | |||||||
Business Development Services [Member] | Two Year Service Agreement [Member] | ||||||||
Number of common shares issued for services | 50,000 | |||||||
Value of shares issued for services | $ 51,000 | $ 4,000 | 25,000 | |||||
Private Placement [Member] | ||||||||
Value of common stock shares | $ 830,000 | $ 1,500,000 | ||||||
Number of common stock shares issued | 2,862,068 | 3,333,964 | ||||||
Price per share | $ 0.29 | $ 0.45 | ||||||
Proceeds from issuance of private placement | $ 830,000 | $ 1,500,000 | ||||||
Conversion amount | $ 500,000 | |||||||
Private Placement [Member] | May, June and July of 2019 [Member] | ||||||||
Proceeds from issuance of private placement | $ 716,000 | |||||||
Shares issued during period, shares | 2,468,963 | |||||||
Stock price per share | $ 0.29 | |||||||
Board of Directors [Member] | ||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||
Preferred stock, par value | $ 0.01 | |||||||
Tom Y Lee [Member] | Private Placement [Member] | ||||||||
Investments amount | 290,000 | |||||||
Dale Okuno [Member] | ||||||||
Proceeds from issuance of private placement | $ 450,000 | |||||||
Dale Okuno [Member] | 2014 Warrants [Member] | ||||||||
Warrants to purchase shares of common stock | 213,333 | |||||||
Proceeds from warrant exercise | $ 74,666 | |||||||
Dale Okuno [Member] | Private Placement [Member] | ||||||||
Investments amount | $ 250,000 | |||||||
Accredited Investors [Member] | Private Placement [Member] | ||||||||
Proceeds from issuance of private placement | $ 2,000,000 | |||||||
Shares issued during period, shares | 6,896,551 | |||||||
Stock price per share | $ 0.29 | |||||||
Discount rate on closing price, percentage | 20.00% | |||||||
Accredited Investors [Member] | Private Placement [Member] | Net Proceeds After Expenses Deductions [Member] | ||||||||
Proceeds from issuance of private placement | $ 2,000,000 | |||||||
Mr. Tom Y. Lee [Member] | ||||||||
Investments amount | 1,000,000 | |||||||
Proceeds from issuance of private placement | 650,500 | |||||||
Investment cash | 500,000 | |||||||
Cancellation of indebtedness amount | $ 500,000 | |||||||
Mr. Tom Y. Lee [Member] | 2014 Warrants [Member] | ||||||||
Warrants to purchase shares of common stock | 2,133,333 | |||||||
Proceeds from warrant exercise | $ 746,666 | |||||||
Ivan Chen [Member] | ||||||||
Proceeds from issuance of private placement | $ 52,000 | |||||||
Ivan Chen [Member] | Private Placement [Member] | May, June and July of 2019 [Member] | ||||||||
Investments amount | $ 35,000 | |||||||
Messrs. Dale Okuno [Member] | Private Placement [Member] | May, June and July of 2019 [Member] | ||||||||
Investments amount | $ 250,000 | |||||||
Three Holders [Member] | 2014 Warrants [Member] | ||||||||
Warrants to purchase shares of common stock | 2,399,999 | |||||||
Proceeds from warrant exercise | $ 840,000 | |||||||
Three Holders [Member] | 2014 Warrants [Member] | Minimum [Member] | ||||||||
Warrants exercise price per share | $ 0.35 | |||||||
Three Holders [Member] | 2014 Warrants [Member] | Maximum [Member] | ||||||||
Warrants exercise price per share | $ 0.75 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) - shares | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Stockholders' equity | ||
Warrants Outstanding, Beginning balance | 461,097 | 2,861,096 |
Warrants Issued | ||
Warrants Exercised | (2,399,999) | |
Warrants Expired/Cancelled | (133,332) | |
Warrants Outstanding, Ending balance | 327,765 | 461,097 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Warrants Outstanding (Details) - $ / shares | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 |
Shares, Warrants | 327,765 | 461,097 | 2,861,096 |
12/01/21 [Member] | |||
Expiration Date, Warrants | Dec. 1, 2021 | ||
Exercise Price, Warrants | $ 1.25 | ||
Shares, Warrants | 58,824 | ||
12/01/21 [Member] | |||
Expiration Date, Warrants | Dec. 1, 2021 | ||
Exercise Price, Warrants | $ 1.28 | ||
Shares, Warrants | 117,647 | ||
01/23/22 [Member] | |||
Expiration Date, Warrants | Jan. 23, 2022 | ||
Exercise Price, Warrants | $ 1.25 | ||
Shares, Warrants | 117,647 | ||
01/23/22 [Member] | |||
Expiration Date, Warrants | Jan. 23, 2022 | ||
Exercise Price, Warrants | $ 1.28 | ||
Shares, Warrants | 33,647 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | Oct. 04, 2018 | May 31, 2020 | Feb. 29, 2016 | Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units, granted | 500,000 | |||||
Number of units, unvested | 1,512,500 | |||||
Number of units, vested | 400,000 | 400,000 | ||||
Weighted-average contractual term of expected to vest | 4 years 18 days | |||||
Share-based compensation | $ 555,000 | $ 1,387,000 | ||||
Options expirations term | 5 years 3 months 19 days | |||||
Options issued to purchase common stock exercisable | 7,065,792 | |||||
Weighted average exercise price | $ 0.88 | |||||
Weighted average contractual term | 4 years 18 days | |||||
Weighted average grant date fair value for options granted | $ 0.40 | |||||
Unrecognized compensation cost of unvested stock option grants | $ 731,000 | |||||
Stock issued during the period exercised | 440,000 | |||||
2007 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, vesting period | 10 years | |||||
Common stock shares increase under the plan | 4,000,000 | |||||
Share-based compensation, expiration date | Feb. 4, 2026 | |||||
Number of shares available for issuance under the plan | 33,000 | |||||
2017 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, vesting period | 10 years | |||||
Number of shares available for issuance under the plan | 181,000 | |||||
Common stock, shares reserved | 5,000,000 | |||||
Employees, Officers and Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options issued to purchase common stock | 2,550,000 | |||||
Fair value of options issued to purchase common stock | $ 946,000 | |||||
Option vested description | The vesting terms of the options vary between one and two years and carry a ten year term. | |||||
Stock issued during the period | 181,998 | |||||
Mr. Pfanzelter [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted shares units vested amount | $ 739,000 | |||||
Restricted Stock Unit Awards (RSU's) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units, granted | 500,000 | 725,000 | ||||
Number of units, unvested | 2,012,500 | 2,012,500 | 1,912,500 | 1,525,000 | ||
Number of units, vested | 500,000 | 400,000 | 206,250 | |||
Unrecognized non-cash compensation costs | $ 227,000 | $ 227,000 | ||||
Weighted-average contractual term of expected to vest | 2 years 9 months | 2 years 9 months | ||||
Compensation cost recognized | $ 232,000 | |||||
Share-based compensation | $ 1,062,000 | |||||
Restricted stock units vested description | These RSUs are issued upon settlement date which is defined as "for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee's Service ceases for any reason and such cessation constitutes a "separation from service" within the meaning of Section 409A of the Code; (iii) the date of Grantee's death or (iv) the date of a Change in Control that constitutes a "change in control event" within the meaning of Section 409A of the Code". | |||||
Restricted Stock Unit Awards (RSU's) [Member] | Vested and Issuable [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units, vested | 1,512,500 | |||||
Restricted Stock Unit Awards (RSU's) [Member] | Shares Vested During Period [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost recognized | $ 70,000 | |||||
Restricted Stock Unit Awards (RSU's) [Member] | Mr. Myers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of units, granted | 500,000 | 500,000 | ||||
Restricted Stock Unit Awards (RSU's) [Member] | Henry R. Lambert [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost recognized | $ 162,000 | |||||
Stock issued during period, shares, share-based compensation | 400,000 | |||||
Restricted Stock Unit Awards (RSU's) [Member] | Consultants and Others [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, vesting period | 10 years | |||||
Restricted Stock Unit Awards (RSU's) [Member] | Consultants and Others [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, vesting period | 1 year | |||||
Restricted Stock Unit Awards (RSU's) [Member] | Consultants and Others [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, vesting period | 3 years | |||||
Restricted Stock Unit Awards (RSU's) [Member] | Mr. Pfanzelter [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted shares units vested amount | $ 489,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Activity (Details) - shares | Oct. 04, 2018 | Jul. 31, 2020 | Jul. 31, 2019 |
Granted | 500,000 | ||
Vested | (400,000) | (400,000) | |
Outstanding, Ending balance | 1,512,500 | ||
Restricted Stock Unit Awards (RSU's) [Member] | |||
Outstanding, Beginning balance | 1,912,500 | 1,525,000 | |
Granted | 500,000 | 725,000 | |
Vested | (500,000) | (400,000) | (206,250) |
Forfeited | (131,250) | ||
Outstanding, Ending balance | 2,012,500 | 2,012,500 | 1,912,500 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Options Outstanding Shares, Beginning Balance | 7,363,125 | 7,626,093 |
Options Granted, Shares | 2,550,000 | 300,000 |
Options Exercised, Shares | (440,000) | |
Options Cancelled, Shares | (40,250) | (562,968) |
Options Outstanding Shares, Ending Balance | 9,432,875 | 7,363,125 |
Weighted- Average Exercise Price Outstanding, Beginning Balance | $ 1.04 | $ 1.09 |
Weighted- Average Exercise Price Granted | 0.58 | 0.52 |
Weighted- Average Exercise Price Exercised | 0.82 | |
Weighted- Average Exercise Price Cancelled | 11.41 | 1.47 |
Weighted- Average Exercise Price Outstanding, Ending Balance | $ 0.88 | $ 1.04 |
Aggregate Intrinsic Value Outstanding, Beginning Balance | ||
Aggregate Intrinsic Value Outstanding, Granted | 4,300 | |
Aggregate Intrinsic Value Outstanding, Ending Balance | $ 5,255,000 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Option Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 | |
Number of shares outstanding, outstanding | 9,432,875 | 7,363,125 | 7,626,093 |
Weighted Average Remaining Contractual Life, Outstanding | 5 years 3 months 19 days | ||
Weighted Average Exercise Price, Outstanding | $ 0.88 | $ 1.04 | $ 1.09 |
Number of shares outstanding, Exercisable | 7,065,792 | ||
Weighted Average Remaining Contractual Life, Exercisable | 4 years 18 days | ||
Exercise Price 1 [Member] | |||
Range of Exercise Prices Lower | $ 0.25 | ||
Range of Exercise Prices Upper | $ 0.50 | ||
Number of shares outstanding, outstanding | 1,440,000 | ||
Weighted Average Remaining Contractual Life, Outstanding | 9 years 3 months 15 days | ||
Weighted Average Exercise Price, Outstanding | $ 0.34 | ||
Number of shares outstanding, Exercisable | 541,250 | ||
Weighted Average Remaining Contractual Life, Exercisable | 9 years 2 months 8 days | ||
Weighted Average Exercise Price, Exercisable | $ 0.34 | ||
Exercise Price 2 [Member] | |||
Range of Exercise Prices Lower | 0.51 | ||
Range of Exercise Prices Upper | $ 1.50 | ||
Number of shares outstanding, outstanding | 7,973,500 | ||
Weighted Average Remaining Contractual Life, Outstanding | 4 years 7 months 2 days | ||
Weighted Average Exercise Price, Outstanding | $ 0.97 | ||
Number of shares outstanding, Exercisable | 6,505,167 | ||
Weighted Average Remaining Contractual Life, Exercisable | 3 years 7 months 17 days | ||
Exercise Price 3 [Member] | |||
Number of shares outstanding, outstanding | 19,375 | ||
Weighted Average Remaining Contractual Life, Outstanding | 11 months 12 days | ||
Weighted Average Exercise Price, Outstanding | $ 6.72 | ||
Number of shares outstanding, Exercisable | 19,375 | ||
Weighted Average Remaining Contractual Life, Exercisable | 11 months 12 days |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Fair Value Assumptions (Details) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Volatility | 83.15% | 75.67% |
Risk-free interest rate | 0.89% | 2.63% |
Dividend yield | 0.00% | 0.00% |
Expected life | 5 years 5 months 12 days | 4 years 9 months 18 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 29, 2019 | Aug. 16, 2018 | Jun. 28, 2018 | Jul. 31, 2020 | Jul. 31, 2019 |
Principal amount | $ 500,000 | ||||
Accrued interest | $ 4,000 | ||||
Debt conversion converted into stock | 1,120,633 | ||||
Accounts payable | $ 1,344,000 | $ 553,000 | |||
Board Fees due to Officers and Directors [Member] | |||||
Accounts payable | 60,000 | $ 60,000 | |||
Harmony Bioscience, Inc [Member] | Mr. Tom Y. Lee [Member] | |||||
Sale of product | 124,000 | ||||
Sublease Agreement [Member] | SwabPlus L.P. [Member] | |||||
Payments for rent | $ 2,333 | ||||
Total lease payments | $ 39,000 | ||||
Tom Y Lee [Member] | |||||
Proceeds from issuance of promissory note | $ 500,000 | ||||
Debt instrument term | 1 year | ||||
Debt instrument interest rate | 6.50% |
Sales Concentration (Details Na
Sales Concentration (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Net product sales | $ 6,917,000 | $ 1,909,000 |
Sales Revenue [Member] | One Individual Customer [Member] | ||
Concentration risk percentage | 16.00% | 15.00% |
Sales Revenue [Member] | Two Individual Customer [Member] | ||
Concentration risk percentage | 13.00% | 11.00% |
Sales Revenue [Member] | Three Individual Customer [Member] | ||
Concentration risk percentage | 11.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Provision for income tax | $ 1,650 | $ 1,650 |
Federal operating loss carry forwards | 106,200,000 | 108,300,000 |
State operating loss carry forward | $ 61,800,000 | 62,100,000 |
Ownership change percentage | 50.00% | |
Accrued interest or penalties | ||
Unrecognized tax benefits | ||
Federal [Member] | Previously Utilized [Member] | ||
Federal operating loss carry forwards | $ 2,400,000 | |
Operating loss carryforwards, expiration date | Jul. 31, 2038 | |
Federal [Member] | Carried Forward Indefinitely [Member] | ||
Federal operating loss carry forwards | $ 2,400,000 | |
State [Member] | ||
Operating loss carryforwards, expiration date description | Our state tax loss carry-forwards began to expire in the year ending July 31, 2029, and will completely expire in the year ending July 31, 2040. |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 26,540,000 | $ 26,940,000 |
Stock options and warrants | 1,950,000 | 2,030,000 |
Other temporary differences | (120,000) | (130,000) |
Total deferred tax assets | 28,370,000 | 28,840,000 |
Valuation allowance for deferred tax assets | (28,370,000) | (28,840,000) |
Net deferred tax assets |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation Effective Tax Rate, Percentage (Details) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | 0.00% | 21.00% |
State income tax, net of federal tax benefit | 0.00% | 0.60% |
Other | 0.00% | (18.30%) |
Valuation allowance | 0.00% | 0.00% |
Income tax benefit - effective rate | 0.00% | (3.30%) |