Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2020 | Jun. 11, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | PURE BIOSCIENCE, INC. | |
Entity Central Index Key | 0001006028 | |
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 | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 86,890,953 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 2,022,000 | $ 398,000 |
Accounts receivable | 1,607,000 | 373,000 |
Inventories, net | 282,000 | 177,000 |
Restricted cash | 75,000 | 75,000 |
Prepaid expenses | 10,000 | 18,000 |
Total current assets | 3,996,000 | 1,041,000 |
Property, plant and equipment, net | 328,000 | 362,000 |
Patents, net | 462,000 | 529,000 |
Total assets | 4,786,000 | 1,932,000 |
Current liabilities | ||
Accounts payable | 1,286,000 | 553,000 |
Accrued liabilities | 205,000 | 185,000 |
Total current liabilities | 1,491,000 | 738,000 |
Deferred rent | 4,000 | |
Total liabilities | 1,491,000 | 742,000 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value: 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.01 par value: 100,000,000 shares authorized, 86,890,953 shares issued and outstanding at April 30, 2020, and 76,732,334 shares issued and outstanding at July 31, 2019 | 869,000 | 768,000 |
Additional paid-in capital | 127,222,000 | 123,900,000 |
Accumulated deficit | (124,796,000) | (123,478,000) |
Total stockholders' equity | 3,295,000 | 1,190,000 |
Total liabilities and stockholders' equity | $ 4,786,000 | $ 1,932,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2020 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 86,890,953 | 76,732,334 |
Common stock, shares outstanding | 86,890,953 | 76,732,334 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Income Statement [Abstract] | ||||
Net product sales (including related party sales of $124,000 in the three and nine months ended April 30,2020) | $ 2,221,000 | $ 312,000 | $ 2,968,000 | $ 1,296,000 |
Operating costs and expenses | ||||
Cost of goods sold | 972,000 | 117,000 | 1,270,000 | 480,000 |
Selling, general and administrative | 690,000 | 1,022,000 | 2,790,000 | 5,334,000 |
Research and development | 85,000 | 85,000 | 227,000 | 249,000 |
Total operating costs and expenses | 1,747,000 | 1,224,000 | 4,287,000 | 6,063,000 |
Income (loss) from operations | 474,000 | (912,000) | (1,319,000) | (4,767,000) |
Other income (expense) | ||||
Inducement expense | (960,000) | (960,000) | ||
Interest expense, net | (1,000) | (1,000) | (4,000) | (5,000) |
Other income (expense), net | 5,000 | (3,000) | ||
Total other income (expense) | (1,000) | (961,000) | 1,000 | (968,000) |
Net income (loss) | $ 473,000 | $ (1,873,000) | $ (1,318,000) | $ (5,735,000) |
Net income (loss) per common share-basic | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.08) |
Net income (loss) per common share-diluted | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.08) |
Weighted average shares-basic | 83,979,076 | 76,601,012 | 80,634,951 | 72,058,840 |
Weighted average shares-diluted | 85,702,650 | 76,601,012 | 80,634,951 | 72,058,840 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended |
Apr. 30, 2020 | Apr. 30, 2020 | |
Income Statement [Abstract] | ||
Related party sales | $ 124,000 | $ 124,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jul. 31, 2018 | $ 683,000 | $ 117,522,000 | $ (116,924,000) | $ 1,281,000 |
Balance, shares at Jul. 31, 2018 | 68,248,158 | |||
Issuance of common stock in private placements, net | $ 33,000 | 1,464,000 | 1,497,000 | |
Issuance of common stock in private placements, net, shares | 3,333,964 | |||
Share-based compensation expense - stock options | 1,330,000 | 1,330,000 | ||
Share-based compensation expense - restricted stock units | 1,007,000 | 1,007,000 | ||
Issuance of common stock for vested restricted stock units | $ 1,000 | (1,000) | ||
Issuance of common stock for vested restricted stock units, shares | 131,250 | |||
Issuance of common stock upon the exercise of warrants | $ 24,000 | 816,000 | 840,000 | |
Issuance of common stock upon the exercise of warrants, shares | 2,399,999 | |||
Warrant inducement | 960,000 | 960,000 | ||
Net income (loss) | (5,735,000) | (5,735,000) | ||
Balance at Apr. 30, 2019 | $ 741,000 | 123,098,000 | (122,659,000) | 1,180,000 |
Balance, shares at Apr. 30, 2019 | 74,113,371 | |||
Balance at Jan. 31, 2019 | $ 717,000 | 121,186,000 | (120,786,000) | 1,117,000 |
Balance, shares at Jan. 31, 2019 | 71,713,372 | |||
Share-based compensation expense - stock options | 83,000 | 83,000 | ||
Share-based compensation expense - restricted stock units | 53,000 | 53,000 | ||
Issuance of common stock upon the exercise of warrants | $ 24,000 | 816,000 | 840,000 | |
Issuance of common stock upon the exercise of warrants, shares | 2,399,999 | |||
Warrant inducement | 960,000 | 960,000 | ||
Net income (loss) | (1,873,000) | (1,873,000) | ||
Balance at Apr. 30, 2019 | $ 741,000 | 123,098,000 | (122,659,000) | 1,180,000 |
Balance, shares at Apr. 30, 2019 | 74,113,371 | |||
Balance at Jul. 31, 2019 | $ 768,000 | 123,900,000 | (123,478,000) | 1,190,000 |
Balance, shares at Jul. 31, 2019 | 76,732,334 | |||
Issuance of common stock in private placements, net | $ 97,000 | 2,733,000 | 2,830,000 | |
Issuance of common stock in private placements, net, shares | 9,758,619 | |||
Share-based compensation expense - stock options | 382,000 | 382,000 | ||
Share-based compensation expense - restricted stock units | 211,000 | 211,000 | ||
Issuance of common stock for vested restricted stock units | $ 4,000 | (4,000) | ||
Issuance of common stock for vested restricted stock units, shares | 400,000 | |||
Issuance of common stock upon the exercise of warrants, shares | ||||
Net income (loss) | (1,318,000) | $ (1,318,000) | ||
Balance at Apr. 30, 2020 | $ 869,000 | 127,222,000 | (124,796,000) | 3,295,000 |
Balance, shares at Apr. 30, 2020 | 86,890,953 | |||
Balance at Jan. 31, 2020 | $ 800,000 | 125,245,000 | (125,269,000) | 776,000 |
Balance, shares at Jan. 31, 2020 | 79,994,402 | |||
Issuance of common stock in private placements, net | $ 69,000 | 1,931,000 | 2,000,000 | |
Issuance of common stock in private placements, net, shares | 6,896,551 | |||
Share-based compensation expense - stock options | 46,000 | 46,000 | ||
Net income (loss) | 473,000 | 473,000 | ||
Balance at Apr. 30, 2020 | $ 869,000 | $ 127,222,000 | $ (124,796,000) | $ 3,295,000 |
Balance, shares at Apr. 30, 2020 | 86,890,953 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2020 | Apr. 30, 2019 | |
Operating activities | |||
Net loss | $ 473,000 | $ (1,318,000) | $ (5,735,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 46,000 | 593,000 | 2,337,000 |
Amortization of stock issued for services | 4,000 | 31,000 | |
Depreciation and amortization | 145,000 | 191,000 | |
Interest expense on promissory note | 1,000 | ||
Inducement to exercise warrants | 960,000 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,234,000) | 141,000 | |
Inventories | (105,000) | 2,000 | |
Prepaid expenses | 4,000 | (1,000) | |
Accounts payable and accrued liabilities | 753,000 | (255,000) | |
Deferred rent | (4,000) | (6,000) | |
Net cash used in operating activities | (1,162,000) | (2,334,000) | |
Investing activities | |||
Investment in patents | (4,000) | ||
Purchases of property, plant and equipment | (44,000) | (6,000) | |
Net cash used in investing activities | (44,000) | (10,000) | |
Financing activities | |||
Net proceeds from the sale of common stock | 2,830,000 | 993,000 | |
Net proceeds from the exercise of warrants | 840,000 | ||
Net cash provided by financing activities | 2,830,000 | 1,833,000 | |
Net increase and decrease in cash, cash equivalents, and restricted cash | 1,624,000 | (511,000) | |
Cash, cash equivalents, and restricted cash at beginning of period | 473,000 | 926,000 | |
Cash, cash equivalents, and restricted cash at end of period | 2,097,000 | 2,097,000 | 415,000 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | |||
Cash and cash equivalents | 2,022,000 | 2,022,000 | 340,000 |
Restricted cash | 75,000 | 75,000 | 75,000 |
Total cash, cash equivalents and restricted cash | $ 2,097,000 | 2,097,000 | 415,000 |
Supplemental disclosure of non-cash financing activities | |||
Cash paid for taxes | 2,000 | ||
Conversion of promissory note and accrued interest from a related party to common stock | $ 504,000 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETI H2O Inc., a Nevada corporation. ETI H2O, Inc. currently has no business operations and no material assets or liabilities and there have been no significant transactions related to ETI H2O, Inc. during the periods presented in the condensed consolidated financial statements. All inter-company balances and transactions have been eliminated. All references to “PURE,” “we,” “our,” “us” and the “Company” refer to PURE Bioscience, Inc. and our wholly owned subsidiary. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information pursuant to the instructions to Form 10-Q and Article 10/Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2020 are not necessarily indicative of the results that may be expected for other periods or the year ending July 31, 2020. The July 31, 2019 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, 2019 included in our Annual Report on Form 10-K covering such period filed with the Securities and Exchange Commission, or SEC, on October 30, 2019. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. |
Liquidity & Going Concern Uncer
Liquidity & Going Concern Uncertainty | 9 Months Ended |
Apr. 30, 2020 | |
Stock options and warrants | |
Liquidity & Going Concern Uncertainty | 2. Liquidity & Going Concern Uncertainty The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, during the nine months ended April 30, 2020, we incurred a net loss of $1,318,000 and used cash in operations of $1,162,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date of the financial statements being issued. Our ability to continue as a going concern is dependent upon our ability to generate positive operating cash flow and implement the Company’s business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. In addition, our independent registered public accounting firm, in its report on the Company’s July 31, 2019 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. 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. While we have a history of recurring losses, during the three months ended April 30, 2020, we generated a significant increase in sales resulting in net income of approximately $473,000. However, we cannot be certain that this sales momentum will continue. While we generated net income for the three months ended April 30, 2020 and, as of the date hereof, expect to commence generating positive operating cash flow by July 31, 2020, we do not have, and may never have, significant cash inflows from product sales or from other sources of revenue to fund our operations. Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. As of April 30, 2020, we had $2,097,000 in cash and cash equivalents, and $1,491,000 of current liabilities, including $1,286,000 in accounts payable. While, as discussed above, certain factors raise substantial doubt about our ability to continue as a going concern, we currently believe our available cash, our current efforts to market and sell our products, and our ability to significantly reduce expenses, will provide sufficient cash resources to satisfy our needs over the next 12 months. Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Revenue Recognition Effective August 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process: 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE ® ® Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Our direct customer and distributer sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns. Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales. We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Variable Consideration We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Income (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options and restricted stock units, based on the average stock price for each period using the treasury stock method. For the three months ended April 30, 2020, the incremental dilutive common share equivalents were 1,723,574. Since we incurred a loss for the nine months ended April 30, 2020 and 2019, the number of shares issuable upon the exercise of stock options, the vesting of restricted stock units, and the exercise of warrants, none of which are included in the computation of basic net loss per common share, was 10,410,890 and 10,496,565, respectively. 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 when necessary. 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: April 30, 2020 July 31, 2019 Raw materials $ 3,000 $ 30,000 Finished goods 279,000 147,000 $ 282,000 $ 177,000 Share-Based Compensation We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share. Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. 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. As of April 30, 2020 and July 31, 2019, no impairment of long-lived assets was indicated. Concentrations Gross sales Accounts receivable. Purchases. Accounts payable. Reclassification For the three and nine months ended April 30, 2020, share-based compensation expense of $46,000 and $593,000 has been included in selling, general and administrative expense to conform to current period presentation, respectively. This reclassification did not have an impact on our results of operations or financial condition for the three and nine months ended April 30, 2020 and 2019. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Apr. 30, 2020 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 4. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model , under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As small business filer, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Apr. 30, 2020 | |
Stockholders' equity | |
Stockholders' Equity | 5. Stockholders’ Equity Private Placement Financing – Fiscal Year 2020 On October 2, 2019, we entered into and completed a closing (the “Closing”) of a private placement financing to accredited investors. We raised net proceeds of $830,000 in the Closing of an aggregate of 2,862,068 shares of our common stock at a purchase price of $0.29 per share, the closing sales price of our common stock on the date prior to the Closing. The Shares issued in the private placement financing were issued pursuant to a securities purchase agreement entered into with the investors. Tom Y. Lee and Dale Okuno, each of whom are accredited investors and members of the Company’s Board of Directors invested $290,000 and $250,000, respectively, in the private placement financing. Mr. Lee also serves as the Company’s President and Chief Executive Officer. The net proceeds to us from the Closing, after deducting the forgoing fees and other offering expenses, were $830,000. We expect to use the net proceeds for general corporate purposes, including our research and development efforts, and for g eneral administrative expenses and working capital On March 9, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with various accredited investors with respect to a private placement financing (the “Private Placement”) and simultaneously completed the closing (the “Closing”) of the Private Placement. We raised net proceeds of approximately $2,000,000 in the Private Placement for an aggregate of 6,896,551 shares of our common stock (the “Shares”) at a purchase price of $0.29 per share. The per share purchase price was approved by our Board of Directors on February 24, 2020 and represents a 20% discount to the closing price of the Company’s common stock on that date. Tom Y. Lee, Dale Okuno and Ivan Chen, each of whom are accredited investors and members of the Company’s Board of Directors, invested $650,500, $450,000 and $52,000, respectively, in the Private Placement. Mr. Lee also serves as the Company’s President and Chief Executive Officer. The net proceeds to us from the Private Placement, after deducting estimated fees and other offering expenses, were approximately $2,000,000. We expect to use the net proceeds for general corporate purposes, including our research and development efforts, and for general administrative expenses and working capital. The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and these Shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Shares were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and that each was receiving the Shares for investment for its own account and without a view to distribute them. Private Placement Financing – Fiscal Year 2019 On August 16, 2018, we completed a Closing of a private placement financing to accredited investors. We raised approximately $1.5 million in the Closing and issued an aggregate of 3,333,964 shares of our common stock at a purchase price of $0.45 per share, including the conversion of approximately $0.5 million held in the form of a promissory note as of July 31, 2018. The shares issued in the private placement financing were issued pursuant to a securities purchase agreement entered into with the investors. Mr. Tom Y. Lee, a member of the Company’s Board of Directors invested approximately $1.0 million through his affiliates, including approximately $0.5 million of cash and the cancellation of existing indebtedness in the amount of approximately $0.5 million that was held in the form of a promissory note payable as of July 31, 2018. The net proceeds to us from the Closing (including the cancellation of indebtedness), after deducting fees and other offering expenses, were approximately $1.5 million. The issuance and sale of the shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and these shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The shares were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and that each was receiving the shares for investment for its own account and without a view to distribute them. Warrant Financing – Fiscal Year 2019 On February 19, 2019, we entered into warrants amendments (each a “Warrant Amendment”, and together, the “Warrant Amendments”) with three holders of warrants to purchase the Company’s common stock issued in August 2014 (the “2014 Warrants”). The Warrant Amendments provided (i) for a reduction in the exercise price from $0.75 to $0.35 and (ii) that 2014 Warrants would expire unless otherwise exercised on the date of the Warrant Amendments. In connection with the execution of the Warrant Amendments, on February 19, 2019, the holders exercised the 2014 Warrants to purchase 2,399,999 shares of common stock for an aggregate exercise price of $840,000. Tom Lee, the Company’s Chairman of the Board, and beneficial holder of a 2014 Warrant to purchase 2,133,333 shares of Common Stock, entered into a Warrant Amendment and exercised his 2014 Warrant for an aggregate exercise price of $746,666. Additionally, Dale Okuno, a member of the Company’s Board of Directors, and beneficial holder of a 2014 Warrant to purchase 213,333 shares of Common Stock, entered into a Warrant Amendment and exercised his 2014 Warrant for an aggregate exercise price of $74,666. Due to the reduction in exercise price for the 2014 Warrants issued in connection with the Warrant Amendment, we determined it was appropriate to record $960,000 of expense in the 2019 condensed consolidated statement of operations for the inducement to exercise the 2014 Warrants. Other Activity During the three months ended October 31, 2017, we entered into a two-year service agreement for business development services. In accordance with the agreement we issued 50,000 shares of common stock, with a value of $51,000. The value was capitalized to prepaid expense and is being amortized over the term of the agreement. During the three and nine months ended April 30, 2020, we recognized zero and $4,000 of expense related to these services, respectively. During the three and nine months ended April 30, 2019, we recognized $6,000 and $19,000 of expense related to these services, respectively. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Apr. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 6. Share-Based Compensation Restricted Stock Units The Company issues restricted stock unit awards (“RSUs”) to key management and as compensation for services to consultants and others. The RSUs typically vest over a two-year period and carry a ten-year term. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU subsequently settles, as set forth in the Restricted Stock Unit Agreement. The Company determines that fair value of those awards at the date of grant, and amortizes those awards as an expense over the vesting period of the award. The shares earned under the grant are usually issued when the award settles at the end of the term. As of July 31, 2019, the Company had granted 1,912,500 RSU’s of which 1,456,250 had vested. As of July 31, 2019, 456,250 RSU’s with a fair value of $211,200, remained unvested. None of the shares vested under the RSUs had been issued as of July 31, 2019. During the nine month period ended April 30, 2020, the Company recognized $49,000 of compensation cost relating to the shares vesting during the period. In addition, the Company accelerated the vesting of 400,000 shares of stock issued to Henry R. Lambert with a remaining value of $162,000 upon his retirement during the period. In total, the Company recognized $211,000 from the vesting of these restricted stock units. For the nine months ended April 30, 2019 share-based compensation expense for RSUs was $1,007,000, of which $489,000 was due the accelerated vesting of RSU’s held by Dave Pfanzelter, the former Chairman of our Board. Mr. Pfanzelter retired from our Board in August 2018. During the nine months ended April 30, 2020 there were no Restricted Stock Units granted, and 400,000 shares were settled and delivered to Mr. Lambert upon his retirement. At April 30, 2020, all outstanding RSUs were fully vested with no unrecognized non-cash compensation expense remaining. As of April 30, 2020, 1,512,500 RSUs are issuable. These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for any reason and such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code; (iii) the date of Grantee’s death or (iv) the date of a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”. A summary of our restricted stock unit activity and related data is as follows: Outstanding at July 31, 2019 1,912,500 Granted — Vested (400,000 ) Forfeited — Outstanding at April 30, 2020 1,512,500 All of the 1,512,500 RSUs outstanding as of April 30, 2020 are fully vested and the underlying common stock has not been delivered and remains outstanding, as set forth in the RSU agreements. Stock Option Plans 2007 Equity Incentive Plan In February 2016, we amended and restated our 2007 Equity Incentive Plan, the (“2007 Plan”), to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 shares and extend the term of the 2007 Plan until February 4, 2026. The 2007 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of April 30, 2020, there were approximately 1,185,000 shares available for issuance under the 2007 Plan. 2017 Equity Incentive Plan Our shareholders approved our 2017 Equity Incentive Plan (the “2017 Plan”) in January 2018, which has a share reserve of 5,000,000 shares of common stock that were registered under a Form S-8 filed with the SEC in February 2018. The 2017 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to our employees, directors, consultants and advisors. These awards have up to a 10-year contractual life and are subject to various vesting periods, as determined by the Compensation Committee of the Board of Directors. As of April 30, 2020, there were approximately 831,000 shares available for issuance under the 2017 Plan. During the nine months ended April 30, 2020, the Compensation Committee of the Board of Directors authorized the issuance of 1,240,000 stock options to our employees, officers and directors with a fair value of $265,000 as determined by the Black Scholes option pricing model. The vesting terms of the options vary between one and two years and carry a ten year term. A summary of our stock option activity is as follows: Shares Weighted- Aggregate Outstanding at July 31, 2019 7,363,125 $ 1.04 $ — Granted 1,240,000 $ 0.32 $ 4,000 Exercised — $ — — Cancelled (32,500 ) $ 7.46 — Outstanding at April 30, 2020 8,570,625 $ 0.91 $ 401,000 The weighted-average remaining contractual term of options outstanding at April 30, 2020 was 4.7 years. For the nine months ended April 30, 2020 share-based compensation expense for stock options was $382,000. For the six months ended April 30, 2019 share-based compensation expense for stock options was $1,330,000, of which $739,000 was due the accelerated vesting of stock options held by Dave Pfanzelter, the former Chairman of our Board. Mr. Pfanzelter retired from our Board in August 2018. At April 30, 2020, options to purchase 7,355,417 shares of common stock were exercisable. These options had a weighted-average exercise price of $0.99 and a weighted average remaining contractual term of 4.01 years. The weighted average grant date fair value for options granted during the nine months ended April 30, 2020 was $0.21. The total unrecognized compensation cost related to unvested stock option grants as of April 30, 2020 was approximately $205,000 and the weighted average period over which these grants are expected to vest is 1.47 years. We use the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Three Months Ended April 30, 2020 Three Months Ended April 30, 2019 Nine Months Ended April 30, 2020 Nine Months Ended April 30, 2019 Volatility — % 82.24 % 79.48 % 75.67 % Risk-free interest rate — % 2.55 % 1.46 % 2.63 % Dividend yield — % — % 0.0 % 0.0 % Expected life — 5.68 years 5.50 years 4.80 years Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation. The expected life of options was estimated using the average between the contractual term and the vesting term of the options. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions As of April 30, 2020 and July 31, 2019, accounts payable include $60,000 in board fees due to officers and directors, respectively. Additionally, as of April 30, 2020, $124,000 was due to the company from the sale of product to Harmony Bioscience, Inc. PURE Chairman and CEO Tom Y. Lee is an affiliate of Harmony Bioscience. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies The global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and federal, state, and local governments take increasingly broad actions to mitigate this public health crisis. We have not experienced a material disruption to our business. However, on a go-forward basis, we cannot guarantee the overall economic conditions will not effect our business, as these conditions may significantly negatively impact all aspects of our business. Our business is dependent on the continued health and productivity of our employees, including our sales staff and corporate management team. Individually and collectively, the consequences of the COVID-19 outbreak could have a material adverse effect on our business, sales, results of operations and financial condition. Additionally, our liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels, and meet our financial obligations. Currently, capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve our cash position and capital structure. The extent to which the COVID-19 outbreak ultimately impacts our business, sales, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume and, more specifically, the effect it has on our customers and suppliers. Even after the COVID-19 outbreak has subsided, we may experience significant impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On May 15, 2020, we entered into an initial one-year manufacturing supply and license agreement with Packers Sanitation Services, Inc. (“PSSI”) with a four-year renewal term option (the “Supply and License Agreement”). The Supply and License Agreement consists of packaging, promotion, advertising, and distribution of PURE’s SDC-based products. Pursuant to the Supply and License Agreement, we granted an exclusive license to our patents and technology know-how for packaging, promotion, advertising, and distribution of our SDC-based products to PSSI and PSSI will have the right to appoint sub-licensees to promote, advertise, distribute, and sell licensed products. Additionally, the Supply and License Agreement provides that PSSI will be our exclusive distributor for hard surface disinfection, sanitization and cleaning of protein food processing. PSSI has also agreed to be the non-exclusive distributor of our SDC-based products for hard surface disinfection, sanitization and cleaning of non-residential buildings, food and beverage manufacturing and processing facilities, food service facilities, non-food processing facilities, and education facilities. The exclusive license is contingent on PSSI purchasing certain quantities of our SDC-based products at a fixed price. The Supply and License Agreement contains certain customary representations of the parties and customary indemnification provisions and liability limitations and may be terminated by either party upon the material breach of the terms of the agreement by the other party, or if the other party becomes insolvent. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition Effective August 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. This principle is applied using the following 5-step process: 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under Topic 606, we recognize revenue when we satisfy a performance obligation by transferring control of the promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE ® ® Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Our direct customer and distributer sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns. Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales. We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Variable Consideration We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. |
Income (Loss) Per Share | Income (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options and restricted stock units, based on the average stock price for each period using the treasury stock method. For the three months ended April 30, 2020, the incremental dilutive common share equivalents were 1,723,574. Since we incurred a loss for the nine months ended April 30, 2020 and 2019, the number of shares issuable upon the exercise of stock options, the vesting of restricted stock units, and the exercise of warrants, none of which are included in the computation of basic net loss per common share, was 10,410,890 and 10,496,565, respectively. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material when necessary. 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: April 30, 2020 July 31, 2019 Raw materials $ 3,000 $ 30,000 Finished goods 279,000 147,000 $ 282,000 $ 177,000 |
Share-Based Compensation | Share-Based Compensation We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with GAAP, if indicators of impairment exist, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. If impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the fair value of the asset and we record the impairment as a reduction in the carrying value of the related asset and a charge to operating results. Estimating the undiscounted future cash flows associated with long-lived assets requires judgment, and assumptions could differ materially from actual results. As of April 30, 2020 and July 31, 2019, no impairment of long-lived assets was indicated. |
Concentrations | Concentrations Gross sales Accounts receivable. Purchases. Accounts payable. |
Reclassification | Reclassification For the three and nine months ended April 30, 2020, share-based compensation expense of $46,000 and $593,000 has been included in selling, general and administrative expense to conform to current period presentation, respectively. This reclassification did not have an impact on our results of operations or financial condition for the three and nine months ended April 30, 2020 and 2019. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories consist of the following: April 30, 2020 July 31, 2019 Raw materials $ 3,000 $ 30,000 Finished goods 279,000 147,000 $ 282,000 $ 177,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | A summary of our restricted stock unit activity and related data is as follows: Outstanding at July 31, 2019 1,912,500 Granted — Vested (400,000 ) Forfeited — Outstanding at April 30, 2020 1,512,500 |
Schedule of Stock Option Activity | A summary of our stock option activity is as follows: Shares Weighted- Aggregate Outstanding at July 31, 2019 7,363,125 $ 1.04 $ — Granted 1,240,000 $ 0.32 $ 4,000 Exercised — $ — — Cancelled (32,500 ) $ 7.46 — Outstanding at April 30, 2020 8,570,625 $ 0.91 $ 401,000 |
Schedule of Fair Value Assumptions | The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Three Months Ended April 30, 2020 Three Months Ended April 30, 2019 Nine Months Ended April 30, 2020 Nine Months Ended April 30, 2019 Volatility — % 82.24 % 79.48 % 75.67 % Risk-free interest rate — % 2.55 % 1.46 % 2.63 % Dividend yield — % — % 0.0 % 0.0 % Expected life — 5.68 years 5.50 years 4.80 years |
Liquidity & Going Concern Unc_2
Liquidity & Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Stock options and warrants | |||||
Net loss | $ 473,000 | $ (1,873,000) | $ (1,318,000) | $ (5,735,000) | |
Cash used in operations | (1,162,000) | (2,334,000) | |||
Cash and cash equivalents | 2,022,000 | $ 340,000 | 2,022,000 | $ 340,000 | $ 398,000 |
Current liabilities | 1,491,000 | 1,491,000 | 738,000 | ||
Accounts payable | $ 1,286,000 | $ 1,286,000 | $ 553,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Computation of basic net loss per share | 1,723,574 | 10,410,890 | 10,496,565 | ||
Impairment of long-lived assets | |||||
Share-based compensation expense | $ 46,000 | $ 593,000 | $ 2,337,000 | ||
Net Product Sales [Member] | Customer Concentration Risk [Member] | Individual Customer One [Member] | |||||
Concentration risk percentage | 22.00% | 13.00% | 17.00% | 12.00% | |
Net Product Sales [Member] | Customer Concentration Risk [Member] | Individual Customer Two [Member] | |||||
Concentration risk percentage | 11.00% | 12.00% | 12.00% | 11.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration risk percentage | 17.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers Two [Member] | |||||
Concentration risk percentage | 11.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Concentration risk percentage | 10.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration risk percentage | 17.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration risk percentage | 11.00% | ||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | |||||
Concentration risk percentage | 63.00% | 15.00% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | |||||
Concentration risk percentage | 15.00% | ||||
Purchases [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | |||||
Concentration risk percentage | 63.00% | 13.00% | 45.00% | 17.00% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Inventories (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Accounting Policies [Abstract] | ||
Raw materials | $ 3,000 | $ 30,000 |
Finished goods | 279,000 | 147,000 |
Inventory, net | $ 282,000 | $ 177,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 09, 2020 | Oct. 02, 2019 | Feb. 19, 2019 | Aug. 16, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | Oct. 31, 2017 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2019 |
Value of common stock shares | $ 2,000,000 | $ 2,830,000 | $ 1,497,000 | ||||||||
Proceeds from warrant exercise | 840,000 | ||||||||||
2014 Warrants [Member] | |||||||||||
Warrant expense | $ 960,000 | ||||||||||
Business Development Services [Member] | Two Year Service Agreement [Member] | |||||||||||
Number of common shares issued for services | 50,000 | ||||||||||
Value of shares issued for services | $ 0 | $ 6,000 | $ 51,000 | $ 4,000 | $ 19,000 | ||||||
Dale Okuno [Member] | |||||||||||
Proceeds from issuance of private placement | $ 450,000 | ||||||||||
Dale Okuno [Member] | 2014 Warrants [Member] | |||||||||||
Warrants to purchase shares of common stock | 213,333 | ||||||||||
Proceeds from warrant exercise | $ 74,666 | ||||||||||
Mr. Tom Y. Lee [Member] | |||||||||||
Investments amount | $ 1,000,000 | ||||||||||
Proceeds from issuance of private placement | 650,500 | ||||||||||
Investment cash | 500,000 | ||||||||||
Cancellation of indebtedness amount | 500,000 | ||||||||||
Mr. Tom Y. Lee [Member] | 2014 Warrants [Member] | |||||||||||
Warrants to purchase shares of common stock | 2,133,333 | ||||||||||
Proceeds from warrant exercise | $ 746,666 | ||||||||||
Ivan Chen [Member] | |||||||||||
Proceeds from issuance of private placement | 52,000 | ||||||||||
Three Holders [Member] | 2014 Warrants [Member] | |||||||||||
Warrants to purchase shares of common stock | 2,399,999 | ||||||||||
Proceeds from warrant exercise | $ 840,000 | ||||||||||
Three Holders [Member] | 2014 Warrants [Member] | Minimum [Member] | |||||||||||
Warrants exercise price per share | $ 0.35 | ||||||||||
Three Holders [Member] | 2014 Warrants [Member] | Maximum [Member] | |||||||||||
Warrants exercise price per share | $ 0.75 | ||||||||||
Private Placement [Member] | |||||||||||
Value of common stock shares | $ 830,000 | $ 1,500,000 | |||||||||
Number of common stock shares issued | 2,862,068 | 3,333,964 | |||||||||
Price per share | $ 0.29 | $ 0.45 | |||||||||
Proceeds from issuance of private placement | $ 830,000 | $ 1,500,000 | |||||||||
Conversion amount | $ 500,000 | ||||||||||
Private Placement [Member] | Tom Y Lee [Member] | |||||||||||
Investments amount | 290,000 | ||||||||||
Private Placement [Member] | Dale Okuno [Member] | |||||||||||
Investments amount | $ 250,000 | ||||||||||
Private Placement [Member] | Accredited Investors [Member] | |||||||||||
Proceeds from issuance of private placement | $ 2,000,000 | ||||||||||
Shares issued during period, shares | 6,896,551 | ||||||||||
Stock price per share | $ 0.29 | ||||||||||
Discount rate on closing price, percentage | 20.00% | ||||||||||
Private Placement [Member] | Accredited Investors [Member] | Net Proceeds After Expenses Deductions [Member] | |||||||||||
Proceeds from issuance of private placement | $ 2,000,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 29, 2016 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units, granted | |||||
Number of units, vested | 400,000 | ||||
Number of units, unvested | 1,512,500 | 1,912,500 | |||
Share-based compensation | $ 1,330,000 | $ 382,000 | |||
Unrecognized non-cash compensation costs | |||||
Options expirations term | 4 years 8 months 12 days | ||||
Options issued to purchase common stock exercisable | 7,355,417 | ||||
Weighted average exercise price | $ 0.99 | ||||
Weighted average contractual term | 4 years 4 days | ||||
Weighted average grant date fair value for options granted | $ 0.21 | ||||
Unrecognized compensation cost of unvested stock option grants | $ 205,000 | ||||
Weighted-average contractual term of expected to vest | 1 year 5 months 20 days | ||||
2007 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vesting period | 10 years | ||||
Common stock shares increase under the plan | 4,000,000 | ||||
Share-based compensation, expiration date | Feb. 4, 2026 | ||||
Number of shares available for issuance under the plan | 1,185,000 | ||||
2017 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vesting period | 10 years | ||||
Number of shares available for issuance under the plan | 831,000 | ||||
Common stock, shares reserved | 5,000,000 | ||||
Employees, Officers and Directors [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options issued to purchase common stock | 1,240,000 | ||||
Fair value of options issued to purchase common stock | $ 265,000 | ||||
Option vested description | The vesting terms of the options vary between one and two years and carry a ten year term. | ||||
Mr. Pfanzelter [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares units vested amount | $ 739,000 | ||||
Restricted Stock Unit Awards (RSU's) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units, granted | 1,912,500 | ||||
Number of units, vested | 1,512,500 | 1,456,250 | |||
Number of units, unvested | 456,250 | ||||
Number of units, unvested, fair value | $ 211,200 | ||||
Compensation cost recognized | $ 211,000 | ||||
Share-based compensation | 1,007,000 | ||||
Restricted stock units vested description | These RSUs are issued upon settlement date which is defined as "for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee's Service ceases for any reason and such cessation constitutes a "separation from service" within the meaning of Section 409A of the Code; (iii) the date of Grantee's death or (iv) the date of a Change in Control that constitutes a "change in control event" within the meaning of Section 409A of the Code". | ||||
Restricted Stock Unit Awards (RSU's) [Member] | Henry R. Lambert [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost recognized | $ 162,000 | ||||
Stock issued during period, shares, share-based compensation | 400,000 | ||||
Restricted Stock Unit Awards (RSU's) [Member] | Shares Vested During Period [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost recognized | $ 49,000 | ||||
Restricted Stock Unit Awards (RSU's) [Member] | Consultants and Others [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vesting period | 2 years | ||||
Restricted Stock Unit Awards (RSU's) [Member] | Consultants and Others [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vesting period | 10 years | ||||
Restricted Stock Unit Awards (RSU's) [Member] | Mr. Pfanzelter [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares units vested amount | $ 489,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Activity (Details) | 9 Months Ended |
Apr. 30, 2020shares | |
Share-based Payment Arrangement [Abstract] | |
Outstanding, Beginning balance | 1,912,500 |
Granted | |
Vested | (400,000) |
Forfeited | |
Outstanding, Ending balance | 1,512,500 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Apr. 30, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Options Outstanding Shares, Beginning Balance | 7,363,125 |
Options Granted, Shares | 1,240,000 |
Options Exercised, Shares | |
Options Cancelled, Shares | (32,500) |
Options Outstanding Shares, Ending Balance | 8,570,625 |
Weighted- Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 1.04 |
Weighted- Average Exercise Price Granted | $ / shares | 0.32 |
Weighted- Average Exercise Price Exercised | $ / shares | |
Weighted- Average Exercise Price Cancelled | $ / shares | 7.46 |
Weighted- Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 0.91 |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ | |
Aggregate Intrinsic Value Outstanding, Granted | 4,000 |
Aggregate Intrinsic Value Outstanding, Ending Balance | $ | $ 401,000 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Fair Value Assumptions (Details) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Volatility | 0.00% | 82.24% | 79.48% | 75.67% |
Risk-free interest rate | 0.00% | 2.55% | 1.46% | 2.63% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life | 0 years | 5 years 8 months 5 days | 5 years 6 months | 4 years 9 months 18 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Harmony Bioscience, Inc [Member] | ||
Due to related parties | $ 124,000 | |
Officers and Directors [Member] | ||
Due to related parties | $ 60,000 | $ 60,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Manufacturing Supply and License Agreement [Member] - Packers Sanitation Services, Inc [Member] | May 15, 2020 |
Term of contract | 1 year |
Renewal term option | 4 years |