Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Oct. 30, 2023 | Jan. 31, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jul. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity File Number | 001-14468 | ||
Entity Registrant Name | PURE Bioscience, Inc. | ||
Entity Central Index Key | 0001006028 | ||
Entity Tax Identification Number | 33-0530289 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 771 Jamacha Rd. | ||
Entity Address, Address Line Two | #512 | ||
Entity Address, City or Town | El Cajon | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92019 | ||
City Area Code | (619) | ||
Local Phone Number | 596-8600 | ||
Title of 12(g) Security | Common Stock, $0.01 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,905,000 | ||
Entity Common Stock, Shares Outstanding | 111,856,473 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg and Company, P.A | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,095,000 | $ 3,391,000 |
Accounts receivable | 285,000 | 201,000 |
Inventories, net | 88,000 | 179,000 |
Restricted cash | 75,000 | 75,000 |
Prepaid expenses | 61,000 | 18,000 |
Total current assets | 1,604,000 | 3,864,000 |
Property, plant and equipment, net | 221,000 | 620,000 |
Total assets | 1,825,000 | 4,484,000 |
Current liabilities | ||
Accounts payable | 422,000 | 488,000 |
Accrued liabilities | 110,000 | 87,000 |
Total current liabilities | 532,000 | 575,000 |
Long-term liabilities | ||
Note payable to related parties | 1,021,000 | |
Total long-term liabilities | 1,021,000 | |
Total liabilities | 1,553,000 | 575,000 |
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: 150,000,000 shares authorized, 111,856,473 shares issued and outstanding at July 31, 2023, and 111,356,473 shares issued and outstanding at July 31, 2022 | 1,119,000 | 1,114,000 |
Additional paid-in capital | 132,398,000 | 132,079,000 |
Accumulated deficit | (133,245,000) | (129,284,000) |
Total stockholders’ equity | 272,000 | 3,909,000 |
Total liabilities and stockholders’ equity | 1,825,000 | 4,484,000 |
Related Party [Member] | ||
Long-term liabilities | ||
Note payable to related parties | $ 1,021,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2023 | Jul. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 111,856,473 | 111,356,473 |
Common stock, shares outstanding | 111,856,473 | 111,356,473 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Total revenue | $ 1,877,000 | $ 1,853,000 |
Cost of goods sold | 906,000 | 853,000 |
Gross Profit | 971,000 | 1,000,000 |
Operating costs and expenses | ||
Selling, general and administrative | 4,302,000 | 4,051,000 |
Research and development | 297,000 | 319,000 |
Impairment of fixed assets | 315,000 | 55,000 |
Impairment of intangibles | 299,000 | |
Total operating costs and expenses | 4,914,000 | 4,724,000 |
Loss from operations | (3,943,000) | (3,724,000) |
Other income (expense) | ||
Interest expense, net | (14,000) | (6,000) |
Other income (expense), net | (4,000) | |
Gain on extinguishment of indebtedness, net | 239,000 | |
Total other income (expense) | (18,000) | 233,000 |
Net loss | $ (3,961,000) | $ (3,491,000) |
Basic net loss per share | $ (0.04) | $ (0.04) |
Diluted net loss per share | $ (0.04) | $ (0.04) |
Shares used in computing basic net loss per share | 111,404,418 | 88,835,424 |
Shares used in computing diluted net loss per share | 111,404,418 | 88,835,424 |
Product [Member] | ||
Total revenue | $ 1,871,000 | $ 1,813,000 |
Royalty [Member] | ||
Total revenue | $ 6,000 | $ 40,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Jul. 31, 2021 | $ 873,000 | $ 128,253,000 | $ (125,793,000) | $ 3,333,000 |
Balance, shares at Jul. 31, 2021 | 87,223,141 | |||
Issuance of common stock in private placements to related parties, net | $ 233,000 | 3,267,000 | 3,500,000 | |
Issuance of common stock in private placements to related parties, net, shares | 23,333,332 | |||
Share-based compensation expense - stock options | 465,000 | 465,000 | ||
Share-based compensation expense - restricted stock units | 102,000 | 102,000 | ||
Issuance of common stock for vested restricted stock units | $ 8,000 | (8,000) | ||
Issuance of common stock for vested restricted stock units, shares | 800,000 | |||
Net loss | (3,491,000) | (3,491,000) | ||
Balance at Jul. 31, 2022 | $ 1,114,000 | 132,079,000 | (129,284,000) | 3,909,000 |
Balance, shares at Jul. 31, 2022 | 111,356,473 | |||
Share-based compensation expense - stock options | 262,000 | 262,000 | ||
Share-based compensation expense - restricted stock units | 62,000 | 62,000 | ||
Issuance of common stock for vested restricted stock units | $ 5,000 | (5,000) | ||
Issuance of common stock for vested restricted stock units, shares | 500,000 | |||
Net loss | (3,961,000) | (3,961,000) | ||
Balance at Jul. 31, 2023 | $ 1,119,000 | $ 132,398,000 | $ (133,245,000) | $ 272,000 |
Balance, shares at Jul. 31, 2023 | 111,856,473 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Operating activities | ||
Net loss | $ (3,961,000) | $ (3,491,000) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Share-based compensation | 324,000 | 567,000 |
Impairment of fixed assets | 315,000 | 55,000 |
Depreciation and amortization | 117,000 | 213,000 |
Reserve for inventory obsolescence | 34,000 | 75,000 |
Impairment of intangibles | 299,000 | |
Gain on extinguishment of indebtedness | (239,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (84,000) | 167,000 |
Inventories | 57,000 | 78,000 |
Prepaid expenses | (43,000) | 14,000 |
Accounts payable and accrued liabilities | (43,000) | (156,000) |
Interest on note payable | 6,000 | |
Net cash used in operating activities | (3,278,000) | (2,418,000) |
Investing activities | ||
Purchases of property, plant and equipment | (33,000) | (81,000) |
Net cash used in investing activities | (33,000) | (81,000) |
Financing activities | ||
Net proceeds from note payable to related parties | 1,015,000 | |
Net proceeds from the sale of common stock | 3,500,000 | |
Net cash provided by financing activities | 1,015,000 | 3,500,000 |
Net (decrease) and increase in cash, cash equivalents, and restricted cash | (2,296,000) | 1,001,000 |
Cash, cash equivalents, and restricted cash at beginning of year | 3,466,000 | 2,465,000 |
Cash, cash equivalents, and restricted cash at end of year | 1,170,000 | 3,466,000 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents | 1,095,000 | 3,391,000 |
Restricted cash | 75,000 | 75,000 |
Total cash, cash equivalents and restricted cash | 1,170,000 | 3,466,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for taxes | $ 5,000 | $ 2,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business All references to “PURE,” “we”, “our,” and “us” refer to PURE Bioscience, Inc. and our wholly owned subsidiary. PURE Bioscience, Inc. is focused on developing and commercializing our proprietary antimicrobial products that provide solutions to the health and environmental challenges of pathogen and hygienic control. Our technology platform is based on patented stabilized ionic silver, and our initial products contain silver dihydrogen citrate, or SDC. SDC is a broad-spectrum, non-toxic antimicrobial agent that is manufactured as a liquid delivered in various concentrations. We currently distribute and contract the manufacture and distribution of our SDC-based disinfecting and sanitizing products. We also contract manufacture and sell SDC-based formulations to manufacturers for use as a raw material ingredient in the production of personal care products. We believe our technology platform has potential application in a number of industries. We intend to focus our current resources on providing food safety solutions to the food industry. We were incorporated in the state of California in August 1992 as Innovative Medical Services. In September 2003, we changed our name to PURE Bioscience. In March 2011, we reincorporated in the state of Delaware. We operate in one business segment. Liquidity and Going Concern We have a history of recurring losses, and as of July 31, 2023 we have incurred a cumulative net loss of $ 133,245,000 3,961,000 1,877,000 3,311,000 1,095,000 Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources. Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot ensure that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETIH2O Inc., a Nevada corporation. ETIH2O Inc. has no business and no material assets or liabilities and there have been no significant transactions related to ETIH2O Inc. during the periods presented in the consolidated financial statements. All inter-company balances and transactions have been eliminated. Revenue Recognition Effective August 1, 2018, we adopted the Financial Accounting Standards Board or the FASB, Accounting Standards Codification or ASC, Topic 606, Revenue from Contracts with Customers or 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 residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE ® ® Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns. Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales. We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. A summary of our revenue by product type for the fiscal years ended July 31, 2023 and 2022 is as follows: Summary of Revenue by Product 2023 2022 July 31, 2023 2022 PURE Hard Surface $ 1,786,000 $ 1,498,000 SILVÉRION 85,000 315,000 Revenue $ 1,871,000 $ 1,813,000 Variable Consideration We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities from the purchase date of three months or less. Restricted Cash The Company is required to maintain $ 75,000 Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. Management determined no allowance for doubtful accounts was necessary at July 31, 2023 and 2022. Inventories Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At July 31, 2023 and 2022, the Company determined that an additional reserve for inventory obsolescence of $ 34,000 75,000 Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of our property, plant, and equipment range from three to ten years. Capitalized costs associated with leasehold improvements are depreciated over the lesser of the useful life of the asset or the remaining life of the lease. Depreciation is generally included in selling, general and administrative expense. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the year ended July 31, 2023, management performed its annual impairment test and determined that its forecasted operations could no longer support $ 237,000 of manufacturing equipment previously capitalized as fixed assets, and as such an impairment was recognized. In addition, we wrote down $ 78,000 55,000 Patents We have filed a number of patent applications with the United States Patent and Trademark Office and in foreign countries. Certain legal and related costs incurred in connection with pending patent applications have been capitalized. Costs related to successful patent applications in prior years were capitalized and were amortized over the lesser of the remaining useful life of the related technology or the remaining patent life, commencing on the date the patent is issued. Costs related to patent applications are expensed in the period and recorded as a component of selling, general and administrative expense. Impairment of Long-Lived Assets In accordance with GAAP, if indicators of impairment exist, we assess the recoverability of the affected long-lived assets, including our capitalized patent costs, 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 July 31, 2023, management performed its annual impairment test and determined that its forecasted operations could no longer support $ 237,000 78,000 299,000 Shipping and Handling Costs Shipping and handling costs incurred by us for product shipments are included in cost of goods sold. Research and Development Costs Research and development costs are expensed as incurred. Share-Based Compensation We periodically issue stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for such grants issued and vesting to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. We estimate the fair value of share-based payment awards at the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. Concentrations Gross sales 24 10 14 13 10 10 Accounts receivable. 28 17 15 13 Purchases. 19 19 Accounts payable. 29 25 Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets to the amount expected to be realized. Income (Loss) Per Share Basic 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 July 31, 2023 and 2022, stock options, shares issuable upon the conversion of debt, and shares issuable under restricted stock unit awards of 14,220,381 7,291,625 , respectively, have been excluded from the computation of diluted shares outstanding. Segments We operate in one Reclassification For the fiscal year ended July 31, 2022, $ 55,000 Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments or ASC 326. The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivable. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As small business filer, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options or ASU 2021-04. ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | 3. Balance Sheet Details Inventories consist of the following: Schedule of Inventories 2023 2022 July 31, 2023 2022 Raw materials $ 11,000 $ 19,000 Finished goods 77,000 160,000 Inventories $ 88,000 $ 179,000 Inventories at July 31, 2023 and 2022, are net of a reserve for inventory obsolescence of $ 259,000 225,000 Property, plant, and equipment consist of the following: Schedule of Property Plant and Equipment 2023 2022 July 31, 2023 2022 Computers and equipment $ 1,615,000 $ 1,582,000 Construction in progress — 78,000 Property, plant, and equipment, gross 1,615,000 1,660,000 Less accumulated depreciation (1,394,000 ) (1,040,000 ) Property, plant, and equipment, net $ 221,000 $ 620,000 As of July 31, 2023, management performed its annual impairment test and determined that its forecasted operations could no longer support $ 237,000 78,000 Depreciation expense for the years ended July 31, 2023 and 2022 was $ 117,000 146,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies Legal From time to time, we could become involved in disputes and various litigation matters that arise in the normal course of business. Lawsuits against us or our officers or directors by employees, former employees, stockholders, partners, customers, or others, or actions taken by regulatory authorities, could be very costly and substantially disrupt our business. Such lawsuits and actions are not uncommon, and we may not be able to resolve such disputes or actions on terms favorable to us, and there may not be sufficient capital resources available to defend such actions effectively, or at all. As of July 31, 2023, there were no material lawsuits against the Company. Manufacturing Effective June 9, 2019, we entered into a five-year manufacturing supply agreement with Intercon Chemical Company or ICC with a three-year renewal term option or the Manufacturing Supply Agreement. The agreement consists of manufacturing, packaging, and distribution of PURE’s SDC-based products and contains no mandatory purchase commitment levels. The Manufacturing Supply Agreement provides: ● ICC licenses PURE’s patents and technology know-how for the non-exclusive manufacture of PURE’s SDC-based products. ● ICC will invest in plant improvements to allow for expanded SDC production. ● ICC’s R&D team will collaborate on SDC product line development. The Manufacturing Supply Agreement may be terminated by mutual written consent, or by either party upon the material breach of the terms of the agreement by the other party. Silver is the primary active ingredient in SDC and is a readily available commodity. The other active and inactive ingredients in our products are readily available from multiple sources. |
Debt
Debt | 12 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Note Purchase Agreement with Related Parties On July 3, 2023, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes (the “Notes”, collectively with the Note Purchase Agreement, the “Note Documents”) with an aggregate principal balance of $ 1,015,000 1.8 Messrs. Tom Y. Lee and Ivan Chen, each members of the Company’s Board of Directors (the “Board”) invested $ 1,000,000 15,000 The Note Documents provided that the interest to the Lender shall accrue at the rate of 7.55 Conversion. the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments. Further, in the event of certain corporate transactions, all outstanding principal and unpaid accrued interest due on such Notes shall be automatically converted into conversion shares on the trading day immediately prior to the closing date of such corporate transaction. The number of shares to be issued upon such conversion shall be based on the VWAP on the last trading day prior to the public announcement of the execution of the definitive documents with respect to such transaction. Events of Default Covenants During the year ended July 31, 2023, interest of $ 6,000 1,021,000 Receipt of CARES funding In April 2021, we were funded $ 239,000 The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. 1.0 two year During the fiscal year ended July 31, 2022, we applied and received loan forgiveness under the provisions of the CARES Act for the entire $ 239,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 6. Stockholders’ Equity Preferred Stock As of July 31, 2023, the Company’s Board of Directors is authorized to issue 5,000,000 0.01 no Common Stock As of July 31, 2023, 150,000,000 0.01 Private Placement Financing from Related Parties – Fiscal Year 2022 On July 15, 2022, we completed a closing or (the “Closing”) of a private placement financing or the Private Placement Financing, to accredited investors or the Investors. We raised $ 3.5 23,333,332 0.15 3,261,250 45,000 48,750 The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended or 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 7. Share-Based Compensation Restricted Stock Units We issue restricted stock unit awards or RSUs, to key management and as compensation for services to consultants and others. The RSUs typically vest over a one to three-year period and carry a ten-year term. Each RSU represents the right to receive one share of common stock, issuable at the time the RSU subsequently settles, as set forth in the Restricted Stock Unit Agreement. We determine that fair value of those awards at the date of grant, and amortize those awards as an expense over the vesting period of the award. The shares earned under the grant are usually issued when the award settles at the end of the term. As of July 31, 2021, there were 1,212,500 1,679,167 During the fiscal years ended July 31, 2023 and 2022, we recognized $ 62,000 102,000 166,667 166,666 no During the fiscal year ended July 31, 2023 and 2022, 500,000 800,000 712,500 These RSUs are issued upon settlement date which is defined as “for each Vested Unit, the earliest of (i) the ten-year anniversary of the Grant Date; (ii) sixty days after the date the Grantee’s Service ceases for any reason and such cessation constitutes a “separation from service” within the meaning of Section 409A of the Code; (iii) the date of Grantee’s death or (iv) the date of a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code”. A summary of our restricted stock unit activity and related data is as follows: Schedule of Restricted Stock Activity Total RSU Shares Vested and Issuable Outstanding at July 31, 2021 2,012,500 1,679,167 Granted — — Vested — 166,666 Delivered (800,000 ) (800,000 ) Forfeited — — Outstanding at July 31, 2022 1,212,500 1,045,833 Granted — — Vested — 166,667 Delivered (500,000 ) (500,000 ) Forfeited — — Outstanding at July 31, 2023 712,500 712,500 Stock Option Plans 2007 Equity Incentive Plan In February 2016, we amended and restated our 2007 Equity Incentive Plan, or the 2007 Plan, to, among other changes, increase the number of shares of common stock issuable under the 2007 Plan by 4,000,000 February 4, 2026 10 971,000 2017 Equity Incentive Plan In January 2021, we amended and restated our 2017 Equity Incentive Plan, or the 2017 Plan, to, among other changes, increase the number of shares of common stock issuable under the 2017 Plan by 5,000,000 10 4,751,000 Stock Option Activity During the fiscal year ended July 31, 2023, the Compensation Committee of the Board of Directors granted 1,935,000 241,000 The vesting terms of the options vary between one and two years and carry a ten year term During the fiscal year ended July 31, 2022, the Compensation Committee of the Board of Directors granted 170,000 36,000 vest between one and three years and carry a ten-year term. A summary of our stock option activity for the fiscal years ended July 31, 2023 and 2022 is as follows: Schedule of Stock Option Activity Shares Weighted- Aggregate Outstanding at July 31, 2021 8,644,125 $ 0.76 $ 124,000 Granted 170,000 $ 0.29 — Exercised — $ — — Cancelled (2,735,000 ) $ 1.04 — Outstanding at July 31, 2022 6,079,125 $ 0.62 $ — Granted 1,935,000 $ 0.20 — Exercised — $ — — Cancelled (1,313,500 ) $ 0.69 — Outstanding at July 31, 2023 6,700,625 $ 0.48 $ — Outstanding Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.22 0.50 4,725,625 7.86 $ 0.32 4,105,208 7.68 $ 0.34 $ 0.51 1.00 1,515,000 6.10 $ 0.76 1,515,000 6.10 $ 0.76 $ 1.01 1.40 460,000 3.84 $ 1.17 460,000 3.84 $ 1.17 6,700,625 7.19 $ 0.48 6,080,208 6.99 $ 0.51 The weighted average expected term of options outstanding at July 31, 2023 was 7.39 For the fiscal year ended July 31, 2023 share-based compensation expense for stock options vesting during the period was $ 262,000 465,000 At July 31, 2023, options to purchase 6,080,208 0.51 6.99 0.15 45,000 0.40 zero We use the Black-Scholes valuation model to calculate the fair value of stock options. Share-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Schedule of Fair Value Assumptions For the years ended July 31, 2023 2022 Volatility 91.90 % 88.35 % Risk-free interest rate 4.00 % 1.17 % Dividend yield 0.0 % 0.0 % Expected life 5.34 5.59 Volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Accordingly, we have assumed no dividend yield for purposes of estimating the fair value of our share-based compensation. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. Certain options granted to consultants are subject to variable accounting treatment and are required to be revalued until vested. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions On July 29, 2019, we entered into a Sublease Agreement or the Sublease with SwabPlus L.P. or SwabPlus, effective July 25, 2019, pursuant to which we subleased certain office and industrial space for our corporate headquarters. The premises are located in Rancho Cucamonga, California. In December 2020, the Sublease expired but we continued to rent on a month-to-month basis. Subsequent to July 31, 2023, our month-to month lease at the Rancho Cucamonga was terminated. The Company now operates 100% virtually. Rent expense, including common area maintenance and real property taxes related to the SwabPlus lease, was $ 142,000 87,000 As of July 31, 2023 and July 31, 2022, accounts payable include $ 103,000 182,000 On July 3, 2023, we entered into the Note Purchase Agreement (see Note 5) with certain Lenders pursuant to which the Company issued the Lenders Notes, with an aggregate principal balance of $ 1,015,000 . The Note Documents provide for subsequent closings for an aggregate offering size of $ 1.8 million in principal balance. Messrs. Tom Y. Lee and Ivan Chen, each members of the Company’s Board of Directors (the “Board”) invested $ 1,000,000 and $ 15,000 respectively in the Private Placement, through affiliates or directly. The disinterested members of the Board approved the Private Placement. Interest expense on the notes payable was $ 6,000 during the year ended July 31, 2023. On October 20, 2023 we issued an additional Note with an aggregate principal of $ 785,000 On July 15, 2022, we completed a closing (the “Closing”) of a private placement financing (the “Private Placement Financing”) to accredited investors (the “Investors”). We raised $ 3.5 23,333,332 0.15 3,261,250 45,000 48,750 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes We file federal and state consolidated tax returns with our subsidiaries. Our income tax provision for the years ended July 31, 2023 and 2022 was $ 1,650 At July 31, 2023, we had federal and state tax net operating loss carry-forwards of approximately $ 110.5 64.5 Our current federal tax loss carry-forwards began expiring in the year ended July 31, 2020 and, unless previously utilized, all but $ 9.1 July 31, 2038 9.1 Our state tax loss carry-forwards began to expire in the year ending July 31, 2029, and will completely expire in the year ending July 31, 2040. Significant components of our deferred tax assets are as follows: Schedule of Deferred Tax Assets 2022 2021 July 31, 2023 2022 Net operating loss carry-forward $ 28,200,000 $ 27,360,000 Stock options and warrants 2,060,000 2,160,000 Other temporary differences 70,000 (10,000 ) Total deferred tax assets 30,330,000 29,510,000 Valuation allowance for deferred tax assets (30,330,000 ) (29,510,000 ) Net deferred tax assets $ — $ — A reconciliation of income taxes computed using the statutory income tax rate, compared to the effective tax rate, is as follows: Schedule of Reconciliation of Income Tax Rate 2023 2022 Federal tax benefit at the expected statutory rate (21 )% (21 )% State income tax, net of federal tax benefit (7 ) (7 ) Other — — Valuation allowance 28 28 Income tax benefit - effective rate — % — % Following authoritative guidance, we recognize the tax benefit from a tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense; however we have had no no The Company and its subsidiaries are subject to federal income tax as well as income tax of multiple state jurisdictions. With few exceptions, the Company is no longer subject to income tax examination by tax authorities in major jurisdictions for tax years prior to 2012. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the carryforwards. The Company is not currently under examination by the IRS or state taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Note with Related Parties On October 20, 2023 we issued a Note to Mr. Lee, a member of the Board, with an aggregate principal of $ 785,000 Debt |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the consolidated accounts of PURE Bioscience, Inc. and its wholly owned subsidiary, ETIH2O Inc., a Nevada corporation. ETIH2O Inc. has no business and no material assets or liabilities and there have been no significant transactions related to ETIH2O Inc. during the periods presented in the consolidated financial statements. All inter-company balances and transactions have been eliminated. |
Revenue Recognition | Revenue Recognition Effective August 1, 2018, we adopted the Financial Accounting Standards Board or the FASB, Accounting Standards Codification or ASC, Topic 606, Revenue from Contracts with Customers or 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 residual protection and formulates well with other compounds. We sell various configurations and dilutions of SDC direct to customers and through distributors. We currently offer PURE ® ® Contract terms for unit price, quantity, shipping and payment are governed by sales agreements and purchase orders which we consider to be a customer’s contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Our direct customer and distributor sales are invoiced based on received purchase orders. Our payment terms on invoiced direct customer and distributor sales range between 30 and 90 days after we satisfy our performance obligation. The majority of our customers are on 30 day payment terms. We currently offer no right of return on invoiced sales and maintain no allowance for sales returns. Shipping and handling are treated as activities to fulfill promises to customers and any amounts billed to a customer, if applicable, represent revenues earned for the goods provided. Costs related to such shipping and handling billings are classified as cost of sales. We do not have significant categories of revenue that may impact how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. A summary of our revenue by product type for the fiscal years ended July 31, 2023 and 2022 is as follows: Summary of Revenue by Product 2023 2022 July 31, 2023 2022 PURE Hard Surface $ 1,786,000 $ 1,498,000 SILVÉRION 85,000 315,000 Revenue $ 1,871,000 $ 1,813,000 Variable Consideration We record revenue from customers in an amount that reflects the transaction price we expect to be entitled to after transferring control of those goods or services. From time to time, we offer sales promotions on our products such as discounts. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, and the disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ materially from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities from the purchase date of three months or less. |
Restricted Cash | Restricted Cash The Company is required to maintain $ 75,000 |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded net of allowances for doubtful accounts. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. Management determined no allowance for doubtful accounts was necessary at July 31, 2023 and 2022. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, and net of a valuation allowance for potential excess or obsolete material. Cost is determined using the average cost method. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At July 31, 2023 and 2022, the Company determined that an additional reserve for inventory obsolescence of $ 34,000 75,000 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of our property, plant, and equipment range from three to ten years. Capitalized costs associated with leasehold improvements are depreciated over the lesser of the useful life of the asset or the remaining life of the lease. Depreciation is generally included in selling, general and administrative expense. Depreciation related to manufacturing is systematically allocated to inventory produced, and expensed through cost of goods sold at the time inventory is sold. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the year ended July 31, 2023, management performed its annual impairment test and determined that its forecasted operations could no longer support $ 237,000 of manufacturing equipment previously capitalized as fixed assets, and as such an impairment was recognized. In addition, we wrote down $ 78,000 55,000 |
Patents | Patents We have filed a number of patent applications with the United States Patent and Trademark Office and in foreign countries. Certain legal and related costs incurred in connection with pending patent applications have been capitalized. Costs related to successful patent applications in prior years were capitalized and were amortized over the lesser of the remaining useful life of the related technology or the remaining patent life, commencing on the date the patent is issued. Costs related to patent applications are expensed in the period and recorded as a component of selling, general and administrative expense. |
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, including our capitalized patent costs, 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 July 31, 2023, management performed its annual impairment test and determined that its forecasted operations could no longer support $ 237,000 78,000 299,000 |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs incurred by us for product shipments are included in cost of goods sold. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Share-Based Compensation | Share-Based Compensation We periodically issue stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for such grants issued and vesting to employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. We estimate the fair value of share-based payment awards at the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. |
Concentrations | Concentrations Gross sales 24 10 14 13 10 10 Accounts receivable. 28 17 15 13 Purchases. 19 19 Accounts payable. 29 25 |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets to the amount expected to be realized. |
Income (Loss) Per Share | Income (Loss) Per Share Basic 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 July 31, 2023 and 2022, stock options, shares issuable upon the conversion of debt, and shares issuable under restricted stock unit awards of 14,220,381 7,291,625 , respectively, have been excluded from the computation of diluted shares outstanding. |
Segments | Segments We operate in one |
Reclassification | Reclassification For the fiscal year ended July 31, 2022, $ 55,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments or ASC 326. The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivable. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As small business filer, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options or ASU 2021-04. ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Revenue by Product | A summary of our revenue by product type for the fiscal years ended July 31, 2023 and 2022 is as follows: Summary of Revenue by Product 2023 2022 July 31, 2023 2022 PURE Hard Surface $ 1,786,000 $ 1,498,000 SILVÉRION 85,000 315,000 Revenue $ 1,871,000 $ 1,813,000 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | Inventories consist of the following: Schedule of Inventories 2023 2022 July 31, 2023 2022 Raw materials $ 11,000 $ 19,000 Finished goods 77,000 160,000 Inventories $ 88,000 $ 179,000 |
Schedule of Property Plant and Equipment | Property, plant, and equipment consist of the following: Schedule of Property Plant and Equipment 2023 2022 July 31, 2023 2022 Computers and equipment $ 1,615,000 $ 1,582,000 Construction in progress — 78,000 Property, plant, and equipment, gross 1,615,000 1,660,000 Less accumulated depreciation (1,394,000 ) (1,040,000 ) Property, plant, and equipment, net $ 221,000 $ 620,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Activity | A summary of our restricted stock unit activity and related data is as follows: Schedule of Restricted Stock Activity Total RSU Shares Vested and Issuable Outstanding at July 31, 2021 2,012,500 1,679,167 Granted — — Vested — 166,666 Delivered (800,000 ) (800,000 ) Forfeited — — Outstanding at July 31, 2022 1,212,500 1,045,833 Granted — — Vested — 166,667 Delivered (500,000 ) (500,000 ) Forfeited — — Outstanding at July 31, 2023 712,500 712,500 |
Schedule of Stock Option Activity | A summary of our stock option activity for the fiscal years ended July 31, 2023 and 2022 is as follows: Schedule of Stock Option Activity Shares Weighted- Aggregate Outstanding at July 31, 2021 8,644,125 $ 0.76 $ 124,000 Granted 170,000 $ 0.29 — Exercised — $ — — Cancelled (2,735,000 ) $ 1.04 — Outstanding at July 31, 2022 6,079,125 $ 0.62 $ — Granted 1,935,000 $ 0.20 — Exercised — $ — — Cancelled (1,313,500 ) $ 0.69 — Outstanding at July 31, 2023 6,700,625 $ 0.48 $ — |
Schedule of Stock Option Outstanding and Exercisable | Outstanding Exercisable Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price $ 0.22 0.50 4,725,625 7.86 $ 0.32 4,105,208 7.68 $ 0.34 $ 0.51 1.00 1,515,000 6.10 $ 0.76 1,515,000 6.10 $ 0.76 $ 1.01 1.40 460,000 3.84 $ 1.17 460,000 3.84 $ 1.17 6,700,625 7.19 $ 0.48 6,080,208 6.99 $ 0.51 |
Schedule of Fair Value Assumptions | Schedule of Fair Value Assumptions For the years ended July 31, 2023 2022 Volatility 91.90 % 88.35 % Risk-free interest rate 4.00 % 1.17 % Dividend yield 0.0 % 0.0 % Expected life 5.34 5.59 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of our deferred tax assets are as follows: Schedule of Deferred Tax Assets 2022 2021 July 31, 2023 2022 Net operating loss carry-forward $ 28,200,000 $ 27,360,000 Stock options and warrants 2,060,000 2,160,000 Other temporary differences 70,000 (10,000 ) Total deferred tax assets 30,330,000 29,510,000 Valuation allowance for deferred tax assets (30,330,000 ) (29,510,000 ) Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Income Tax Rate | A reconciliation of income taxes computed using the statutory income tax rate, compared to the effective tax rate, is as follows: Schedule of Reconciliation of Income Tax Rate 2023 2022 Federal tax benefit at the expected statutory rate (21 )% (21 )% State income tax, net of federal tax benefit (7 ) (7 ) Other — — Valuation allowance 28 28 Income tax benefit - effective rate — % — % |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cumulative net loss | $ 133,245,000 | $ 129,284,000 |
Net loss | 3,961,000 | 3,491,000 |
Revenue | 1,877,000 | 1,853,000 |
Net cash provided by (used) in operating and investing activities | 3,311,000 | |
Cash and cash equivalents | $ 1,095,000 | $ 3,391,000 |
Summary of Revenue by Product (
Summary of Revenue by Product (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Product Information [Line Items] | ||
Revenue | $ 1,871,000 | $ 1,813,000 |
PURE Hard Surface [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,786,000 | 1,498,000 |
SIL VERION [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 85,000 | $ 315,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Jul. 31, 2023 USD ($) Segments shares | Jul. 31, 2022 USD ($) shares | |
Product Information [Line Items] | ||
Restricted cash | $ 75,000 | $ 75,000 |
Net of reserve for inventory obsolescence | 34,000 | 75,000 |
Impairment of long lived assets | 237,000 | |
Impairment of long lived assets to be disposed of | 315,000 | 55,000 |
Impairment of intangibles | $ 299,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 14,220,381 | 7,291,625 |
Number of operating segments | Segments | 1 | |
Selling, General and Administrative Expenses [Member] | ||
Product Information [Line Items] | ||
Impairment of long lived assets to be disposed of | $ 55,000 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customer One [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 24% | 14% |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 10% | 10% |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customer Two [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 13% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Individual Customer Three [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 10% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 28% | 15% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 17% | 13% |
Customer Concentration Risk [Member] | Purchases [Member] | One Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 19% | 19% |
Customer Concentration Risk [Member] | Accounts Payable [Member] | Vendor One [Member] | ||
Product Information [Line Items] | ||
Concentration risk threshold percentage | 29% | 25% |
Construction in Progress [Member] | ||
Product Information [Line Items] | ||
Gain loss on termination of lease | $ 78,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 11,000 | $ 19,000 |
Finished goods | 77,000 | 160,000 |
Inventories | $ 88,000 | $ 179,000 |
Schedule of Property Plant and
Schedule of Property Plant and Equipment (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 1,615,000 | $ 1,660,000 |
Less accumulated depreciation | (1,394,000) | (1,040,000) |
Property, plant, and equipment, net | 221,000 | 620,000 |
Computers and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,615,000 | 1,582,000 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 78,000 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Inventory, reserve | $ 259,000 | $ 225,000 |
Impairment of long lived assets | 237,000 | |
Depreciation expense | 117,000 | $ 146,000 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gain loss on termination of lease | $ 78,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 03, 2023 | Jul. 15, 2022 | Apr. 30, 2021 | Jul. 31, 2023 | Jul. 31, 2022 | |
Line of Credit Facility [Line Items] | |||||
Aggregate offering | $ 3,500,000 | ||||
Interest rate | 7.55% | ||||
Conversion price, description | the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.15 per share and less than or equal to $0.23 per share, subject to certain customary adjustments. Additionally, at any time following July 3, 2024, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.15 per share, subject to certain customary adjustments. | ||||
Interest payable | $ 6,000 | ||||
Long term notes payable | $ 1,021,000 | ||||
California Bank and Trust [Member] | Paycheck Protection Program [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Net proceeds from payroll protection program loan | $ 239,000 | $ 239,000 | |||
Debt description | The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. | ||||
Debt instrument interest percentage | 1% | ||||
Debt instrument term | 2 years | ||||
Private Placement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate offering | $ 3,500,000 | ||||
Private Placement [Member] | Tom Y. Lee [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Investments amount | $ 1,000,000 | 3,261,250 | |||
Private Placement [Member] | Ivan Chen [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Investments amount | 15,000 | $ 45,000 | |||
Note Purchase Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate principal balance | 1,015,000 | ||||
Aggregate offering | $ 1,800,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |||
Jul. 15, 2022 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 03, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Value of common stock shares | $ 3,500,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of common stock shares | $ 3,500,000 | |||
Number of common stock shares issued | 23,333,332 | |||
Price per share | $ 0.15 | |||
Board of Directors [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value | $ 0.01 | |||
Tom Y. Lee [Member] | Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Investments amount | $ 3,261,250 | $ 1,000,000 | ||
Ivan Chen [Member] | Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Investments amount | 45,000 | $ 15,000 | ||
David Rendall [Member] | Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Investments amount | $ 48,750 |
Schedule of Restricted Stock Ac
Schedule of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs) [Member] - shares | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding, Beginning balance | 1,212,500 | 2,012,500 | |
Granted | 1,212,500 | ||
Vested | |||
Delivered | (500,000) | (800,000) | |
Forfeited | |||
Outstanding, Ending balance | 712,500 | 1,212,500 | 2,012,500 |
Vested and Issuable [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding, Beginning balance | 1,045,833 | 1,679,167 | |
Granted | |||
Vested | 166,667 | 166,666 | |
Delivered | (500,000) | (800,000) | |
Forfeited | |||
Outstanding, Ending balance | 712,500 | 1,045,833 | 1,679,167 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Shares, Ending Balance | 6,700,625 | |
Weighted- Average Exercise Price Outstanding, Ending Balance | $ 0.48 | |
2017 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding Shares, Beginning Balance | 6,079,125 | 8,644,125 |
Weighted- Average Exercise Price Outstanding, Beginning Balance | $ 0.62 | $ 0.76 |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 124,000 | |
Shares, Granted | 1,935,000 | 170,000 |
Weighted- Average Exercise Price, Granted | $ 0.20 | $ 0.29 |
Shares, Exercised | ||
Weighted- Average Exercise Price, Exercised | ||
Shares, Cancelled | (1,313,500) | (2,735,000) |
Weighted- Average Exercise Price, Cancelled | $ 0.69 | $ 1.04 |
Options Outstanding Shares, Ending Balance | 6,700,625 | 6,079,125 |
Weighted- Average Exercise Price Outstanding, Ending Balance | $ 0.48 | $ 0.62 |
Aggregate Intrinsic Value Outstanding, Ending Balance |
Schedule of Stock Option Outsta
Schedule of Stock Option Outstanding and Exercisable (Details) | 12 Months Ended |
Jul. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of shares outstanding, outstanding | shares | 6,700,625 |
Weighted Average Remaining Contractual Life, Outstanding | 7 years 2 months 8 days |
Weighted Average Exercise Price, Outstanding | $ 0.48 |
Number of shares outstanding, Exercisable | shares | 6,080,208 |
Weighted Average Remaining Contractual Life, Exercisable | 6 years 11 months 26 days |
Weighted Average Exercise Price, Exercisable | $ 0.51 |
Exercise Price 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices Lower | 0.22 |
Range of Exercise Prices Upper | $ 0.50 |
Number of shares outstanding, outstanding | shares | 4,725,625 |
Weighted Average Remaining Contractual Life, Outstanding | 7 years 10 months 9 days |
Weighted Average Exercise Price, Outstanding | $ 0.32 |
Number of shares outstanding, Exercisable | shares | 4,105,208 |
Weighted Average Remaining Contractual Life, Exercisable | 7 years 8 months 4 days |
Weighted Average Exercise Price, Exercisable | $ 0.34 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices Lower | 0.51 |
Range of Exercise Prices Upper | $ 1 |
Number of shares outstanding, outstanding | shares | 1,515,000 |
Weighted Average Remaining Contractual Life, Outstanding | 6 years 1 month 6 days |
Weighted Average Exercise Price, Outstanding | $ 0.76 |
Number of shares outstanding, Exercisable | shares | 1,515,000 |
Weighted Average Remaining Contractual Life, Exercisable | 6 years 1 month 6 days |
Weighted Average Exercise Price, Exercisable | $ 0.76 |
Exercise Price 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices Lower | 1.01 |
Range of Exercise Prices Upper | $ 1.40 |
Number of shares outstanding, outstanding | shares | 460,000 |
Weighted Average Remaining Contractual Life, Outstanding | 3 years 10 months 2 days |
Weighted Average Exercise Price, Outstanding | $ 1.17 |
Number of shares outstanding, Exercisable | shares | 460,000 |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 10 months 2 days |
Weighted Average Exercise Price, Exercisable | $ 1.17 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Volatility | 91.90% | 88.35% |
Risk-free interest rate | 4% | 1.17% |
Dividend yield | 0% | 0% |
Expected life | 5 years 4 months 2 days | 5 years 7 months 2 days |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Feb. 29, 2016 | Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted-average contractual term of expected to vest | 6 years 11 months 26 days | ||||
Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ 262,000 | $ 465,000 | |||
Unrecognized non-cash compensation costs | $ 45,000 | ||||
Weighted average contractual term | 7 years 4 months 20 days | ||||
Intrinsic value of options outstanding | $ 0 | ||||
Equity Option [Member] | Weighted Average [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average contractual term | 6 years 11 months 26 days | ||||
Weighted average grant date fair value for options exercise | $ 0.51 | ||||
Weighted average grant date fair value for options granted | $ 0.15 | ||||
Weighted-average contractual term of expected to vest | 4 months 24 days | ||||
Equity Option [Member] | Common Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of units, vested | 6,080,208 | ||||
Employees Officers Directors and Consultants [Member] | Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options issued to purchase common stock | 1,935,000 | 170,000 | |||
Fair value of options issued to purchase common stock | $ 241,000 | $ 36,000 | |||
Option vested description | The vesting terms of the options vary between one and two years and carry a ten year term | vest between one and three years and carry a ten-year term. | |||
2007 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock shares increase under the plan | 4,000,000 | ||||
Share-based compensation, expiration date | Feb. 04, 2026 | ||||
Share-based compensation, vesting period | 10 years | ||||
Number of shares available for issuance under the plan | 971,000 | ||||
2017 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of units delivered | 1,935,000 | 170,000 | |||
Common stock shares increase under the plan | 5,000,000 | ||||
Share-based compensation, vesting period | 10 years | ||||
Number of shares available for issuance under the plan | 4,751,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of units, outstanding | 1,212,500 | ||||
Number of units, vested and issuable | 712,500 | 1,212,500 | 2,012,500 | ||
Share-based compensation | $ 62,000 | $ 102,000 | |||
Restricted stock options vested | 166,667 | 166,666 | |||
Unrecognized non-cash compensation costs | $ 0 | ||||
Number of units delivered | 500,000 | 800,000 | |||
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”. | ||||
Number of units, vested | |||||
Restricted Stock Units (RSUs) [Member] | Vested and Issuable [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of units, outstanding | |||||
Number of units, vested and issuable | 712,500 | 1,045,833 | 1,679,167 | ||
Number of units, vested | 166,667 | 166,666 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jul. 03, 2023 | Jul. 15, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Oct. 20, 2023 | |
Accounts payable | $ 422,000 | $ 488,000 | |||
Value of common stock shares | 3,500,000 | ||||
Increase (Decrease) in Interest Payable, Net | 6,000 | ||||
Private Placement [Member] | |||||
Value of common stock shares | $ 3,500,000 | ||||
Number of common stock shares issued | 23,333,332 | ||||
Price per share | $ 0.15 | ||||
Private Placement [Member] | Tom Y. Lee [Member] | |||||
Investments amount | $ 1,000,000 | $ 3,261,250 | |||
Private Placement [Member] | Ivan Chen [Member] | |||||
Investments amount | 15,000 | 45,000 | |||
Private Placement [Member] | David Rendall [Member] | |||||
Investments amount | $ 48,750 | ||||
Note Purchase Agreement [Member] | |||||
Aggregate principal amount | 1,015,000 | ||||
Value of common stock shares | $ 1,800,000 | ||||
Note Purchase Agreement [Member] | Mr Lee [Member] | Subsequent Event [Member] | |||||
Aggregate principal amount | $ 785,000 | ||||
Board Fees due to Officers and Directors [Member] | |||||
Accounts payable | 103,000 | 182,000 | |||
Sublease Agreement [Member] | SwabPlus L.P. [Member] | |||||
Rent expense | $ 142,000 | $ 87,000 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 28,200,000 | $ 27,360,000 |
Stock options and warrants | 2,060,000 | 2,160,000 |
Other temporary differences | 70,000 | (10,000) |
Total deferred tax assets | 30,330,000 | 29,510,000 |
Valuation allowance for deferred tax assets | (30,330,000) | (29,510,000) |
Net deferred tax assets |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Tax Rate (Details) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | (21.00%) | (21.00%) |
State income tax, net of federal tax benefit | (7.00%) | (7.00%) |
Other | ||
Valuation allowance | 28% | 28% |
Income tax benefit - effective rate |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Provision for income tax | $ 1,650 | $ 1,650 | |
Federal operating loss carry forwards | 110,500,000 | ||
Operating loss carryforwards, state | 64,500,000 | ||
Accrued interest or penalties | 0 | 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Federal [Member] | Previously Utilized [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Federal operating loss carry forwards | $ 9,100,000 | ||
Operating loss carryforwards, expiration date | Jul. 31, 2038 | ||
Federal [Member] | Carried Forward Indefinitely [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Federal operating loss carry forwards | $ 9,100,000 | ||
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, expiration date description | Our state tax loss carry-forwards began to expire in the year ending July 31, 2029, and will completely expire in the year ending July 31, 2040. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Note Purchase Agreement [Member] - USD ($) | Oct. 20, 2023 | Jul. 03, 2023 |
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 1,015,000 | |
Mr Lee [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 785,000 |