Cover
Cover - shares | 6 Months Ended | |
Jan. 31, 2024 | Mar. 16, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 001-14468 | |
Entity Registrant Name | PURE Bioscience, Inc. | |
Entity Central Index Key | 0001006028 | |
Entity Tax Identification Number | 33-0530289 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 771 Jamacha Rd. | |
Entity Address, Address Line Two | #512 | |
Entity Address, City or Town | El Cajon | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92019 | |
City Area Code | (619) | |
Local Phone Number | 596-8600 | |
Title of 12(g) Security | Common Stock, $0.01 par value | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 111,856,473 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 557,000 | $ 1,095,000 |
Accounts receivable | 171,000 | 285,000 |
Inventories, net | 74,000 | 88,000 |
Restricted cash | 75,000 | 75,000 |
Prepaid expenses | 62,000 | 61,000 |
Total current assets | 939,000 | 1,604,000 |
Property, plant and equipment, net | 147,000 | 221,000 |
Total assets | 1,086,000 | 1,825,000 |
Current liabilities | ||
Accounts payable | 409,000 | 422,000 |
Accrued liabilities | 136,000 | 110,000 |
Total current liabilities | 545,000 | 532,000 |
Long-term liabilities | ||
Total long-term liabilities | 1,862,000 | 1,021,000 |
Total liabilities | 2,407,000 | 1,553,000 |
Commitments and contingencies | ||
Stockholders’ equity (deficiency) | ||
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.01 par value: 150,000,000 shares authorized, 111,856,473 shares issued and outstanding at January 31, 2024, and July 31, 2023 | 1,119,000 | 1,119,000 |
Additional paid-in capital | 132,542,000 | 132,398,000 |
Accumulated deficit | (134,982,000) | (133,245,000) |
Total stockholders’ equity (deficiency) | (1,321,000) | 272,000 |
Total liabilities and stockholders’ equity (deficiency) | 1,086,000 | 1,825,000 |
Related Party [Member] | ||
Long-term liabilities | ||
Note payable to related parties | $ 1,862,000 | $ 1,021,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2024 | Jul. 31, 2023 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 111,856,473 | 111,856,473 |
Common stock, shares outstanding | 111,856,473 | 111,856,473 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Total revenue | $ 326,000 | $ 397,000 | $ 1,048,000 | $ 868,000 |
Cost of goods sold | 149,000 | 200,000 | 429,000 | 414,000 |
Gross profit | 177,000 | 197,000 | 619,000 | 454,000 |
Operating costs and expenses | ||||
Selling, general and administrative | 1,065,000 | 1,180,000 | 2,138,000 | 2,345,000 |
Research and development | 76,000 | 75,000 | 156,000 | 153,000 |
Total operating costs and expenses | 1,141,000 | 1,255,000 | 2,294,000 | 2,498,000 |
Loss from operations | (964,000) | (1,058,000) | (1,675,000) | (2,044,000) |
Other income (expense) | ||||
Other income (expense), net | (5,000) | |||
Interest expense, net | (38,000) | (2,000) | (62,000) | (4,000) |
Total other income (expense) | (38,000) | (2,000) | (62,000) | (9,000) |
Net loss | $ (1,002,000) | $ (1,060,000) | $ (1,737,000) | $ (2,053,000) |
Basic net loss per share | $ (0.02) | $ (0.02) | $ (0.01) | $ (0.01) |
Diluted net loss per share | $ (0.02) | $ (0.02) | $ (0.01) | $ (0.01) |
Shares used in computing basic net loss per share | 111,856,473 | 111,356,473 | 111,856,473 | 111,356,473 |
Shares used in computing diluted net loss per share | 111,856,473 | 111,356,473 | 111,856,473 | 111,356,473 |
Product [Member] | ||||
Total revenue | $ 325,000 | $ 396,000 | $ 1,043,000 | $ 863,000 |
Royalty [Member] | ||||
Total revenue | $ 1,000 | $ 1,000 | $ 5,000 | $ 5,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficiency) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Jul. 31, 2022 | $ 1,114,000 | $ 132,079,000 | $ (129,284,000) | $ 3,909,000 |
Balance, shares at Jul. 31, 2022 | 111,356,473 | |||
Share-based compensation expense - stock options | 169,000 | 169,000 | ||
Share-based compensation expense - restricted stock units | 42,000 | 42,000 | ||
Net loss | (2,053,000) | (2,053,000) | ||
Balance at Jan. 31, 2023 | $ 1,114,000 | 132,290,000 | (131,337,000) | 2,067,000 |
Balance, shares at Jan. 31, 2023 | 111,356,473 | |||
Balance at Oct. 31, 2022 | $ 1,114,000 | 132,163,000 | (130,277,000) | 3,000,000 |
Balance, shares at Oct. 31, 2022 | 111,356,473 | |||
Share-based compensation expense - stock options | 106,000 | 106,000 | ||
Share-based compensation expense - restricted stock units | 21,000 | 21,000 | ||
Net loss | (1,060,000) | (1,060,000) | ||
Balance at Jan. 31, 2023 | $ 1,114,000 | 132,290,000 | (131,337,000) | 2,067,000 |
Balance, shares at Jan. 31, 2023 | 111,356,473 | |||
Balance at Jul. 31, 2023 | $ 1,119,000 | 132,398,000 | (133,245,000) | 272,000 |
Balance, shares at Jul. 31, 2023 | 111,856,473 | |||
Share-based compensation expense - stock options | 144,000 | 144,000 | ||
Share-based compensation expense - restricted stock units | ||||
Net loss | (1,737,000) | (1,737,000) | ||
Balance at Jan. 31, 2024 | $ 1,119,000 | 132,542,000 | (134,982,000) | (1,321,000) |
Balance, shares at Jan. 31, 2024 | 111,856,473 | |||
Balance at Oct. 31, 2023 | $ 1,119,000 | 132,478,000 | (133,980,000) | (383,000) |
Balance, shares at Oct. 31, 2023 | 111,856,473 | |||
Share-based compensation expense - stock options | 64,000 | 64,000 | ||
Share-based compensation expense - restricted stock units | ||||
Net loss | (1,002,000) | (1,002,000) | ||
Balance at Jan. 31, 2024 | $ 1,119,000 | $ 132,542,000 | $ (134,982,000) | $ (1,321,000) |
Balance, shares at Jan. 31, 2024 | 111,856,473 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Operating activities | ||||
Net loss | $ (1,002,000) | $ (1,060,000) | $ (1,737,000) | $ (2,053,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share-based compensation | 144,000 | 211,000 | ||
Depreciation and amortization | 74,000 | 67,000 | ||
Gain on extinguishment of indebtedness | ||||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 114,000 | 45,000 | ||
Inventories | 14,000 | (21,000) | ||
Prepaid expenses | (1,000) | (6,000) | ||
Interest on note payable | 56,000 | |||
Accounts payable and accrued liabilities | 13,000 | (112,000) | ||
Net cash used in operating activities | (1,323,000) | (1,869,000) | ||
Investing activities | ||||
Purchases of property, plant and equipment | (37,000) | |||
Net cash used in investing activities | (37,000) | |||
Financing activities | ||||
Net proceeds from note payable to related parties | 785,000 | |||
Net cash provided by financing activities | 785,000 | |||
Net decrease in cash, cash equivalents, and restricted cash | (538,000) | (1,906,000) | ||
Cash, cash equivalents, and restricted cash at beginning of period | 1,170,000 | 3,466,000 | ||
Cash, cash equivalents, and restricted cash at end of period | 632,000 | 1,560,000 | 632,000 | 1,560,000 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||
Cash and cash equivalents | 557,000 | 1,485,000 | 557,000 | 1,485,000 |
Restricted cash | 75,000 | 75,000 | 75,000 | 75,000 |
Total cash, cash equivalents and restricted cash | $ 632,000 | $ 1,560,000 | 632,000 | 1,560,000 |
Supplemental disclosure of cash flow information | ||||
Cash paid for taxes | $ 5,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETI H2O Inc., a Nevada corporation. ETI H2O, Inc. currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETI H2O, Inc. during the periods presented in the condensed consolidated financial statements. All inter-company balances and transactions have been eliminated. All references to “PURE,” “we,” “our,” “us” and the “Company” refer to PURE Bioscience, Inc. and our wholly owned subsidiary. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information pursuant to the instructions to Form 10-Q and Article 10/Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter ended January 31, 2024 are not necessarily indicative of the results that may be expected for other quarters or the year ending July 31, 2024. The July 31, 2023 balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP and included in our Annual Report on Form 10-K. For more complete information, these unaudited financial statements and the notes thereto should be read in conjunction with the audited financial statements for the year ended July 31, 2023 included in our Annual Report on Form 10-K covering such period filed with the Securities and Exchange Commission, or SEC, on October 30, 2023. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jan. 31, 2024 | |
Liquidity And Going Concern | |
Liquidity and Going Concern | 2. Liquidity and Going Concern We have a history of recurring losses, and as of January 31, 2024 we have a stockholders deficiency of $ 1,321,000 1,737,000 1,048,000 1,323,000 557,000 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 ensure 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Revenue Recognition We account for revenue in accordance with 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. A summary of our revenue by product type for the six months ended January 31, 2024 and 2023 is as follows: Summary of Revenue by Product 2024 2023 January 31, 2024 2023 PURE Hard Surface $ 1,036,000 $ 778,000 SILVÉRION 7,000 85,000 Revenue $ 1,043,000 $ 863,000 A summary of our revenue by product type for the three months ended January 31, 2024 and 2023 is as follows: 2024 2023 January 31, 2024 2023 PURE Hard Surface $ 325,000 $ 332,000 SILVÉRION — 64,000 Revenue $ 325,000 $ 396,000 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, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Net Loss Per Share Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an anti-dilutive effect. As of January 31, 2024 and 2023, stock options, shares issuable upon the conversion of debt, and shares issuable under restricted stock unit awards of 21,481,458 9,098,125 Schedule of Anti-dilutive Securities Excluded from Computation of earnings Per Share 2024 2023 January 31, 2024 2023 Common stock options 8,355,625 7,885,625 Restricted stock units 712,500 1,212,500 Shares issuable upon the conversion of debt 12,413,333 — Total 21,481,458 9,098,125 Inventory 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. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold. Inventories consist of the following: Schedule of Inventories January 31, 2024 July 31, 2023 Raw materials $ 18,000 $ 11,000 Finished goods 56,000 77,000 Inventories $ 74,000 $ 88,000 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. 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. Concentrations Gross product sales 12 30 16 15 10 Accounts receivable. 19 17 31 19 Purchases. 12 16 12 19 14 Accounts payable. 10 22 10 10 Segments We operate in one |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 4. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments or ASC 326. The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivable. 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 became effective for us as of August 1, 2023. The adoption of ASU 2016-13 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. 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. |
Debt
Debt | 6 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Note Purchase Agreement with Related Parties On July 3, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes (the “Notes”, collectively with the Note Purchase Agreement, the “Note Documents”) with an aggregate principal balance of $ 1,015,000 1.8 1,000,000 15,000 785,000 1,800,000 The Note Documents provided that the interest to the Lender shall accrue at the rate of 7.55 7.81 Conversion. the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments. Further, in the event of certain corporate transactions, all outstanding principal and unpaid accrued interest due on such Notes shall be automatically converted into conversion shares on the trading day immediately prior to the closing date of such corporate transaction. The number of shares to be issued upon such conversion shall be based on the VWAP on the last trading day prior to the public announcement of the execution of the definitive documents with respect to such transaction. 12,413,333 Events of Default Covenants During the six months ended January 31, 2024, we recognized $ 56,000 62,000 1,862,000 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders’ Equity | 6. Stockholders’ Equity Restricted Stock Units We issue restricted stock unit awards or 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. We determine that fair value of those awards at the date of grant, and amortize 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. During the six months ended January 31, 2024 no 42,000 During the six months ended January 31, 2024, no RSUs were granted, issued, or forfeited. All of the remaining 712,500 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”. A summary of our restricted stock unit activity and related data is as follows: Schedule of Restricted Stock Activity Total RSU Shares Vested and Issuable Outstanding at July 31, 2023 712,500 712,500 Granted — — Issued — — Forfeited — — Outstanding at January 31, 2024 712,500 712,500 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 February 4, 2026 10 1,021,000 2017 Equity Incentive Plan In January 2021, we amended and restated our 2017 Equity Incentive Plan, the (“2017 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2017 Plan by 5,000,000 10 3,046,000 During the six months ended January 31, 2024, the Compensation Committee of the Board of Directors granted 2,000,000 197,000 The vesting terms of the options vary between one and two years and carry a ten-year term. no A summary of our stock option activity is as follows: Schedule of Stock Option Activity Shares Weighted- Aggregate Outstanding at July 31, 2023 6,700,625 $ 0.48 $ — Granted 2,000,000 $ 0.12 — Exercised — $ — — Cancelled (345,000 ) $ 0.29 — Outstanding at January 31, 2024 8,355,625 $ 0.40 $ — The weighted-average remaining contractual term of options outstanding at January 31, 2024 was 7.4 At January 31, 2024, options to purchase 7,429,792 0.44 7.1 75,000 0.62 For the six months ended January 31, 2024, share-based compensation expense for stock options that vested during the period was $ 144,000 169,000 We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Schedule of Fair Value Assumptions For the six months ended January 31, 2024 2023 Volatility 110.95 % 91.90 % Risk-free interest rate 4.18 % 4.00 % Dividend yield — % — % Expected life 5.36 5.34 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 expected life of options was estimated using the average between the contractual term and the vesting term of the options. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jan. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions As of January 31, 2024 and January 31, 2023, accounts payable include $ 102,600 115,250 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with 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. A summary of our revenue by product type for the six months ended January 31, 2024 and 2023 is as follows: Summary of Revenue by Product 2024 2023 January 31, 2024 2023 PURE Hard Surface $ 1,036,000 $ 778,000 SILVÉRION 7,000 85,000 Revenue $ 1,043,000 $ 863,000 A summary of our revenue by product type for the three months ended January 31, 2024 and 2023 is as follows: 2024 2023 January 31, 2024 2023 PURE Hard Surface $ 325,000 $ 332,000 SILVÉRION — 64,000 Revenue $ 325,000 $ 396,000 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, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Our diluted net loss per common share is the same as our basic net loss per common share because we incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, restricted stock units, and warrants would have an anti-dilutive effect. As of January 31, 2024 and 2023, stock options, shares issuable upon the conversion of debt, and shares issuable under restricted stock unit awards of 21,481,458 9,098,125 Schedule of Anti-dilutive Securities Excluded from Computation of earnings Per Share 2024 2023 January 31, 2024 2023 Common stock options 8,355,625 7,885,625 Restricted stock units 712,500 1,212,500 Shares issuable upon the conversion of debt 12,413,333 — Total 21,481,458 9,098,125 |
Inventory | Inventory 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. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold. Inventories consist of the following: Schedule of Inventories January 31, 2024 July 31, 2023 Raw materials $ 18,000 $ 11,000 Finished goods 56,000 77,000 Inventories $ 74,000 $ 88,000 |
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. 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. |
Concentrations | Concentrations Gross product sales 12 30 16 15 10 Accounts receivable. 19 17 31 19 Purchases. 12 16 12 19 14 Accounts payable. 10 22 10 10 |
Segments | Segments We operate in one |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Revenue by Product | A summary of our revenue by product type for the six months ended January 31, 2024 and 2023 is as follows: Summary of Revenue by Product 2024 2023 January 31, 2024 2023 PURE Hard Surface $ 1,036,000 $ 778,000 SILVÉRION 7,000 85,000 Revenue $ 1,043,000 $ 863,000 A summary of our revenue by product type for the three months ended January 31, 2024 and 2023 is as follows: 2024 2023 January 31, 2024 2023 PURE Hard Surface $ 325,000 $ 332,000 SILVÉRION — 64,000 Revenue $ 325,000 $ 396,000 |
Schedule of Anti-dilutive Securities Excluded from Computation of earnings Per Share | Schedule of Anti-dilutive Securities Excluded from Computation of earnings Per Share 2024 2023 January 31, 2024 2023 Common stock options 8,355,625 7,885,625 Restricted stock units 712,500 1,212,500 Shares issuable upon the conversion of debt 12,413,333 — Total 21,481,458 9,098,125 |
Schedule of Inventories | Inventories consist of the following: Schedule of Inventories January 31, 2024 July 31, 2023 Raw materials $ 18,000 $ 11,000 Finished goods 56,000 77,000 Inventories $ 74,000 $ 88,000 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | A summary of our restricted stock unit activity and related data is as follows: Schedule of Restricted Stock Activity Total RSU Shares Vested and Issuable Outstanding at July 31, 2023 712,500 712,500 Granted — — Issued — — Forfeited — — Outstanding at January 31, 2024 712,500 712,500 |
Schedule of Stock Option Activity | A summary of our stock option activity is as follows: Schedule of Stock Option Activity Shares Weighted- Aggregate Outstanding at July 31, 2023 6,700,625 $ 0.48 $ — Granted 2,000,000 $ 0.12 — Exercised — $ — — Cancelled (345,000 ) $ 0.29 — Outstanding at January 31, 2024 8,355,625 $ 0.40 $ — |
Schedule of Fair Value Assumptions | Schedule of Fair Value Assumptions For the six months ended January 31, 2024 2023 Volatility 110.95 % 91.90 % Risk-free interest rate 4.18 % 4.00 % Dividend yield — % — % Expected life 5.36 5.34 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Oct. 31, 2023 | Jul. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | |
Liquidity And Going Concern | ||||||||
Stockholders deficiency | $ 1,321,000 | $ (2,067,000) | $ 1,321,000 | $ (2,067,000) | $ 383,000 | $ (272,000) | $ (3,000,000) | $ (3,909,000) |
Net loss | 1,002,000 | 1,060,000 | 1,737,000 | 2,053,000 | ||||
Revenue | 326,000 | 397,000 | 1,048,000 | 868,000 | ||||
Net cash provided by (used) in operating activities | 1,323,000 | 1,869,000 | ||||||
Cash and cash equivalents | $ 557,000 | $ 1,485,000 | $ 557,000 | $ 1,485,000 | $ 1,095,000 |
Summary of Revenue by Product (
Summary of Revenue by Product (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Product Information [Line Items] | ||||
Revenue | $ 325,000 | $ 396,000 | $ 1,043,000 | $ 863,000 |
PURE Hard Surface [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 325,000 | 332,000 | 1,036,000 | 778,000 |
Sil Verion [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 64,000 | $ 7,000 | $ 85,000 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of earnings Per Share (Details) - shares | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 21,481,458 | 9,098,125 |
Common Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,355,625 | 7,885,625 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 712,500 | 1,212,500 |
Shares Issuable Upon The Conversion Of Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,413,333 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Accounting Policies [Abstract] | ||
Raw materials | $ 18,000 | $ 11,000 |
Finished goods | 56,000 | 77,000 |
Inventories | $ 74,000 | $ 88,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 Segments shares | Jan. 31, 2023 shares | |
Product Information [Line Items] | ||||
Antidilutive securities | shares | 21,481,458 | 9,098,125 | ||
Number of operating segments | Segments | 1 | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 12% | 16% | 30% | 10% |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customers Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 15% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 19% | 31% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 17% | 19% | ||
Customer Concentration Risk [Member] | Purchases [Member] | One Vendor [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 12% | 19% | 16% | 14% |
Customer Concentration Risk [Member] | Purchases [Member] | Two Vendor [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 12% | |||
Customer Concentration Risk [Member] | Accounts Payable [Member] | One Vendor [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 10% | 22% | ||
Customer Concentration Risk [Member] | Accounts Payable [Member] | Two Vendor [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 10% | |||
Customer Concentration Risk [Member] | Accounts Payable [Member] | Three Vendor [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 10% |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jan. 31, 2024 | Jul. 03, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Conversion price, description | the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments. | ||||
Interest on note payable | $ 56,000 | ||||
Interest payable | $ 62,000 | 62,000 | |||
Notes payable | $ 1,862,000 | 1,862,000 | |||
Common Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Notes and accrued interest convered into common stock | 12,413,333 | ||||
July 2023 Note [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Interest rate | 7.55% | ||||
October 2023 Note [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Interest rate | 7.81% | ||||
Private Placement [Member] | Tom Y. Lee [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Investments amount | $ 1,000,000 | ||||
Private Placement [Member] | Ivan Chen [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Investments amount | $ 15,000 | ||||
Note Purchase Agreement [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Aggregate principal balance | $ 1,800,000 | $ 1,015,000 | $ 1,800,000 | ||
Aggregate offering | 1,800,000 | ||||
Note Purchase Agreement [Member] | Mr. Lee [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Aggregate principal balance | $ 785,000 |
Schedule of Restricted Stock Ac
Schedule of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jan. 31, 2024 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, Beginning balance | 712,500 |
Granted | |
Issued | |
Forfeited | |
Outstanding, Ending balance | 712,500 |
Vested and Issuable [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, Beginning balance | 712,500 |
Granted | |
Issued | |
Forfeited | |
Outstanding, Ending balance | 712,500 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - 2017 Equity Incentive Plan [Member] | 6 Months Ended |
Jan. 31, 2024 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options Outstanding Shares, Beginning Balance | shares | 6,700,625 |
Weighted- Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 0.48 |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ | |
Shares, Granted | shares | 2,000,000 |
Weighted- Average Exercise Price, Granted | $ / shares | $ 0.12 |
Shares, Exercised | shares | |
Weighted- Average Exercise Price, Exercised | $ / shares | |
Shares, Expired | shares | (345,000) |
Weighted- Average Exercise Price, Expired | $ / shares | $ 0.29 |
Options Outstanding Shares, Ending Balance | shares | 8,355,625 |
Weighted- Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 0.40 |
Aggregate Intrinsic Value Outstanding, Ending Balance | $ |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Volatility | 110.95% | 91.90% |
Risk-free interest rate | 4.18% | 4% |
Dividend yield | ||
Expected life | 5 years 4 months 9 days | 5 years 4 months 2 days |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2021 | Feb. 29, 2016 | Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Jul. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 144,000 | $ 169,000 | |||||
Weighted average contractual term | 7 years 4 months 24 days | ||||||
Options issued to purchase common stock exercisable | 7,429,792 | 7,429,792 | |||||
Weighted average exercise price | $ 0.44 | $ 0.44 | |||||
Weighted average contractual term | 7 years 1 month 6 days | ||||||
Unrecognized non-cash compensation costs | $ 75,000 | $ 75,000 | |||||
Unrecognized non-cash compensation costs for weighted average contractual term grants | 7 months 13 days | ||||||
Employees Officers Directors and Consultants [Member] | Equity Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options granted | 0 | 0 | 2,000,000 | ||||
Fair value of options issued to purchase common stock | $ 197,000 | ||||||
Option vested description | The vesting terms of the options vary between one and two years and carry a ten-year term. | ||||||
2007 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock shares increase under the plan | 4,000,000 | ||||||
Share-based compensation, expiration date | Feb. 04, 2026 | ||||||
Share-based compensation, vesting period | 10 years | ||||||
Number of shares available for issuance under the plan | 1,021,000 | 1,021,000 | |||||
2017 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock shares increase under the plan | 5,000,000 | ||||||
Share-based compensation, vesting period | 10 years | ||||||
Number of shares available for issuance under the plan | 3,046,000 | 3,046,000 | |||||
Options granted | 2,000,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 0 | $ 42,000 | |||||
Number of units, vested and issuable | 712,500 | 712,500 | 712,500 | ||||
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 Units (RSUs) [Member] | Vested and Issuable [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of units, vested and issuable | 712,500 | 712,500 | 712,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 | Jan. 31, 2023 |
Accounts payable | $ 409,000 | $ 422,000 | |
Board Fees due to Officers and Directors [Member] | |||
Accounts payable | $ 102,600 | $ 115,250 |