Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Apr. 30, 2020 | Jun. 15, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | NON INVASIVE MONITORING SYSTEMS INC /FL/ | |
Entity Central Index Key | 0000720762 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 154,810,655 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2020 | Jul. 31, 2019 |
Current assets | ||
Cash | $ 213 | $ 353 |
Prepaid expenses | 5 | 5 |
Current assets - discontinued operations | 3 | |
Total current assets | 218 | 361 |
Total assets | 218 | 361 |
Current liabilities | ||
Accounts payable | 193 | 198 |
Accrued expenses | 31 | 27 |
Current liabilities - discontinued operations | 51 | 55 |
Total current liabilities | 275 | 280 |
Total liabilities | 275 | 280 |
Shareholders' (deficit) equity | ||
Series B Preferred Stock, par value $1.00 per share; 100 shares authorized, issued and outstanding; liquidation preference $10 | ||
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 154,810,655 shares issued and outstanding as of April 30, 2020 and July 31, 2019 | 1,548 | 1,548 |
Additional paid in capital | 26,574 | 26,574 |
Accumulated deficit | (28,179) | (28,041) |
Total shareholders' (deficit) equity | (57) | 81 |
Total liabilities and shareholders' (deficit) equity | $ 218 | $ 361 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2020 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Series B Preferred stock, par value | $ 1 | $ 1 |
Series B Preferred stock, shares authorized | 100 | 100 |
Series B Preferred stock, shares issued | 100 | 100 |
Series B Preferred stock, shares outstanding | 100 | 100 |
Series B Preferred stock, liquidation preference | $ 10 | $ 10 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 154,810,655 | 154,810,655 |
Common stock, shares outstanding | 154,810,655 | 154,810,655 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Operating costs and expenses | ||||
Selling, general and administrative | $ 40 | $ 177 | $ 139 | $ 378 |
Total operating costs and expenses | 40 | 177 | 139 | 378 |
Operating loss | (40) | (177) | (139) | (378) |
Other expense | ||||
Loss on extinguishment of debt | (1,066) | |||
Interest expense, net | (93) | |||
Total other expense | (1,159) | |||
Loss continuing operations | (40) | (177) | (139) | (1,537) |
Gain (loss) discontinued operations | (12) | 1 | (37) | |
Net loss | $ (40) | $ (189) | $ (138) | $ (1,574) |
Weighted average number of common shares outstanding - Basic and diluted | 154,811,000 | 152,935,000 | 154,811,000 | 112,630,000 |
Basic and diluted net loss per common share from continuing operations | $ 0 | $ 0 | $ 0 | $ (0.01) |
Basic and diluted net loss per common share from discontinued operations | 0 | 0 | 0 | 0 |
Basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Interim Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Preferred Stock Series D [Member] | Common Stock [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, beginning at Jul. 31, 2018 | $ 62 | $ 3 | $ 790 | $ 21,930 | $ (26,463) | $ (3,678) | |
Balance, beginning shares at Jul. 31, 2018 | 100 | 62,048 | 2,782 | 79,007,423 | |||
Net loss | (207) | (207) | |||||
Balance, ending at Oct. 31, 2018 | $ 62 | $ 3 | $ 790 | 21,930 | (26,670) | (3,885) | |
Balance, ending shares at Oct. 31, 2018 | 100 | 62,048 | 2,782 | 79,007,423 | |||
Balance, beginning at Jul. 31, 2018 | $ 62 | $ 3 | $ 790 | 21,930 | (26,463) | (3,678) | |
Balance, beginning shares at Jul. 31, 2018 | 100 | 62,048 | 2,782 | 79,007,423 | |||
Net loss | (1,574) | ||||||
Balance, ending at Apr. 30, 2019 | $ 1,548 | 26,574 | (28,000) | 122 | |||
Balance, ending shares at Apr. 30, 2019 | 100 | 154,810,655 | |||||
Balance, beginning at Oct. 31, 2018 | $ 62 | $ 3 | $ 790 | 21,930 | (26,670) | (3,885) | |
Balance, beginning shares at Oct. 31, 2018 | 100 | 62,048 | 2,782 | 79,007,423 | |||
Issuance of common stock for cash | $ 86 | 514 | 600 | ||||
Issuance of common stock for cash, shares | 8,571,428 | ||||||
Issuance of common stock in exchange for extinguishment of debt, accrued interest and accounts payable | $ 533 | 4,266 | 4,799 | ||||
Issuance of common stock in exchange for extinguishment of debt, accrued interest and accounts payable, shares | 53,321,804 | ||||||
Net loss | (1,178) | (1,178) | |||||
Balance, ending at Jan. 31, 2019 | $ 62 | $ 3 | $ 1,409 | 26,710 | (27,848) | 336 | |
Balance, ending shares at Jan. 31, 2019 | 100 | 62,048 | 2,782 | 140,900,655 | |||
Redemption of Series C Preferred Stock | $ (62) | 37 | (25) | ||||
Redemption of Series C Preferred Stock, shares | (62,048) | ||||||
Conversion of Series D Preferred Stock | $ (3) | $ 139 | (136) | ||||
Conversion of Series D Preferred Stock, shares | (2,782) | 13,910,000 | |||||
Net loss | (189) | (189) | |||||
Balance, ending at Apr. 30, 2019 | $ 1,548 | 26,574 | (28,000) | 122 | |||
Balance, ending shares at Apr. 30, 2019 | 100 | 154,810,655 | |||||
Balance, beginning at Jul. 31, 2019 | $ 1,548 | 26,574 | (28,041) | 81 | |||
Balance, beginning shares at Jul. 31, 2019 | 100 | 154,810,655 | |||||
Net loss | (55) | (55) | |||||
Balance, ending at Oct. 31, 2019 | $ 1,548 | 26,574 | (28,096) | 26 | |||
Balance, ending shares at Oct. 31, 2019 | 100 | 154,810,655 | |||||
Balance, beginning at Jul. 31, 2019 | $ 1,548 | 26,574 | (28,041) | 81 | |||
Balance, beginning shares at Jul. 31, 2019 | 100 | 154,810,655 | |||||
Net loss | (138) | ||||||
Balance, ending at Apr. 30, 2020 | $ 1,548 | 26,574 | (28,179) | (57) | |||
Balance, ending shares at Apr. 30, 2020 | 100 | 154,810,655 | |||||
Balance, beginning at Oct. 31, 2019 | $ 1,548 | 26,574 | (28,096) | 26 | |||
Balance, beginning shares at Oct. 31, 2019 | 100 | 154,810,655 | |||||
Net loss | (43) | (43) | |||||
Balance, ending at Jan. 31, 2020 | $ 1,548 | 26,574 | (28,139) | (17) | |||
Balance, ending shares at Jan. 31, 2020 | 100 | 154,810,655 | |||||
Net loss | (40) | (40) | |||||
Balance, ending at Apr. 30, 2020 | $ 1,548 | $ 26,574 | $ (28,179) | $ (57) | |||
Balance, ending shares at Apr. 30, 2020 | 100 | 154,810,655 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Operating activities | ||||
Net Loss | $ (40) | $ (189) | $ (138) | $ (1,574) |
Loss on extinguishment of debt | 1,066 | |||
Add back: (gain) loss attributable to discontinued operations | (1) | 37 | ||
Changes in operating assets and liabilities | ||||
Prepaid expenses, deposits and other current assets | (5) | |||
Accounts payable | (5) | 261 | ||
Accrued expenses | 4 | |||
Net cash used in continuing operations | (140) | (178) | ||
Net cash used in discontinued operations | (12) | (37) | ||
Net cash used in operating activities | (140) | (215) | ||
Financing activities | ||||
Proceeds from issuance of common stock | 600 | |||
Proceeds from note payable - related party | 100 | |||
Net cash provided by financing activities | 700 | |||
Net (decrease) increase in cash | (140) | 485 | ||
Cash, beginning of period | 353 | 90 | ||
Cash, end of period | $ 213 | $ 575 | 213 | 575 |
Supplemental disclosure of non-cash financing activity | ||||
Accounts payable and accrued expenses extinguished for issuance of common stock | 1,508 | |||
Notes payable extinguished for issuance of common stock | $ 2,225 |
Organization and Business
Organization and Business | 9 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. ORGANIZATION AND BUSINESS Organization. ® Business. Discontinued Operations. Accordingly, the Company determined that the assets and liabilities met the discontinued operations criteria in Accounting Standards Codification 205-20-45 and were classified as discontinued operations at April 30, 2020 and July 31, 2019 and for the three and nine months ended April 30, 2020 and 2019. Going Concern 1,537,000 The Company is seeking potential mergers, acquisitions and strategic collaborations. There is no assurance that the Company will be successful in this regard, and, if not successful, that it will be able to continue its business. The accompanying consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. Equity Exchange Agreement. On August 4, 2019, IRA Financial delivered to the Company notice of termination of the Exchange Agreement pursuant to Section 8.01(b)(i) of that agreement due to the failure of the Exchange to have closed on or prior to the Outside Date. No termination fees, penalties or other amounts are payable by the Company in respect of such termination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation. Discontinued Operations. Discontinued operations expense allocations, consisting of warehouse rent and other inventory related expenses incurred by us, are directly attributed to discontinued operations (see Note 3). Reclassifications Use of Estimates. Cash and Cash Equivalents. Income Taxes. The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2016 to 2019 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. It is the Company’s policy to include income tax interest and penalty expense in its tax provision. Fair Value of Financial Instruments. Loss Contingencies. Recent Accounting Pronouncements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Leases |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Apr. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. DISCONTINUED OPERATIONS On May 3, 2019 the Company exchanged its inventory for forgiveness of accrued unpaid rent. Concurrent with the exchange management with the appropriate level of authority determined to discontinue the operations of the product segment. The Company wrote off accounts payable and liabilities of approximately $4,000 primarily as a result of discontinued operations and other factors. The detail of the consolidated balance sheets, the consolidated statement of operations and consolidated cash flows for the discontinued operations is as stated below: As of As of Current assets – discontinued operations Prepaid expenses $ - $ 3 Total current assets – discontinued operations - 3 Total assets – discontinued operations $ - $ 3 Current liabilities – discontinued operations Accounts payable and accrued expenses $ 51 $ 55 Total current liabilities – discontinued operations 51 55 Total liabilities – discontinued operations $ 51 $ 55 For the three months ended April 30, 2020 For the three months ended April 30, 2019 For the nine months ended April 30, 2020 For the nine months ended April 30, 2019 Selling, general and administrative expenses $ - $ (12 ) $ (3 ) $ (37 ) Gain on write off of accounts payable - - 4 - Gain (loss) from discontinued operations $ - $ (12 ) $ 1 $ (37 ) Basic and diluted income (loss) per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) For the three months ended April 30, 2020 For the three months ended April 30, 2019 For the nine months ended April 30, 2020 For the nine months ended April 30, 2019 Cash used in operations for discontinued operations: Gain (loss) from discontinued operations $ - $ (12 ) $ 1 $ (37 ) Gain on write off of accounts payable - - (4 ) - Prepaid expenses - (12 ) 3 (37 ) Cash used in discontinued operations $ - $ (12 ) $ - $ (37 ) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Apr. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 4. STOCK-BASED COMPENSATION The Company measures the cost of employee, officer and director services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of the Company’s stock option awards is expensed over the vesting life of the underlying stock options using the graded vesting method, with each tranche of vesting options valued separately. The Company did not record stock-based compensation for the three and nine months ended April 30, 2020 and 2019. In November 2010, the Company’s Board and Compensation Committee approved the Non-Invasive Monitoring Systems, Inc. 2011 Stock Incentive Plan (the “2011 Plan”). Awards granted under the 2011 Plan may consist of incentive stock options, stock appreciation rights (SAR), restricted stock grants, restricted stock units (RSU) performance shares, performance units or cash awards. Subject to adjustment in certain circumstances, the 2011 Plan authorizes up to 4,000,000 shares of the Company’s common stock for issuance pursuant to the terms of the 2011 Plan. The 2011 Plan was approved by our shareholders in March 2012 and no awards have been granted under the 2011 Plan as of April 30, 2020. As of April 30, 2020, there were no outstanding stock options and there were no unrecognized costs related to outstanding stock options. The Company did not grant any stock options during the three and nine months ended April 30, 2020 or 2019. |
Notes Payable
Notes Payable | 9 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. NOTES PAYABLE The Company entered into various notes payable with related parties from 2010 to 2018 with an aggregate principal total of $2,175,000 and with an unrelated third party for $50,000 for total principal amount of $2,225,000. The interest rate was 11% and the maturity date was July 31, 2020. The Company could prepay these notes in advance of the maturity date without premium or penalty. On December 21, 2018, the Company issued 50,584,413 shares of Common Stock in exchange for the extinguishment of debt and related accrued interest totaling approximately $3,541,000. The Company incurred interest expense related to the Credit Facility and notes payable of $0 for the three and nine months ended April 30, 2020, and $0 and $93,000 for the three and nine months ended April 30, 2019. The Company maintains a Note and Security Agreement with Frost Gamma Investments Trust, a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of the Company’s common stock (“Frost Gamma”), and Hsu Gamma Investments, LP, an entity controlled by the Company’s Chairman and Interim CEO (“Hsu Gamma” and together with Frost Gamma, the “Lenders”), pursuant to which the Lenders have provided a revolving credit line (the “Credit Facility”) in the aggregate principal amount of up to $1.0 million, secured by all of the Company’s personal property. The interest rate payable on amounts outstanding under the Credit Facility is 11% per annum and increases to 16% per annum after the Credit Facility Maturity Date or after an event of default. The Company is permitted to borrow and reborrow from time to time under the Credit Facility until July 31, 2020 (the “Credit Facility Maturity Date”). The balance of the principal due under the Credit Facility was $0 at April 30, 2020 and July 31, 2019. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | 6. SHAREHOLDERS’ EQUITY As of April 30, 2020, the Company has authorized 400,000,000 shares of common stock, $0.01 par value per share. The Company had 154,810,655 shares issued and outstanding as of April 30, 2020 and July 31, 2019, respectively. The holders of common stock are entitled to one vote for each share of common stock held. The Company has one class of Series B Preferred Stock. Series B Preferred Stock is not redeemable by the Company and has a liquidation value of $100 per share, plus declared and unpaid dividends, if any. Dividends are non-cumulative, and are at the rate of $10 per share, if declared. Series C Preferred Stock is redeemable by the Company at a price of $0.10 per share upon 30 days prior written notice. This series has a liquidation value of $1.00 per share plus declared and unpaid dividends, if any. Dividends are non-cumulative, and are at the rate of $0.10 per share, if declared. Each share of Series C Preferred Stock is convertible into 25 shares of the Company’s common stock upon payment of a conversion premium of $4.20 per share of common stock. The conversion rate and the conversion premium are subject to adjustments in the event of stock splits, stock dividends, reverse stock splits and certain other events. In February 2019, all outstanding shares of Series C Preferred Stock were redeemed by the Company following 30 days written notice. The redemption amount for the 62,048 Series C Preferred Stock was approximately $25,000 at a rate of $0.40 per share of which approximately $15,000 was paid and approximately $10,000 is included in accrued expenses at April 30, 2020. The redeemed Series C Preferred Stock were then cancelled following the redemption. Series D Preferred Stock is not redeemable by the Company. This series has a liquidation value of $1,500 per share, plus declared and unpaid dividends, if any. Each share of Series D Preferred Stock is convertible into 5,000 shares of the Company’s common stock. The conversion rate is subject to adjustments in the event of stock splits, stock dividends, reverse stock splits and certain other events. In February 2019, all holders of the 2,782 outstanding shares of Series D Preferred Stock converted their shares to common stock. As a result, the Company issued 13,910,000 common shares. No preferred stock dividends were declared for the three and nine months ended April 30, 2020 and 2019. |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 9 Months Ended |
Apr. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | 7. BASIC AND DILUTED LOSS PER SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon conversion of preferred stock. In computing diluted net loss per share for the three and nine months ended April 30, 2020 and 2019, no dilution adjustment has been made to the weighted average outstanding common shares because the assumed conversion of preferred stock would be anti-dilutive. There are no options or warrants outstanding as of April 30, 2020 and 2019. Potential weighted average outstanding common shares not included in calculating diluted net loss per share are as follows: Three April 30, 2020 Nine April 30, 2020 Three April 30, 2019 Nine April 30, 2019 Series C Preferred Stock - - 366,013 1,164,821 Series D Preferred Stock - - 2,031,798 10,037,619 Total - - 2,397,811 11,202,440 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS Dr. Jane Hsiao, Dr. Phillip Frost and directors Mr. Steven Rubin and Mr. Rao Uppaluri are each stockholders, current or former officers and/or directors or former directors of TransEnterix, Inc. (formerly SafeStitch Medical, Inc.) (“TransEnterix”), a publicly-traded medical device company. Since December 2009, the Company’s Chief Legal Officer has served under a cost sharing arrangement as the Chief Legal Officer of TransEnterix. The Chief Financial Officer continues to serve as the Chief Financial Officer of Cocrystal Pharma, Inc., a clinical stage biotechnology company, and in which Dr. Phillip Frost and Mr. Steven Rubin , serve on the Board. The Company signed a five year lease for office space in Miami, Florida with a company controlled by Dr. Phillip Frost, who is the beneficial owner of more than 10% of the Company’s common stock. The rental payments under the Miami office lease, which commenced January 1, 2008 and expired on December 31, 2012, were approximately $1,250 per month and then continued on a month-to-month basis. In February 2016 the rent was reduced to $0 per month. For the three and nine months ended April 30, 2020 and 2019, the Company did not record any rent expense related to the Miami lease. At April 30, 2020 and July 31, 2019, there was no rent payable. The Company is under common control with OPKO Health, Inc. (“OPKO”) and OPKO has a percentage of ownership less than one percent in the Company that OPKO has accounted for as an equity method investment due to the ability to significantly influence the Company. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Leases. The Company was under an operating lease agreement for our corporate office space that expired in 2012. The lease currently continues on a month to month basis at no cost. We housed our inventory in approximately 4,000 square feet of warehouse space in Pembroke Park, Florida. The lease commenced September 15, 2014 and originally expired on September 30, 2015 and we exercised our option to renew the lease and extended the expiration to September 15, 2017. Following the expiration, we have remained on a month-to-month term. On May 3, 2019 the Company exchanged inventory for forgiveness of $15,000 of accrued unpaid rent. The Company had previously written off the value of this inventory resulting in a gain on the forgiveness of approximately $15,000. The Company no longer leases this Pembroke Park warehouse following the sale of inventory. COVID-19. Current economic conditions with COVID-19 have been, and continue to be, volatile and continued instability in these market conditions may limit our ability to access the capital necessary to fund and grow our business and to replace, in a timely manner, maturing liabilities or to successfully examine strategic alternatives. Quarantines would make our ability to look for strategic alternatives more difficult and prospects of borrowing or equity raises would be more challenging. Additionally, the sales of equity or convertible debt securities may result in dilution to our stockholders. Product Development and Supply Agreement. In September 2007, the Company entered into a Product Development and Supply Agreement under Singapore law (the “Agreement”) with Sing Lin Technologies Co. Ltd., a company based in Taichung, Taiwan (“Sing Lin”). Pursuant to the Agreement, the Company consigned to Sing Lin the development and design of the next generation Exer-Rest and related devices. The Company notified Sing Lin in June 2010 that it was terminating the Agreement effective September 2010, and Sing Lin in July 2010 demanded that the Company place orders sufficient to fulfill the three year minimum purchase obligations in the Agreement. Sing Lin has not followed up on its July 2010 demand as of this filing and the Company does not anticipate that they will in the future. The Company has opinion from counsel that an adversarial process by Sing Lin is time-barred under the Limitation Act under Singapore law where the agreement was bound. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation. |
Discontinued Operations | Discontinued Operations. Discontinued operations expense allocations, consisting of warehouse rent and other inventory related expenses incurred by us, are directly attributed to discontinued operations (see Note 3). |
Reclassifications | Reclassifications |
Use of Estimates | Use of Estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Income Taxes | Income Taxes. The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2016 to 2019 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. It is the Company’s policy to include income tax interest and penalty expense in its tax provision. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. |
Loss Contingencies | Loss Contingencies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Leases |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Balance Sheets of Discontinued Operations | As of As of Current assets – discontinued operations Prepaid expenses $ - $ 3 Total current assets – discontinued operations - 3 Total assets – discontinued operations $ - $ 3 Current liabilities – discontinued operations Accounts payable and accrued expenses $ 51 $ 55 Total current liabilities – discontinued operations 51 55 Total liabilities – discontinued operations $ 51 $ 55 |
Schedule of Statement of Operations for Discontinued Operations | For the three months ended April 30, 2020 For the three months ended April 30, 2019 For the nine months ended April 30, 2020 For the nine months ended April 30, 2019 Selling, general and administrative expenses $ - $ (12 ) $ (3 ) $ (37 ) Gain on write off of accounts payable - - 4 - Gain (loss) from discontinued operations $ - $ (12 ) $ 1 $ (37 ) Basic and diluted income (loss) per common share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Schedule of Cash Flows of Discontinued Operations | For the three months ended April 30, 2020 For the three months ended April 30, 2019 For the nine months ended April 30, 2020 For the nine months ended April 30, 2019 Cash used in operations for discontinued operations: Gain (loss) from discontinued operations $ - $ (12 ) $ 1 $ (37 ) Gain on write off of accounts payable - - (4 ) - Prepaid expenses - (12 ) 3 (37 ) Cash used in discontinued operations $ - $ (12 ) $ - $ (37 ) |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Outstanding Common Shares Not Included in Calculation of Diluted Net Loss Per Share | Potential weighted average outstanding common shares not included in calculating diluted net loss per share are as follows: Three April 30, 2020 Nine April 30, 2020 Three April 30, 2019 Nine April 30, 2019 Series C Preferred Stock - - 366,013 1,164,821 Series D Preferred Stock - - 2,031,798 10,037,619 Total - - 2,397,811 11,202,440 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net losses from continuing operation | $ (40) | $ (177) | $ (139) | $ (1,537) | |
Accumulated deficit | (28,179) | (28,179) | $ (28,041) | ||
Cash | 213 | 213 | $ 353 | ||
Working capital (deficit) | $ (57) | $ (57) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2020 | Jul. 31, 2019 | |
Cash | $ 213 | $ 353 |
Minimum [Member] | ||
Income tax examination year under examination | 2016 | |
Maximum [Member] | ||
Income tax examination year under examination | 2019 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) $ in Thousands | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Wrote off accounts payable and liabilities | $ 4 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Balance Sheets of Discontinued Operations (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Jul. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Prepaid expenses | $ 3 | |
Total current assets - discontinued operations | 3 | |
Total assets - discontinued operations | 3 | |
Accounts payable and accrued expenses | 51 | 55 |
Total current liabilities - discontinued operations | 51 | 55 |
Total liabilities - discontinued operations | $ 51 | $ 55 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Statement of Operations for Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Selling, general and administrative expenses | $ (12) | $ (3) | $ (37) | |
Gain on write off of accounts payable | 4 | |||
Gain (loss) from discontinued operations | $ (12) | $ 1 | $ (37) | |
Basic and diluted income (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of Cash Flows of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Gain (loss) from discontinued operations | $ (12) | $ 1 | $ (37) | |
Gain on write off of accounts payable | (4) | |||
Prepaid expenses | (12) | 3 | (37) | |
Cash used in discontinued operations | $ (12) | $ (37) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Nov. 30, 2010 | |
Stock based compensation | |||||
Stock options, outstanding | |||||
Unrecognized costs related to outstanding stock options | |||||
Number of stock options granted | |||||
2011 Stock Incentive Plan [Member] | |||||
Number of stock option awards | |||||
2011 Stock Incentive Plan [Member] | Maximum [Member] | |||||
Maximum number of shares authorized for issuance under the plan | 4,000,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | Dec. 21, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 |
Short-term Debt [Line Items] | ||||||
Proceeds from unrelated third party | $ 100 | |||||
Debt conversion of common stock issued | 50,584,413 | |||||
Accrued interest related debt | $ 3,541 | |||||
Interest expenses | $ 0 | $ 0 | 0 | $ 93,000 | ||
Lenders [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Line of credit | 0 | 0 | $ 0 | |||
Note and Security Agreement [Member] | Dr. Phillip Frost [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Ownership percentage | 10.00% | |||||
Note and Security Agreement [Member] | Lenders [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Line of credit principal amount | $ 1,000 | |||||
Credit facility interest rate | 11.00% | |||||
Increase in credit facility rate | 16.00% | |||||
Credit facility maturity date | Jul. 31, 2020 | |||||
2010 to 2018 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Aggregate principal amount | 2,175 | 2,175 | ||||
Proceeds from unrelated third party | 50 | |||||
Total principal amount | $ 2,225 | $ 2,225 | ||||
Debt instrument interest rate | 11.00% | 11.00% | ||||
Debt instrument maturity date | Jul. 31, 2020 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock shares issued | 154,810,655 | 154,810,655 | 154,810,655 | |||
Common stock share outstanding | 154,810,655 | 154,810,655 | 154,810,655 | |||
Stock redemption, amount | $ (25) | |||||
Dividends, preferred stock | ||||||
Preferred Stock Series B [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock liquidation preference, per share value | $ 100 | $ 100 | ||||
Dividends payable amount per share | 10 | 10 | ||||
Stock redemption, shares | ||||||
Stock redemption, amount | ||||||
Preferred Stock Series C [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock liquidation preference, per share value | 1 | 1 | ||||
Dividends payable amount per share | 0.10 | 0.10 | ||||
Preferred stock, redemption price per share | $ 0.10 | $ 0.10 | ||||
Convertible preferred stock, shares issued upon conversion | 25 | 25 | ||||
Preferred stock conversion premium price per share | $ 4.20 | $ 4.20 | ||||
Preferred stock, conversion basis | Each share of Series C Preferred Stock is convertible into 25 shares of the Company's common stock upon payment of a conversion premium of $4.20 per share of common stock. | |||||
Stock redemption, shares | 62,048 | 62,048 | ||||
Stock redemption, amount | $ 25 | $ (62) | ||||
Share price per share | $ 0.40 | |||||
Preferred stock, redemption price | $ 15 | |||||
Accrued expenses | $ 10 | |||||
Preferred Stock Series D [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock shares issued | 13,910,000 | |||||
Common stock share outstanding | 2,782 | |||||
Preferred stock liquidation preference, per share value | $ 1,500 | $ 1,500 | ||||
Convertible preferred stock, shares issued upon conversion | 5,000 | 5,000 | ||||
Preferred stock, conversion basis | Each share of Series D Preferred Stock is convertible into 5,000 shares of the Company's common stock. | |||||
Stock redemption, amount |
Basic and Diluted Loss Per Sh_3
Basic and Diluted Loss Per Share - Schedule of Weighted Average Outstanding Common Shares Not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Total | 2,397,811 | 11,202,440 | ||
Preferred Stock Series C [Member] | ||||
Total | 366,013 | 1,164,821 | ||
Preferred Stock Series D [Member] | ||||
Total | 2,031,798 | 10,037,619 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Dr. Phillip Frost [Member] - USD ($) $ in Thousands | Jan. 02, 2008 | Feb. 29, 2016 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 |
Lease term | 5 years | |||||
Lease expired date | Dec. 31, 2012 | |||||
Rental payments | $ 1,250 | |||||
Reduced amount in rental payments | $ 0 | |||||
Rent expense | ||||||
Maximum [Member] | ||||||
Beneficial ownership percentage | 10.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | May 03, 2019USD ($) | Sep. 30, 2007 | Apr. 30, 2020ft² |
Lease expiration, date | 2012 | ||
Area of land | ft² | 4,000 | ||
Operating lease, description | The lease commenced September 15, 2014 and originally expired on September 30, 2015 and we exercised our option to renew the lease and extended the expiration to September 15, 2017. | ||
Accrued unpaid rent forgiveness, inventory exchanged value | $ 15 | ||
Inventory written off value in gain on forgiveness | $ 15 | ||
Product Development and Supply Agreement [Member] | |||
Purchase obligations commitments | The Company notified Sing Lin in June 2010 that it was terminating the Agreement effective September 2010, and Sing Lin in July 2010 demanded that the Company place orders sufficient to fulfill the three year minimum purchase obligations in the Agreement. |