Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Oct. 31, 2013 | Dec. 10, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Oct-13 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Registrant Name | 'PURE BIOSCIENCE, INC. | ' |
Entity Central Index Key | '0001006028 | ' |
Trading Symbol | 'pure | ' |
Current Fiscal Year End Date | '--07-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 25,403,432 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Assets | ' | ' |
Cash and cash equivalents | $1,068,000 | $32,000 |
Accounts receivable, net | 31,000 | 18,000 |
Inventories, net | 430,000 | 365,000 |
Prepaid expenses | 231,000 | 71,000 |
Total current assets | 1,760,000 | 486,000 |
Property, plant and equipment, net | 127,000 | 146,000 |
Patents, net | 1,399,000 | 1,430,000 |
Total assets | 3,286,000 | 2,062,000 |
Liabilities and stockholders' equity (deficit) | ' | ' |
Accounts payable | 771,000 | 1,134,000 |
Restructuring liability | 778,000 | 0 |
Note payable, current | 503,000 | 368,000 |
Accrued liabilities | 227,000 | 600,000 |
Derivative liability | 53,000 | 51,000 |
Total current liabilities | 2,332,000 | 2,153,000 |
Note payable, less current portion | 731,000 | 887,000 |
Deferred rent | 12,000 | 13,000 |
Total liabilities | 3,075,000 | 3,053,000 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued | 0 | 0 |
Common stock, $0.01 par value: 100,000,000 shares authorized 23,866,615 issued and outstanding at October 31, 2013, and 12,569,503 issued and outstanding at July 31, 2013 | 239,000 | 126,000 |
Additional paid-in capital | 73,987,000 | 69,054,000 |
Accumulated deficit | -74,015,000 | -70,171,000 |
Total stockholders' equity (deficit) | 211,000 | -991,000 |
Total liabilities and stockholders' equity (deficit) | $3,286,000 | $2,062,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Condensed Consolidated Balance Sheets [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 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 23,866,615 | 12,569,503 |
Common stock, shares outstanding | 23,866,615 | 12,569,503 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Condensed Consolidated Statements Of Operations [Abstract] | ' | ' |
Net product sales | $115,000 | $110,000 |
Operating costs and expenses | ' | ' |
Cost of goods sold | 36,000 | 31,000 |
Selling, general and administrative | 993,000 | 1,476,000 |
Research and development | 234,000 | 395,000 |
Restructuring costs | 2,684,000 | 0 |
Total operating costs and expenses | 3,947,000 | 1,902,000 |
Loss from operations | -3,832,000 | -1,792,000 |
Other income (expense) | ' | ' |
Change in derivative liability | -58,000 | 228,000 |
Interest expense, net | -3,000 | -588,000 |
Other (expense) income, net | 49,000 | -2,000 |
Total other income (expense) | -12,000 | -362,000 |
Net loss | ($3,844,000) | ($2,154,000) |
Basic and diluted net loss per share | ($0.19) | ($0.25) |
Shares used in computing basic and diluted net loss per share | 20,701,547 | 8,720,980 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Condensed Consolidated Statements Of Cash Flows [Abstract] | ' | ' |
Net loss | ($3,844,000) | ($2,154,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Share-based compensation | 89,000 | 188,000 |
Stock issued under severance agreements | 805,000 | 0 |
Amortization of stock issued for services | 614,000 | 24,000 |
Depreciation and amortization | 73,000 | 73,000 |
Amortization of deferred financing costs | 0 | 215,000 |
Change in fair value of derivative liability | 58,000 | -228,000 |
Amortization of debt discount | 0 | 371,000 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -13,000 | 36,000 |
Inventories | -65,000 | -3,000 |
Prepaid expenses | -4,000 | 28,000 |
Accounts payable and accrued liabilities | 42,000 | 209,000 |
Deferred rent | -1,000 | 0 |
Net cash used in operating activities | -2,246,000 | -1,241,000 |
Investing activities | ' | ' |
Investment in patents | -12,000 | -77,000 |
Purchases of property, plant and equipment | -11,000 | -3,000 |
Net cash used in investing activities | -23,000 | -80,000 |
Financing activities | ' | ' |
Net proceeds from the sale of common stock | 3,163,000 | 4,227,000 |
Net proceeds from the exercise of warrants | 163,000 | 0 |
Payment of Bridge Loan | 0 | -1,333,000 |
Payment on note payable | -21,000 | 0 |
Net cash provided by financing activities | 3,305,000 | 2,894,000 |
Net increase in cash and cash equivalents | 1,036,000 | 1,573,000 |
Cash and cash equivalents at beginning of period | 32,000 | 877,000 |
Cash and cash equivalents at end of period | 1,068,000 | 2,450,000 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities | ' | ' |
Common stock issued for prepaid services | 175,000 | 0 |
Common stock issued in connection with financing | 252,000 | 0 |
Settlement of warrant liability | $56,000 | $0 |
Basis_Of_Presentation
Basis Of Presentation | 3 Months Ended | |
Oct. 31, 2013 | ||
Basis Of Presentation [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, ETIH2O Corporation, a Nevada corporation. ETIH2O Corporation currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETIH2O Corporation during the periods presented in the 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 three months ended October 31, 2013 are not necessarily indicative of the results that may be expected for other quarters or the year ending July 31, 2014. The July 31, 2013 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, 2013 included in our Annual Report on Form 10-K covering such period filed with the Securities and Exchange Commission, or SEC, on October 24, 2013. | ||
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. | ||
Recent Corporate Developments | ||
New Board of Directors and Management Team | ||
On August 13, 2013, the following managerial and corporate governance changes occurred to create a new Board of Directors, or Board, and management team: | ||
· | Michael L. Krall, Donna Singer, and Dennis Brovarone resigned as members of the Board; | |
· | Michael L. Krall, Donna Singer, and Dennis Atchley resigned all positions respectively held by them as officers of the Company; | |
· | Dave Pfanzelter was appointed by the Board to be the Chairman of the Board; | |
· | Dave Pfanzelter was appointed by the Board to serve as Interim Chief Executive Officer; | |
· | Gary D. Cohee was appointed by the Board to serve as a member of the Board; and | |
· | Peter C. Wulff was appointed by the Board to serve as Chief Financial Officer, Chief Operating Officer, and Corporate Secretary. | |
As previously disclosed on our Form 8-K filed on July 25, 2013, on July 22, 2013, Jon Carbone and Paul Maier resigned as directors of the Company and as members of the Audit and Compensation Committees. | ||
On September 10, 2013, the Board appointed Henry R. Lambert to serve as Chief Executive Officer and a member of the Board. In connection with the hiring of Henry R. Lambert to serve as our Chief Executive Officer, Dave Pfanzelter resigned his position as our Interim Chief Executive Officer. Mr. Pfanzelter will continue to render significant services to us and will continue to serve as our Chairman of the Board. | ||
In October 2013, we appointed three additional members to the Board; Dr. David Theno, Jr., Craig Culver and William Otis. The Board now consists of six members who provide professional experience in business and finance; food science and food safety; and foodservice and food manufacturing. | ||
Liquidity_Going_Concern_Uncert
Liquidity & Going Concern Uncertainty | 3 Months Ended |
Oct. 31, 2013 | |
Liquidity & Going Concern Uncertainty [Abstract] | ' |
Liquidity & Going Concern Uncertainty | ' |
2.Liquidity & Going Concern Uncertainty | |
These unaudited condensed consolidated financial statements have been prepared and presented on a basis assuming we will continue as a going concern. The factors below raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. | |
Since our inception, we have financed our operations primarily through public and private offerings of securities, debt financing, and revenue from product sales and license agreements. We have a history of recurring losses, and as of October 31, 2013 we have incurred a cumulative net loss of $74,015,000. | |
We do not have, and may never have, significant cash inflows from product sales or from other sources of revenue to fund our operations. As of October 31, 2013, we had $1,068,000 in cash and cash equivalents, and $2,332,000 of current liabilities, including $771,000 in accounts payable. We do not currently believe that our existing cash resources are sufficient to meet our anticipated needs over the next twelve months. | |
Until we can generate significant cash from operations, we expect 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. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether. | |
We do not have any unused credit facilities or other sources of capital available to us at this time. We intend to secure additional working capital through sales of additional debt or equity securities. Our intended financing initiatives are subject to risk, and we cannot provide any assurance about the availability or terms of these or any future financings. | |
If we are unable to obtain sufficient capital, it will have a material adverse effect on our business and operations. It could cause us to fail to execute our business plan, fail to take advantage of future opportunities, or fail to respond to competitive pressures or customer requirements. It also may require us to significantly modify our business model and operations to reduce spending to a sustainable level, which may include delaying, scaling back or eliminating some or all of our ongoing and planned investments in corporate infrastructure, research and development projects, regulatory submissions, business development initiatives, and sales and marketing activities, among other investments. If adequate funds are not available when needed, we may be required to reduce or cease operations altogether. | |
The financial statements do not include any adjustment relating to recoverability or classification of recorded assets and classification of recorded liabilities. | |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended |
Oct. 31, 2013 | |
Net Loss Per Share [Abstract] | ' |
Net Loss Per Share | ' |
3.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 October 31, 2013 and 2012, 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 7,450,766 and 784,871, respectively. | |
Comprehensive_Loss
Comprehensive Loss | 3 Months Ended |
Oct. 31, 2013 | |
Stockholders' Equity [Abstract] | ' |
Comprehensive Loss | ' |
4.Comprehensive Loss | |
Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. For the three months ended October 31, 2013 and 2012, our comprehensive loss consisted only of net loss. | |
Inventory
Inventory | 3 Months Ended | |||||
Oct. 31, 2013 | ||||||
Inventory [Abstract] | ' | |||||
Inventory | ' | |||||
5.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: | ||||||
October 31, | July 31, | |||||
2013 | 2013 | |||||
Raw materials | $ | 145,000 | $ | 70,000 | ||
Finished goods | 285,000 | 295,000 | ||||
$ | 430,000 | $ | 365,000 | |||
During the fiscal year ended July 31, 2013, we established an inventory reserve for $347,000. The majority of the reserve related to components such as, plastic bottles, spray triggers, miscellaneous plastics, and numerous corrugated cardboard configurations. | ||||||
During the three months ended October 31, 2013, we received $20,000 from the sale of inventory which was previously reserved during the fiscal year ended July 31, 2013. The $20,000 gain is reflected in the other income (expense) section of the consolidated statement of operations. | ||||||
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended |
Oct. 31, 2013 | |
Commitments And Contingencies [Abstract] | ' |
Commitments And Contingencies | ' |
6.Commitments and Contingencies | |
In connection with Mr. Krall’s separation from the Company (See Note 1), the Company entered into a Purchase, Severance, and Release Agreement effective August 13, 2013 with Mr. Krall (the “Krall Release Agreement”). The Krall Release Agreement provides for a mutual release of all claims between Mr. Krall and the Company. Mr. Krall is also prohibited from engaging in certain competitive activities for the next four years. Pursuant to the Krall Release Agreement, Mr. Krall (i) was paid $25,000 on August 13, 2013; and, (ii) is entitled to receive $30,000 per month for 18-months following August 13, 2013, during which time Mr. Krall shall provide consulting services to the Company. In consideration of Mr. Krall’s transfer to the Company of certain enumerated intellectual property rights, the Company also (i) paid Mr. Krall the sum of $125,000 on August 13, 2013; and, (ii) issued to Mr. Krall 850,000 shares of common stock on August 21, 2013 (the “Krall Shares”). The Krall Shares are subject to certain registration rights intended to register the Krall Shares. The Krall Shares are also subject to a Voting Support Agreement and Irrevocable Proxy (the “Krall Proxy”). The Krall Proxy gives our CEO the right to vote the Krall Shares for so long as Mr. Krall owns the Krall Shares. Mr. Krall will also continue to receive health insurance coverage over the term of the severance period, which will cost the Company $20,000. | |
In connection with Ms. Singer’s separation from the Company (See Note 1), we entered into a Purchase, Severance, and Release Agreement effective August 13, 2013 with Ms. Singer (the “Singer Release Agreement”). The Singer Release Agreement provides for a mutual release of all claims between Ms. Singer and the Company. Ms. Singer is also prohibited from engaging in certain competitive activities until August 2017. Pursuant to the Singer Release Agreement, Ms. Singer (i) was paid $45,000 on August 13, 2013; (ii) is due the amount of her continued health insurance coverage until August 2014; and, (iii) is entitled to $17,000 per month for 12-months following August 13, 2013, during which time Ms. Singer shall provide consulting services to the Company. In consideration of Ms. Singer’s transfer to the Company of certain enumerated intellectual property rights, the Company also issued to Ms. Singer 300,000 shares of common stock on August 21, 2013 (the “Singer Shares”). The Singer Shares are subject to certain registration rights intended to register the Singer Shares. The Singer Shares are also subject to a Voting Support Agreement and Irrevocable Proxy (the “Singer Proxy”). The Singer Proxy gives our CEO the right to vote the Singer Shares for so long as Ms. Singer owns the Singer Shares. Ms. Singer will also continue to receive health insurance coverage over the term of the severance period, which will cost the Company $18,000. | |
In connection with Mr. Brovarone’s separation from the Company (See Note 1), we entered into a Severance and Release Agreement effective August 13, 2013 with Mr. Brovarone (the “Brovarone Release Agreement”). The Brovarone Release Agreement provides for a mutual release of all claims between Mr. Brovarone and the Company. In addition, Mr. Brovarone will receive $91,000, payable in 60 monthly installments of $1,600, commencing 120 days after the separation date for amounts previously accrued. | |
The Company expensed approximately $1,789,000 in costs related to the Purchase, Severance, and Release Agreements for Mr. Krall, Ms. Singer, and Mr. Brovarone during the three months ended October 31, 2013. Approximately $778,000 remains payable under the severance agreements and is included in the accrued restructuring liability section of the condensed consolidated balance sheets as of October 31, 2013. | |
Promissory_Note
Promissory Note | 3 Months Ended |
Oct. 31, 2013 | |
Promissory Note [Abstract] | ' |
Promissory Note | ' |
7.Promissory Note | |
On January 25, 2013, we entered into a Letter Agreement (the “Agreement”) with Morrison & Foerster LLP (“Morrison”). Under the terms of the Agreement, we issued a Promissory Note (the “Note”) in favor of Morrison in the principal amount of $1,125,000. In consideration for the Note, Morrison agreed to waive $1,519,000 of amounts due and payable to Morrison for legal services rendered. The Note bears interest at the rate of 7.5% per annum, but the then outstanding balance will accrue interest at the rate of 10% per annum upon the occurrence of an event of default (as defined in the Note). Beginning March 31, 2013, and on or before the last business day of each calendar month thereafter, we are required to pay all accrued but unpaid interest on the then unpaid amount of outstanding principal. Beginning on February 28, 2014, we are required to pay equal monthly principal installments of approximately $47,000, plus interest. We may prepay the outstanding balance under the Note in full or in part at any time, which would result in a discount of the then outstanding balance as more fully described in the Note. The Note will mature on February 28, 2016, unless accelerated pursuant to an event of default or upon the consummation of a change of control (as defined in the Note). As a result of the Agreement, we have reclassified the amount due and payable to Morrison from a current liability to long-term debt, except any payments due under the Letter Agreement within twelve months from the date of the balance sheet which will continue to be classified as a current liability. | |
In consideration for Morrison’s acceptance of the Note in lieu of payment for its legal services, we issued Morrison a warrant to purchase 375,000 shares of our common stock at an exercise price of $0.83 per share. The warrant was exercisable immediately and expires on January 24, 2018. The warrant may be exercised by Morrison with a cash payment or, in lieu thereof, at its election, through a net exercise, as set forth in the warrant agreement. Neither the warrant nor the shares to be issued upon exercise thereof are registered for sale or resale under the Securities Act of 1933, as amended (the “Securities Act”), and have been or will be issued in reliance on an exemption from registration under the Securities Act pursuant to Section 4(a)(2) thereof based on the offering of such securities to one investor and the lack of any general solicitation or advertising in connection with such issuance. We determined that the warrants issued in connection with the Note were equity instruments and did not represent derivative instruments. The fair value of the warrants issued to Morrison was $245,000, based on the Black-Scholes valuation method assuming no dividend yield, volatility of 134%, a risk-free interest rate of 0.35%, and an expected life of 5 years. | |
This transaction was accounted for as a troubled debt restructuring. During the year ended July 31, 2013, we recorded $25,000 of other expense resulting from the excess of the total cash outflows under the troubled debt restructuring, plus the expense related to the fair value of the warrant issued in conjunction with the debt, over the carrying amount of the Morrison payables prior to the restructuring. In accordance with the applicable guidance, interest to be paid under the Note of approximately $174,000 was added to the carrying amount of the Note, and future payments of interest will be reflected as a reduction to the carrying amount of the debt. | |
During the quarter ended October 31, 2013, we paid $21,000 under the terms of the Note. | |
Impairment_Of_LongLived_Assets
Impairment Of Long-Lived Assets | 3 Months Ended |
Oct. 31, 2013 | |
Impairment Of Long-Lived Assets [Abstract] | ' |
Impairment Of Long-Lived Assets | ' |
8.Impairment of Long-Lived Assets | |
In accordance with GAAP, if indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the fair value of the asset and we record the impairment as a reduction in the carrying value of the related asset and a charge to operating results. Estimating the undiscounted future cash flows associated with long-lived assets requires judgment, and assumptions could differ materially from actual results. During the three months ended October 31, 2013 and 2012, no impairment of long-lived assets was indicated or recorded. | |
Convertible_Note_and_Derivativ
Convertible Note and Derivative Liability | 3 Months Ended | |||||
Oct. 31, 2013 | ||||||
Convertible Note and Derivative Liability [Abstract] | ' | |||||
Convertible Note and Derivative Liability | ' | |||||
9.Convertible Note and Derivative Liability | ||||||
On June 26, 2012, and July 10, 2012 we received an aggregate of $1,200,000 in cash consideration from nine lenders in exchange for our issuance to such lenders of secured convertible promissory notes, or the Notes, in an aggregate principal amount of $1,333,000 and certain other consideration (including shares of our common stock and warrants to acquire shares of our common stock). We refer to such transaction as the “Bridge Loan”. Pursuant to the terms of the Notes and the other agreements entered in connection with the Bridge Loan, all amounts owed thereunder became due and payable upon the closing of our underwritten public offering on September 17, 2012, and accordingly all such amounts were repaid during the three months ended October 31, 2012. Additionally, due to the repayment of the Bridge Loan the debt discounts and deferred financing costs related to the Bridge Loan of $371,000 and $215,000, respectively, were recorded as interest expense during the three months ended October 31, 2012. | ||||||
We accounted for the 132,420 warrants issued in connection with the Bridge Loan in accordance with the accounting guidance for derivatives. The applicable accounting guidance sets forth a two-step model to be applied in determining whether a financial instrument is indexed to an entity’s own stock, which would qualify such financial instruments for a scope exception. This scope exception specifies that a contract that would otherwise meet the definition of a derivative financial instrument would not be considered as such if the contract is both (i) indexed to the entity’s own stock and (ii) classified in the stockholders’ equity section of the entity’s balance sheet. We determined the warrants were ineligible for equity classification due to anti-dilution provisions set forth therein. | ||||||
We recorded the fair value of the warrants issued in connection with the Bridge Loan as a warrant liability due to anti-dilution provisions requiring the strike price of the warrants to be adjusted if we subsequently issue common stock at a lower stock price. The Company revalues the warrants as of the end of each reporting period. The fair value of the warrants at October 31, 2013 and July 31, 2013 was $53,000 and $51,000, respectively. The change in fair value of the warrant liability for the three months ended October 31, 2013 was an increase of $58,000, which was recorded as a change in derivative liability in the consolidated statement of operations. | ||||||
During the three months ended October 31, 2013, there were net exercises on an aggregate of 90,699 of the warrants issued in connection with the Bridge Loan, which resulted in the issuance of 73,290 shares of our common stock. As these warrants were net exercised, as permitted under the respective warrant agreements, we did not receive any cash proceeds. The warrants were revalued as of the settlement dates, and the change in fair value was recognized to earnings. The Company also recognized a reduction in the warrant liability based on the fair value as of the settlement date for the warrants exercised, with a corresponding increase in additional paid-in capital. As of October 31, 2013 there are 41,721 warrants outstanding issued in connection with the Bridge Loan. | ||||||
The estimated fair value of the derivative liability was computed using a Monte Carlo option pricing model based the following assumptions: | ||||||
October 31, | July 31, | |||||
2013 | 2013 | |||||
Volatility | 149.8 | % | 144.5 | % | ||
Risk-free interest rate | 0.98 | % | 0.97 | % | ||
Dividend yield | 0.0 | % | 0.0 | % | ||
Expected life | 3.2 years | 3.4 years | ||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Fair Value Of Financial Instruments [Abstract] | ' | ||||||||
Fair Value Of Financial Instruments | ' | ||||||||
10.Fair Value of Financial Instruments | |||||||||
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||
· | Level 1 – Quoted prices in active markets for identical assets or liabilities. | ||||||||
· | Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||
· | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||
In connection with the Bridge Loan, we issued warrants and convertible notes that are accounted for as derivative liabilities. | |||||||||
We used Level 3 inputs for the valuation methodology of the derivative liabilities. The estimated fair values were computed by a third party using a Monte Carlo option pricing model based on various assumptions. Our derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly, as adjustments to the fair value of the derivative liabilities. | |||||||||
The following table provides a reconciliation of the beginning and ending balances of the derivative liabilities for the three months ended October 31, 2013: | |||||||||
Conversion | |||||||||
Warrant | Feature | ||||||||
Liability | Liability | Total | |||||||
Balance at July 31, 2012 | $ | 286,000 | $ | 33,000 | $ | 319,000 | |||
Issuances | 0 | 0 | 0 | ||||||
Settlement of conversion feature liability | 0 | -33,000 | -33,000 | ||||||
Adjustments to estimated fair value | -235,000 | 0 | -235,000 | ||||||
Balance at July 31, 2013 | $ | 51,000 | $ | 0 | $ | 51,000 | |||
Issuances | 0 | 0 | 0 | ||||||
Settlement of warrant liability | -56,000 | 0 | -56,000 | ||||||
Adjustments to estimated fair value | 58,000 | 0 | 58,000 | ||||||
Balance at October 31, 2013 | $ | 53,000 | $ | 0 | $ | 53,000 | |||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |
Oct. 31, 2013 | ||
Stockholders' Equity [Abstract] | ' | |
Stockholders' Equity | ' | |
11.Stockholders’ Equity | ||
The following transactions occurred on August 13, 2013: | ||
· | We completed a private placement pursuant to which we sold 5,500,000 shares of our common stock. The shares were sold at a per share purchase price of $0.20, resulting in approximately $1,100,000 in aggregate proceeds to the Company. After deducting fees of $43,000, the net proceeds to us were $1,057,000. The shares of common stock issued under the private placements were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of each investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to distribute them. The securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements. | |
· | We entered into a two-year service agreement with Pillar Marketing Group, Inc. for general advisory services with respect to corporate finance and capital raising activities, merger and acquisition transactions, and other related endeavors. Per the agreement with Pillar we issued 250,000 shares of unregistered common stock, with a value of $175,000. The value was capitalized to prepaid expense and is being amortized over the term of the agreement. During the three months ended October 31, 2013, we recognized $19,000 of expense related to these services. We also issued 300,000 shares of registered common stock to the principal of Pillar for certain corporate reorganization services, valued at $210,000. Pillar also received a onetime payment of $150,000 for certain corporate reorganization activities previously provided. The fair value of the stock issued and the onetime payment was expensed to restructuring costs. | |
· | We issued 212,500 shares of unregistered common stock, to Gary Cohee and/or his affiliates for financial advisor services, valued at $149,000, pursuant to the terms of a letter agreement with Mr. Cohee. The fair value of $149,000 was offset to additional paid-in capital. Mr. Cohee is a member of our Board. | |
· | We issued 300,000 shares of unregistered common stock to Bibicoff & McInnis for investor relations services related to restructuring activities, valued at $210,000. On issuance, the $210,000 was expensed to restructuring costs. | |
· | We issued 250,000 shares of unregistered common stock, with a value of $175,000, for corporate finance and restructuring activities to Wulff Services, Inc. Wulff Services, Inc. is primarily owned by our current Chief Financial Officer / Chief Operation Officer, Peter C. Wulff. In addition, Wulff Services, Inc. received a onetime payment of $75,000 related to the corporate finance and restructuring efforts. The fair value of the stock issued and the onetime payment was expensed to restructuring costs. | |
· | We issued 300,000 shares of common stock, with a value of $210,000, to Donna Singer, per Ms. Singer’s separation agreement, pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act. Ms. Singer was the Company’s Executive Vice President and served as a member of the Board. Additionally, as part of this issuance, we granted certain registration rights with respect to the shares issued to Ms. Singer. On issuance, the $210,000 was expensed to restructuring costs. | |
· | We issued 850,000 shares of common stock, with a value of $595,000, to Michael L. Krall, per Mr. Krall’s separation agreement, pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act. Mr. Krall was the Company’s Chief Executive Officer and served as a member of the Board. Additionally, as part of this issuance, we granted certain registration rights with respect to the shares issued to Mr. Krall. On issuance, the $595,000 was expensed restructuring costs. | |
On October 1, 2013, we received $163,000 from the exercise of a warrant to purchase 250,000 shares of our common stock. | ||
On October 14 and October 16, 2013, we completed private placements pursuant to which we sold 2,441,270 shares of our common stock. The shares were sold at a per share purchase price of $0.75 per share, resulting in approximately $1,831,000 in aggregate proceeds to the Company. After deducting fees of $49,000, the net proceeds to us were $1,782,000. In addition, between October 17, 2013 and October 31, 2013, we sold 442,667 shares of our common stock in private placements. The shares were sold at a per share purchase price of $0.75 per share, resulting in approximately $332,000 in aggregate proceeds to the Company. After deducting fees of $8,000, the net proceeds to us were $324,000. The shares of common stock issued under the private placements were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of each investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to distribute them. The securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements. We have used, and intend to continue to use, the remaining proceeds from the offering for working capital and general corporate purposes. | ||
During September and October 2013, we issued 109,976 shares of unregistered common stock, valued at $103,000, to Mr. Cohee and/or his affiliates for financial advisor services pursuant to the terms of his letter agreement. The fair value of $103,000 was offset to additional paid-in capital. Mr. Cohee is a member of our Board. | ||
In addition, during the three months ended October 31, 2013, there were net exercises on an aggregate of 90,699 warrants, which resulted in the issuance of 73,290 shares of our common stock. As these warrants were net exercised, as permitted under the respective warrant agreements, we did not receive any cash proceeds. | ||
In connection with the April 24, 2013 private placement, the Company granted certain registration rights, under which the Company agreed to file a registration statement covering the resale of the shares of common stock sold in the financing, as well as those shares issuable upon exercise of the warrants. In the event that we have not filed to register for resale the shares and warrant shares issued as part of the April 24, 2013 private placement, within 45 days of the closing date, the Company will issue 100 warrant shares for each day that such filing is not completed, not to exceed 18,000 warrant shares. As of October 31, 2013, the shares and warrant shares have not been registered for resale. As a result, the private placement participant will receive an additional 14,500 warrant shares as of October 31, 2013. The expense associated with these warrants was minimal. | ||
On September 17, 2012, we closed an underwritten public offering of an aggregate of 4,341,615 shares of our common stock, including shares issued pursuant to the exercise of the underwriter’s overallotment option, at a price to the public of $1.10 per share. The gross proceeds from the offering were approximately $4,776,000 and, after deducting $549,000 for transaction costs, including discounts, commissions, and other offering expenses, such as legal and accounting fees, the net proceeds to us from the offering were approximately $4,227,000. We used $1,333,000 of the net proceeds from the offering to pay the full amount of the indebtedness we incurred in connection with the Bridge Loan, Describe in further detail under Note 9 above. | ||
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | |||||
Oct. 31, 2013 | ||||||
Share-based Compensation [Abstract] | ' | |||||
Share-Based Compensation | ' | |||||
12.Share-Based Compensation | ||||||
On October 23, 2013 the Board authorized the issuance of 5,100,000 Restricted Stock Units (“RSUs”) to our directors and officers. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU vests, as set forth in the Restricted Stock Unit Agreement. The breakdown is as follows: | ||||||
· | Chairman RSU Award: We granted Mr. Pfanzelter an award consisting of two million eight hundred thousand (2,800,000) RSUs. The RSUs vest 25% on February 15, 2014, 25% on February 15, 2015 and 50% on February 15, 2016. | |||||
· | Henry Lambert RSU Award: We granted Mr. Lambert an award consisting of five hundred thousand (500,000) RSUs. The RSUs vest 60% on September 10, 2014 and the vesting of the remaining 40% depends on the achievement of certain quarterly sales goals over a two year period. If the sales goals are not achieved, 40% of the award will be forfeited. | |||||
· | Peter Wulff RSU Award: We granted Mr. Wulff an award consisting of one million (1,000,000) RSUs.The RSUs vest 25% on March 15, 2014, 25% on March 15, 2015 and 50% on March 15, 2016. | |||||
· | Non-Employee RSU Awards: We granted Messrs. Cohee, Culver, Otis and Dr. Theno, awards consisting of two hundred thousand (200,000) RSUs, respectively. The RSUs vest (i) 50% on the earlier of the date of the annual meeting in 2015 or January 15, 2015 and (ii) 50% on the earlier of the date of the annual meeting in 2016 or January 15, 2016. | |||||
None of the RSUs granted to our directors and officers were granted pursuant to any compensatory, bonus, or similar plan maintained or otherwise sponsored by the Company. Additionally, during our fiscal quarter ended October 31, 2013, none of these RSUs vested. | ||||||
On October 30, 2013 the Company authorized the issuance of 900,000 RSUs to key employees. The RSUs vest based on performance conditions. If the performance conditions are not met or expected to be met, no compensation cost will be recognized on the underlying RSUs. In addition, if the performance conditions are not achieved, then the corresponding RSUs will be forfeited. During the quarter ended October 31, 2013, none of these restricted stock units vested. | ||||||
Of the 6,000,000 RSUs granted during our fiscal quarter ended October 31, 2013, we currently expect 5,050,000 to vest. As of October 31, 2013, there was $6,943,000 of unrecognized non-cash compensation cost related to the RSUs, which will be recognized over a weighted average period of 2.40 years. | ||||||
The following table summarizes share-based compensation expense related to employee and director stock options, consultant stock options, restricted stock, and restricted stock awards for the three months ended October 31, 2013 and 2012: | ||||||
For the three months ended | ||||||
October 31, | ||||||
2013 | 2012 | |||||
Share-based compensation for employees and directors: | ||||||
Selling, general and administrative | $ | 68,000 | $ | 141,000 | ||
Research and development | 21,000 | 46,000 | ||||
89,000 | 187,000 | |||||
Share-based compensation for consultants: | ||||||
Selling, general and administrative | 0 | 0 | ||||
Research and development | 0 | 1,000 | ||||
0 | 1,000 | |||||
Total share-based compensation expense | $ | 89,000 | $ | 188,000 | ||
As of October 31, 2013, there was $84,000 of unrecognized non-cash compensation cost related to unvested options, which will be recognized over a weighted average period of 0.28 years. | ||||||
No options were granted during the three months ended October 31, 2013 and 2012. | ||||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Oct. 31, 2013 | |
Recent Accounting Pronouncements [Abstract] | ' |
Recent Accounting Pronouncements | ' |
13.Recent Accounting Pronouncements | |
No recent accounting pronouncements or other authoritative guidance have been issued that management considers likely to have a material impact on our consolidated financial statements. | |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Oct. 31, 2013 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
14.Subsequent Events | ||
Subsequent to our fiscal quarter ended October 31, 2013, we received approximately $1,438,800 from the sale of 1,536,817 shares of our common stock in private placements. The shares of common stock issued were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of each investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to distribute them. The securities may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements. We have used, and intend to continue to use, the remaining proceeds from the offering for working capital and general corporate purposes. | ||
On October 11, 2013, the Company entered into a five-year strategic collaboration agreement with St. Louis-based Intercon Chemical Company (ICC). The agreement consists of a multi-prong approach to accelerate the commercialization of PURE’s unique and proprietary SDC-based products. The strategic collaboration agreement provides: | ||
· | ICC licenses from PURE its patents and technology know-how for the exclusive manufacture for PURE of all SDC-based products. | |
o | ICC will invest in plant improvements to allow for expanded SDC production. | |
o | ICC’s R&D team will collaborate on SDC product line development. | |
· | ICC licenses the distribution rights for SDC-based products into its core businesses of institutional cleaning and sanitation products. | |
o | ICC will also develop a new initiative focused on US hospital, healthcare and medical facilities. | |
o | PURE earns royalty income on SDC-products sold by ICC and its affiliates. | |
The 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. | ||
Inventory_Tables
Inventory (Tables) | 3 Months Ended | |||||
Oct. 31, 2013 | ||||||
Inventory [Abstract] | ' | |||||
Schedule of Inventory, Current | ' | |||||
October 31, | July 31, | |||||
2013 | 2013 | |||||
Raw materials | $ | 145,000 | $ | 70,000 | ||
Finished goods | 285,000 | 295,000 | ||||
$ | 430,000 | $ | 365,000 | |||
Convertible_Note_and_Derivativ1
Convertible Note and Derivative Liability (Tables) | 3 Months Ended | |||||
Oct. 31, 2013 | ||||||
Convertible Note and Derivative Liability [Abstract] | ' | |||||
Schedule of Derivative Instruments | ' | |||||
October 31, | July 31, | |||||
2013 | 2013 | |||||
Volatility | 149.8 | % | 144.5 | % | ||
Risk-free interest rate | 0.98 | % | 0.97 | % | ||
Dividend yield | 0.0 | % | 0.0 | % | ||
Expected life | 3.2 years | 3.4 years | ||||
Recovered_Sheet1
Fair Value Of Financial Instruments (Tables) | 3 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Fair Value Of Financial Instruments [Abstract] | ' | ||||||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||||||
Conversion | |||||||||
Warrant | Feature | ||||||||
Liability | Liability | Total | |||||||
Balance at July 31, 2012 | $ | 286,000 | $ | 33,000 | $ | 319,000 | |||
Issuances | 0 | 0 | 0 | ||||||
Settlement of conversion feature liability | 0 | -33,000 | -33,000 | ||||||
Adjustments to estimated fair value | -235,000 | 0 | -235,000 | ||||||
Balance at July 31, 2013 | $ | 51,000 | $ | 0 | $ | 51,000 | |||
Issuances | 0 | 0 | 0 | ||||||
Settlement of warrant liability | -56,000 | 0 | -56,000 | ||||||
Adjustments to estimated fair value | 58,000 | 0 | 58,000 | ||||||
Balance at October 31, 2013 | $ | 53,000 | $ | 0 | $ | 53,000 | |||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | |||||
Oct. 31, 2013 | ||||||
Share-based Compensation [Abstract] | ' | |||||
Schedule of Share-based Compensation, Activity | ' | |||||
For the three months ended | ||||||
October 31, | ||||||
2013 | 2012 | |||||
Share-based compensation for employees and directors: | ||||||
Selling, general and administrative | $ | 68,000 | $ | 141,000 | ||
Research and development | 21,000 | 46,000 | ||||
89,000 | 187,000 | |||||
Share-based compensation for consultants: | ||||||
Selling, general and administrative | 0 | 0 | ||||
Research and development | 0 | 1,000 | ||||
0 | 1,000 | |||||
Total share-based compensation expense | $ | 89,000 | $ | 188,000 | ||
Liquidity_Going_Concern_Uncert1
Liquidity & Going Concern Uncertainty (Narrative) (Details) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 |
Liquidity & Going Concern Uncertainty [Abstract] | ' | ' | ' | ' |
Accumulated deficit | ($74,015,000) | ($70,171,000) | ' | ' |
Cash and Cash Equivalents, at Carrying Value | 1,068,000 | 32,000 | 2,450,000 | 877,000 |
Liabilities, Current | 2,332,000 | 2,153,000 | ' | ' |
Accounts Payable, Current | $771,000 | $1,134,000 | ' | ' |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) | 3 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Net Loss Per Share [Abstract] | ' | ' |
Shares issuable upon exercise of stock options and warrants | 7,450,766 | 784,871 |
Inventory_Narrative_Details
Inventory (Narrative) (Details) (USD $) | 3 Months Ended | |
Oct. 31, 2013 | Jul. 31, 2013 | |
Inventory [Abstract] | ' | ' |
Inventory reserve | ' | $347,000 |
Gain on sale of inventory | $20,000 | ' |
Inventory_Schedule_Of_Inventor
Inventory (Schedule Of Inventories) (Details) (USD $) | Oct. 31, 2013 | Jul. 31, 2013 |
Inventory [Abstract] | ' | ' |
Raw materials | $145,000 | $70,000 |
Finished goods | 285,000 | 295,000 |
Inventory, Net, Total | $430,000 | $365,000 |
Commitments_And_Contingencies_
Commitments And Contingencies (Details) (USD $) | 3 Months Ended | ||
Oct. 31, 2013 | Jul. 31, 2013 | Sep. 17, 2012 | |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Monthly installment amount | $1,600 | ' | ' |
Common stock, issued | 23,866,615 | 12,569,503 | 4,341,615 |
Medical and insurance costs | 20,000 | ' | ' |
Severance expense | 1,789,000 | ' | ' |
Employee Severance [Member] | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Accounts Payable | 778,000 | ' | ' |
Dennis Brovarone [Member] | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Release agreement payment | 91,000 | ' | ' |
Cash Severance Payment Period | '60 months | ' | ' |
Donna Singer [Member] | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Release agreement payment | 45,000 | ' | ' |
Monthly installment amount | 17,000 | ' | ' |
Cash Severance Payment Period | '12 months | ' | ' |
Common stock, issued | 300,000 | ' | ' |
Medical and insurance costs | 18,000 | ' | ' |
Michael L. Krall [Member] | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Non competitive activities period | '4 years | ' | ' |
Release agreement payment | 25,000 | ' | ' |
Monthly installment amount | 30,000 | ' | ' |
Cash Severance Payment Period | '18 months | ' | ' |
Intellectual property rights payment | $125,000 | ' | ' |
Common stock, issued | 850,000 | ' | ' |
Promissory_Note_Narrative_I_De
Promissory Note (Narrative I) (Details) (USD $) | 12 Months Ended |
Jul. 31, 2013 | |
Promissory Note [Abstract] | ' |
Debt Instrument, Face Amount | $1,125,000 |
Accounts payable waived | 1,519,000 |
Interest rate | 7.50% |
Interest rate if in default | 10.00% |
Debt Instrument, Frequency of Periodic Payment | 'monthly |
Debt Instrument, Periodic Payment, Principal | $47,000 |
Debt Instrument, Date of First Required Payment | 28-Feb-14 |
Debt Instrument, Maturity Date | 28-Feb-16 |
Promissory_Note_Narrative_II_D
Promissory Note (Narrative II) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2013 | |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Troubled debt restructuring loss | ' | ' | $25,000 |
Interest Paid | 0 | 0 | 174,000 |
Amount paid under terms of the note | 21,000 | ' | ' |
Morrison And Foerster L.L.P. [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Number of warrants to purchase common stock | ' | ' | 375,000 |
Exercise price of warrants | ' | ' | $0.83 |
Fair value of warrants | ' | ' | $245,000 |
Volatility rate | ' | ' | 134.00% |
Risk-free interest rate | ' | ' | 0.35% |
Expected life | ' | ' | '5 years |
Convertible_Note_and_Derivativ2
Convertible Note and Derivative Liability (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | Sep. 17, 2012 | |
item | |||||
Sale of Stock [Line Items] | ' | ' | ' | ' | ' |
Aggregate cash consideration received | ' | ' | ' | $1,200,000 | ' |
Number of lenders | ' | ' | ' | 9 | ' |
Amortization of debt discount | 0 | 371,000 | ' | ' | ' |
Amortization of deferred financing costs | 0 | 215,000 | ' | ' | ' |
Common Stock,Issued | 23,866,615 | ' | 12,569,503 | ' | 4,341,615 |
Unsecured note principal amount | ' | ' | 1,125,000 | ' | ' |
Value Of Common Stock Warrants Issued To Lenders And Placement Agent | 53,000 | ' | 51,000 | ' | ' |
Warrant [Member] | ' | ' | ' | ' | ' |
Sale of Stock [Line Items] | ' | ' | ' | ' | ' |
Aggregate number of exercises | 90,699 | ' | ' | ' | ' |
Note Warrant [Member] | ' | ' | ' | ' | ' |
Sale of Stock [Line Items] | ' | ' | ' | ' | ' |
Increase (Decrease) in Fair Value of Derivative Instruments, Not Designated as Hedging Instruments | -58,000 | ' | ' | ' | ' |
Notes [Member] | ' | ' | ' | ' | ' |
Sale of Stock [Line Items] | ' | ' | ' | ' | ' |
Unsecured note principal amount | ' | ' | ' | $1,333,000 | ' |
Bridge Loan [Member] | Warrant [Member] | ' | ' | ' | ' | ' |
Sale of Stock [Line Items] | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | 132,420 | ' |
Aggregate number of exercises | 90,699 | ' | ' | ' | ' |
Common Stock,Issued | 73,290 | ' | ' | ' | ' |
Warrants outstanding | 41,721 | ' | ' | ' | ' |
Convertible_Note_and_Derivativ3
Convertible Note and Derivative Liability (Schedule Of Fair Value) (Details) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jul. 31, 2013 | |
Convertible Note and Derivative Liability [Abstract] | ' | ' |
Volatility | 149.80% | 144.50% |
Risk-free interest rate | 0.98% | 0.97% |
Dividend yield | 0.00% | 0.00% |
Expected life | '3 years 2 months 12 days | '3 years 4 months 24 days |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2013 | |
Sale of Stock [Line Items] | ' | ' | ' |
Beginning balance | $51,000 | $319,000 | $319,000 |
Issuances | 0 | ' | 0 |
Settlement of conversion feature liability | ' | ' | -33,000 |
Settlement of warrant liability | 56,000 | 0 | ' |
Adjustments to estimated fair value | 58,000 | ' | -235,000 |
Ending balance | 53,000 | ' | 51,000 |
Note Warrant [Member] | ' | ' | ' |
Sale of Stock [Line Items] | ' | ' | ' |
Beginning balance | 51,000 | 286,000 | 286,000 |
Issuances | 0 | ' | 0 |
Settlement of conversion feature liability | ' | ' | 0 |
Settlement of warrant liability | 56,000 | ' | ' |
Adjustments to estimated fair value | 58,000 | ' | -235,000 |
Ending balance | 53,000 | ' | 51,000 |
Conversion Feature Liability [Member] | ' | ' | ' |
Sale of Stock [Line Items] | ' | ' | ' |
Beginning balance | 0 | 33,000 | 33,000 |
Issuances | 0 | ' | 0 |
Settlement of conversion feature liability | ' | ' | -33,000 |
Settlement of warrant liability | 0 | ' | ' |
Adjustments to estimated fair value | 0 | ' | 0 |
Ending balance | $0 | ' | $0 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||||
Oct. 31, 2013 | Sep. 17, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2013 | Apr. 24, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Aug. 13, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 16, 2013 | Aug. 13, 2013 | Oct. 31, 2013 | Oct. 23, 2013 | Sep. 17, 2012 | Oct. 31, 2013 | Apr. 24, 2013 | |
Warrant [Member] | Wulff Services Incroporated [Member] | Pillar Marketing Group Incorporated [Member] | Pillar Marketing Group Incorporated [Member] | Gary D. Cohee [Member] | Donna Singer [Member] | Michael L. Krall [Member] | Investor Relations Contact [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Restricted Stock Units "RSUs" [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Maximum [Member] | |||||||
Bibicoff & McInnis [Member] | Gary D. Cohee [Member] | Warrant [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issuance proceeds | ' | $4,776,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $332,000 | $1,831,000 | $1,100,000 | ' | ' | ' | ' | ' |
Common stock price per share | ' | $1.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 | $0.75 | $0.20 | ' | ' | ' | ' | ' |
Sale of stock, number of shares issued | 442,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,441,270 | 5,500,000 | ' | ' | ' | ' | ' |
Transaction costs of stock issuance | ' | 549,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000 | 49,000 | 43,000 | ' | ' | ' | ' | ' |
Sale of stock, net proceeds | ' | 4,227,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 324,000 | 1,782,000 | 1,057,000 | ' | ' | ' | ' | ' |
Service Agreement Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 23,866,615 | 4,341,615 | 23,866,615 | ' | 12,569,503 | ' | ' | ' | ' | 250,000 | ' | 300,000 | 850,000 | ' | ' | ' | ' | ' | 5,100,000 | ' | 73,290 | ' |
Common Stock, Value, Issued | 239,000 | ' | 239,000 | ' | 126,000 | ' | ' | ' | ' | 175,000 | ' | 210,000 | 595,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for service | ' | ' | ' | ' | ' | ' | ' | 250,000 | 300,000 | ' | 212,500 | ' | ' | 300,000 | ' | ' | ' | 109,976 | ' | ' | ' | ' |
Stock issued for service value | ' | ' | ' | ' | ' | ' | ' | 175,000 | 210,000 | ' | 149,000 | ' | ' | 210,000 | ' | ' | ' | 103,000 | ' | ' | ' | ' |
Expense related to services | ' | ' | ' | ' | ' | ' | ' | ' | 19,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 210,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid in Capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 149,000 | ' | ' | ' | ' | ' | ' | 103,000 | ' | ' | ' | ' |
Net proceeds from the exercise of warrants | ' | ' | 163,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock shares | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Onetime payment related to corporate finance and restructuring efforts | ' | ' | ' | ' | ' | ' | ' | 75,000 | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of exercises | ' | ' | ' | ' | ' | ' | 90,699 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,699 | ' |
Aggregate number of common stock and warrants issued | ' | ' | 73,290 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of warrants issued in private placement | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000 |
Additional number of warrants issued in private placement | 14,500 | ' | 14,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Costs | ' | ' | 2,684,000 | 0 | ' | ' | ' | ' | ' | ' | ' | 210,000 | 595,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of indebtedness | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,333,000 | ' | ' |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||||
Oct. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2013 | Sep. 17, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 23, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
Unvested Options [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Messrs Cohee [Member] | Culver [Member] | Otis [Member] | Dr. Theno [Member] | Dave Pfanzelter [Member] | Peter Wulff [Member] | Henery R. Lambert [Member] | Henery R. Lambert [Member] | February 15, 2014 [Member] | February 15, 2015 [Member] | February 15, 2015 [Member] | February 15, 2016 [Member] | January 15, 2015 [Member] | January 15, 2015 [Member] | January 15, 2015 [Member] | January 15, 2016 [Member] | January 15, 2016 [Member] | January 15, 2016 [Member] | March 15, 2014 [Member] | March 15, 2015 [Member] | March 15, 2016 [Member] | |||||
Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Dave Pfanzelter [Member] | Dave Pfanzelter [Member] | Henery R. Lambert [Member] | Dave Pfanzelter [Member] | Messrs Cohee [Member] | Culver [Member] | Dr. Theno [Member] | Messrs Cohee [Member] | Culver [Member] | Otis [Member] | Peter Wulff [Member] | Peter Wulff [Member] | Peter Wulff [Member] | |||||||||
Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | Restricted Stock Units "RSUs" [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, issued | 23,866,615 | ' | 12,569,503 | 4,341,615 | ' | ' | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted | 0 | 0 | ' | ' | ' | 6,000,000 | ' | 200,000 | 200,000 | ' | 200,000 | 2,800,000 | 1,000,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of RSU's vest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | 25.00% | 25.00% | 60.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 25.00% | 25.00% | 50.00% |
Share based compensation vesting percent upon sales goals achievements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation payment period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation forfeited percent upon not reaching sales goals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized for issuance to key employees | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares expected to vest | ' | ' | ' | ' | ' | 5,050,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares vested | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized non-cash compensation costs | ' | ' | ' | ' | $84,000 | $6,943,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized non-cash compensation costs, weighted average period | ' | ' | ' | ' | '3 months 11 days | '2 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShareBased_Compensation_Schedu
Share-Based Compensation (Schedule Of Share-Based Compensation Expense Related To Stock Options And Restricted Stock Awards) (Details) (USD $) | 3 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | $89,000 | $188,000 |
Employees And Directors [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | 89,000 | 187,000 |
Employees And Directors [Member] | Selling, General And Administrative [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | 68,000 | 141,000 |
Employees And Directors [Member] | Research and Development Expense [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | 21,000 | 46,000 |
Consultants [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | 0 | 1,000 |
Consultants [Member] | Selling, General And Administrative [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | 0 | 0 |
Consultants [Member] | Research and Development Expense [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | $0 | $1,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Oct. 31, 2013 | Sep. 17, 2012 | Oct. 31, 2013 | Oct. 11, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Sale of stock, net proceeds | ' | $4,227,000 | $1,438,800 | ' |
Sale of stock, number of shares issued | 442,667 | ' | 1,536,817 | ' |
Strategic collaboration agreement, period | ' | ' | ' | '5 years |