Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jan. 31, 2021 | Mar. 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Rafael Holdings, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --07-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001713863 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jan. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 000-55863 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Class A common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 787,163 | |
Class B common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 15,884,473 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,086 | $ 6,206 |
Trade accounts receivable, net of allowance for doubtful accounts of $117 and $218 at January 31, 2021 and July 31, 2020, respectively | 124 | 267 |
Due from Rafael Pharmaceuticals | 360 | 118 |
Prepaid expenses and other current assets | 116 | 273 |
Assets held for sale | 2,968 | |
Total current assets | 6,686 | 9,832 |
Property and equipment, net | 43,760 | 44,433 |
Equity investment – RP Finance LLC | 383 | 192 |
Due from RP Finance LLC | 3,750 | |
Investments – Rafael Pharmaceuticals | 79,141 | 70,018 |
Investments – Other Pharmaceuticals | 477 | 1,201 |
Investments – Hedge Funds | 8,943 | 7,510 |
Deferred income tax assets, net | 6 | |
In-process research and development and patents | 1,575 | 1,575 |
Other assets | 1,534 | 1,580 |
TOTAL ASSETS | 146,249 | 136,347 |
CURRENT LIABILITIES | ||
Trade accounts payable | 495 | 921 |
Accrued expenses | 643 | 1,191 |
Amount due for purchase of membership interest | 9,500 | 3,500 |
Other current liabilities | 162 | 115 |
Due to related parties | 29 | |
Total current liabilities | 10,829 | 5,727 |
Other liabilities | 33 | 92 |
TOTAL LIABILITIES | 10,862 | 5,819 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY | ||
Additional paid-in capital | 142,746 | 129,136 |
Accumulated deficit | (25,866) | (16,255) |
Accumulated other comprehensive income related to foreign currency translation adjustment | 3,761 | 3,762 |
Total equity attributable to Rafael Holdings, Inc. | 120,804 | 116,800 |
Noncontrolling interests | 14,583 | 13,728 |
TOTAL EQUITY | 135,387 | 130,528 |
TOTAL LIABILITIES AND EQUITY | 146,249 | 136,347 |
Class A common stock | ||
EQUITY | ||
Common stock value | 8 | 8 |
TOTAL EQUITY | 8 | 8 |
Class B common stock | ||
EQUITY | ||
Common stock value | 155 | 149 |
TOTAL EQUITY | $ 155 | $ 149 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Allowance for doubtful accounts (in Dollars) | $ 117 | $ 218 |
Class A common stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 787,163 | 787,163 |
Common stock, shares outstanding | 787,163 | 787,163 |
Class B common stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 15,664,476 | 15,034,598 |
Common stock, shares outstanding | 15,652,120 | 15,028,536 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
REVENUE | ||||
Rental – Third Party | $ 190 | $ 370 | $ 426 | $ 716 |
Rental – Related Party | 527 | 527 | 1,047 | 1,047 |
Parking | 122 | 219 | 299 | 443 |
Other – Related Party | 120 | 120 | 240 | 240 |
Total revenue | 959 | 1,236 | 2,012 | 2,446 |
COSTS AND EXPENSES | ||||
Selling, general and administrative | 2,767 | 2,221 | 5,359 | 4,262 |
Research and development | 1,568 | 448 | 2,083 | 693 |
Depreciation and amortization | 441 | 473 | 878 | 939 |
Impairment – Altira | 7,000 | 7,000 | ||
Loss from operations | (10,817) | (1,906) | (13,308) | (3,448) |
Interest (expense) income, net | (1) | 33 | (1) | (31) |
Net loss resulting from foreign exchange transactions | (5) | |||
Gain on sale of building | 749 | |||
Impairment of investments - Other Pharmaceuticals | (724) | |||
Unrealized gain on investments - Hedge Funds | 2,489 | 557 | 3,433 | 520 |
Loss before income taxes | (8,329) | (1,316) | (9,851) | (2,964) |
Provision for income taxes | (4) | (12) | (9) | (16) |
Equity in earnings of RP Finance | 96 | 192 | ||
Consolidated net loss | (8,237) | (1,328) | (9,668) | (2,980) |
Net loss attributable to noncontrolling interests | (72) | (75) | (57) | (129) |
Net loss attributable to Rafael Holdings, Inc. | (8,165) | (1,253) | (9,611) | (2,851) |
OTHER COMPREHENSIVE LOSS | ||||
Net loss | (8,237) | (1,328) | (9,668) | (2,980) |
Foreign currency translation adjustment | 37 | (34) | (1) | (28) |
Total comprehensive loss | (8,200) | (1,362) | (9,669) | (3,008) |
Comprehensive loss attributable to noncontrolling interests | 10 | (18) | (11) | (16) |
Total comprehensive loss attributable to Rafael Holdings, Inc. | $ (8,210) | $ (1,344) | $ (9,658) | $ (2,992) |
Loss per share | ||||
Basic and diluted (in Dollars per share) | $ (0.50) | $ (0.08) | $ (0.60) | $ (0.18) |
Weighted average number of shares used in calculation of loss per share | ||||
Basic and diluted (in Shares) | 16,172,421 | 15,790,400 | 15,997,571 | 15,715,442 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid - in Capital | Accumulated Deficit | Accumulated other comprehensive income | Noncontrolling interests | Common Stock, Series A | Common Stock, Series B |
Balance at Jul. 31, 2019 | $ 124,764 | $ 112,898 | $ (5,840) | $ 3,784 | $ 13,783 | $ 8 | $ 131 |
Balance (in Shares) at Jul. 31, 2019 | 787,163 | 13,142,502 | |||||
Net loss | (2,980) | (2,851) | (129) | ||||
Stock-based compensation | 203 | 203 | |||||
Stock-based compensation (in Shares) | 20,863 | ||||||
Stock-based compensation to Board of Directors | 208 | 208 | |||||
Stock-based compensation to Board of Directors (in Shares) | 12,609 | ||||||
Shares issued for convertible debt | 15,668 | 15,650 | $ 18 | ||||
Shares issued for convertible debt (in Shares) | 1,849,749 | ||||||
Shares withheld for payroll taxes | (116) | (116) | |||||
Shares withheld for payroll taxes (in Shares) | (5,238) | ||||||
Conversion of LipoMedix Bridge Notes | 200 | 200 | |||||
Foreign currency translation adjustment | (28) | (28) | |||||
Balance at Jan. 31, 2020 | 137,919 | 128,843 | (8,691) | 3,756 | 13,854 | $ 8 | $ 149 |
Balance (in Shares) at Jan. 31, 2020 | 787,163 | 15,020,485 | |||||
Balance at Oct. 31, 2019 | 138,962 | 128,642 | (7,438) | 3,790 | 13,811 | $ 8 | $ 149 |
Balance (in Shares) at Oct. 31, 2019 | 787,163 | 14,997,251 | |||||
Net loss | (1,328) | (1,253) | (75) | ||||
Stock-based compensation | 109 | 109 | |||||
Stock-based compensation (in Shares) | 15,863 | ||||||
Stock-based compensation to Board of Directors | 208 | 208 | |||||
Stock-based compensation to Board of Directors (in Shares) | 12,609 | ||||||
Shares withheld for payroll taxes | (116) | (116) | |||||
Shares withheld for payroll taxes (in Shares) | (5,238) | ||||||
Conversion of LipoMedix Bridge Notes | 118 | 118 | |||||
Foreign currency translation adjustment | (34) | (34) | |||||
Balance at Jan. 31, 2020 | 137,919 | 128,843 | (8,691) | 3,756 | 13,854 | $ 8 | $ 149 |
Balance (in Shares) at Jan. 31, 2020 | 787,163 | 15,020,485 | |||||
Balance at Jul. 31, 2020 | 130,528 | 129,136 | (16,255) | 3,762 | 13,728 | $ 8 | $ 149 |
Balance (in Shares) at Jul. 31, 2020 | 787,163 | 15,028,536 | |||||
Net loss | (9,668) | (9,611) | (57) | ||||
Stock-based compensation | 433 | 433 | |||||
Stock-based compensation (in Shares) | 41,082 | ||||||
Stock-based compensation to Board of Directors | 286 | 286 | |||||
Stock-based compensation to Board of Directors (in Shares) | 12,609 | ||||||
Shares issued - Securities Purchase Agreements | 13,000 | 12,994 | $ 6 | ||||
Shares issued - Securities Purchase Agreements (in Shares) | 567,437 | ||||||
Shares withheld for payroll taxes | (146) | (146) | |||||
Shares withheld for payroll taxes (in Shares) | (6,294) | ||||||
Stock options exercised | 43 | 43 | |||||
Stock options exercised (in Shares) | 8,750 | ||||||
Capital contribution for noncontrolling interest | 912 | 912 | |||||
Foreign currency translation adjustment | (1) | (1) | |||||
Balance at Jan. 31, 2021 | 135,387 | 142,746 | (25,866) | 3,761 | 14,583 | $ 8 | $ 155 |
Balance (in Shares) at Jan. 31, 2021 | 787,163 | 15,652,120 | |||||
Balance at Oct. 31, 2020 | 129,316 | 129,393 | (17,701) | 3,724 | 13,743 | $ 8 | $ 149 |
Balance (in Shares) at Oct. 31, 2020 | 787,163 | 15,044,547 | |||||
Net loss | (8,237) | (8,165) | (72) | ||||
Stock-based compensation | 219 | 219 | |||||
Stock-based compensation (in Shares) | 33,821 | ||||||
Stock-based compensation to Board of Directors | 286 | 286 | |||||
Stock-based compensation to Board of Directors (in Shares) | 12,609 | ||||||
Shares issued - Securities Purchase Agreements | 13,000 | 12,994 | $ 6 | ||||
Shares issued - Securities Purchase Agreements (in Shares) | 567,437 | ||||||
Shares withheld for payroll taxes | (146) | (146) | |||||
Shares withheld for payroll taxes (in Shares) | (6,294) | ||||||
Capital contribution for noncontrolling interest | 912 | 912 | |||||
Foreign currency translation adjustment | 37 | 37 | |||||
Balance at Jan. 31, 2021 | $ 135,387 | $ 142,746 | $ (25,866) | $ 3,761 | $ 14,583 | $ 8 | $ 155 |
Balance (in Shares) at Jan. 31, 2021 | 787,163 | 15,652,120 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Operating activities | ||
Net loss | $ (9,668) | $ (2,980) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 878 | 939 |
Deferred income taxes | 6 | 12 |
Net unrealized gain on investments - Hedge Funds | (3,433) | (520) |
Impairment of investments - Other Pharmaceuticals | 724 | |
Impairment – Altira | 7,000 | |
Equity in earnings of RP Finance | (192) | |
Provision for doubtful accounts | 104 | 48 |
Stock-based compensation | 719 | 411 |
Amortization of debt discount | 54 | |
Gain on sale of building | (749) | |
Change in assets and liabilities: | ||
Trade accounts receivable | 39 | 77 |
Prepaid expenses and other current assets | 157 | 181 |
Other assets | 46 | (38) |
Accounts payable and accrued expenses | (933) | (252) |
Due from Rafael Pharmaceuticals | (242) | |
Other current liabilities | 47 | |
Due to related parties | 29 | 126 |
Other liabilities | (59) | 42 |
Net cash used in operating activities | (5,527) | (1,900) |
Investing activities | ||
Purchase of investment in Altira | (1,000) | |
Purchases of property and equipment | (205) | (456) |
Payments to fund RP Finance | (3,750) | |
Proceeds from sale of building | 3,658 | |
Proceeds related to distribution of Hedge Funds | 2,000 | |
Investment in Rafael Pharmaceuticals | (9,123) | |
Net cash used in investing activities | (8,420) | (456) |
Financing activities | ||
Contribution from noncontrolling interest of consolidated entity | 912 | |
Proceeds from exercise of options | 43 | |
Proceeds from issuance of shares | 13,000 | |
Payments for taxes related to shares withheld for employee taxes | (146) | (116) |
Net cash provided by (used in) financing activities | 13,809 | (116) |
Effect of exchange rate changes on cash and cash equivalents | 18 | (30) |
Net decrease in cash and cash equivalents | (120) | (2,502) |
Cash and cash equivalents, beginning of period | 6,206 | 12,024 |
Cash and cash equivalents, end of period | 6,086 | 9,522 |
Supplemental schedule of noncash investing and financing activities | ||
Conversion of LipoMedix bridge notes | 200 | |
Conversions of related party convertible notes payable and accrued interest | $ 15,668 |
Description of Business
Description of Business | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS Rafael Holdings, Inc. (“Rafael Holdings” or the “Company”), a Delaware corporation, owns interests in pre-clinical and clinical stage pharmaceutical companies and commercial real estate assets. The assets are operated as two separate lines of business. The pharmaceutical holdings include preferred and common equity interests and a warrant to purchase additional equity interests in Rafael Pharmaceuticals, Inc., or Rafael Pharmaceuticals, which is a clinical stage, oncology-focused pharmaceutical company committed to the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells; and, a majority equity interest in LipoMedix Pharmaceuticals Ltd., or LipoMedix, a clinical stage oncological pharmaceutical company based in Israel. In addition, in 2019, we established the Barer Institute (“Barer”), a wholly-owned early stage venture focused on developing a pipeline of therapeutic compounds, including compounds to regulate cancer metabolism. The venture is pursuing collaborative research agreements with leading scientists from top academic institutions. In addition, we have recently initiated efforts to develop other early stage pharmaceutical ventures including Levco Pharmacetuicals Ltd. (“Levco”), an Israeli company, established to partner with Dr. Alberto Gabizon and a top institution in Israel on the development of novel compounds for cancer, and Farber Partners, LLC (“Farber”), formed around an agreement with Princeton University’s Office of Technology Licensing for technology from the laboratory of Professor Joshua Rabinowitz, in the Department of Chemistry, Princeton University, for an exclusive worldwide license to its SHMT (serine hydroxymethyltransferase) inhibitor program. The commercial real estate holdings consist of a building at 520 Broad Street in Newark, New Jersey that serves as headquarters for the Company and certain other entities and hosts other tenants and an associated 800-car public garage, and a portion of a building in Israel. In August 2020, the Company sold an office/data center building in Piscataway, New Jersey, which was classified as held for sale at July 31, 2020. The “Company” in these consolidated financial statements refers to Rafael Holdings on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. All majority-owned subsidiaries are consolidated with all intercompany transactions and balances being eliminated in consolidation or combination. The entities included in these consolidated financial statements are as follows: Company Country of Incorporation Percentage Rafael Holdings, Inc. United States – Delaware 100 % Broad Atlantic Associates, LLC United States – Delaware 100 % IDT 225 Old NB Road, LLC United States – Delaware 100 % IDT R.E. Holdings Ltd. Israel 100 % Rafael Holdings Realty, Inc. United States – Delaware 100 % Barer Institute, Inc. United States – Delaware 100 % The Barer Institute, LLC United States – Delaware 100 % Hillview Avenue Realty, JV United States – Delaware 100 % Hillview Avenue Realty, LLC United States – Delaware 100 % Levco Pharmaceuticals Ltd. Israel 95 % Farber Partners, LLC United States – Delaware 93 % Pharma Holdings, LLC United States – Delaware 90 % LipoMedix Pharmaceuticals Ltd. Israel 68 % Altira Capital & Consulting, LLC United States – Delaware 67 % CS Pharma Holdings, LLC United States – Delaware 45 %* * 50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership in Pharma Holdings, LLC and, therefore, an effective 45% interest in CS Pharma Holdings, LLC. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal 2020 refers to the fiscal year ended July 31, 2020). Operating results for the three and six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2021. The balance sheet at July 31, 2020 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2020, or the 2020 Form 10-K, as filed with the U.S. Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. Risks and Uncertainties - COVID-19 In December 2019, a new coronavirus, now known as COVID-19, which has proved to be highly contagious, emerged in Wuhan, China and has since spread around the globe. The Company actively monitors the outbreak and its potential impact on its operations and those of the Company’s holdings. Although the Company’s operations are mainly in the United States, the Company has assets outside of the United States, and some of the Company’s pharmaceutical holdings conduct operations, manufacturing and clinical trial activities in Europe and Asia. The impacts on the operations and specifically the ongoing clinical trials of our pharmaceutical holdings have been actively managed by respective pharmaceutical management teams who have worked closely with the appropriate regulatory agencies to continue clinical trial activities with as minimal impact as possible including receiving waivers for certain clinical trial activities from the respective regulatory agencies to continue the studies. The Company has one tenant that had not paid rent in August 2020 due to the New Jersey state gym closures; however, the tenant subsequently resumed rent payments. There is a general degree of uncertainty in the national commercial real estate market based on the COVID-19 pandemic and as a result there remains a potential impact to the value of the Company’s real estate portfolio as well as efforts to monetize those assets. The Company has implemented a number of measures to protect the health and safety of our workforce including a mandatory work-from-home policy for our workforce who can perform their jobs from home as well as restrictions on business travel and workplace and in-person meetings. Due to both known and unknown risks, including quarantines, closures and other restrictions resulting from the outbreak, operations and those of the Company’s holdings may be adversely impacted. Additionally, as there is an evolving nature to the COVID-19 situation, we cannot reasonably assess or predict at this time the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The impact will depend on future developments such as the ultimate duration and the severity of the spread of the COVID-19 pandemic in the U.S. and globally, the effectiveness of federal, state, local and foreign government actions on mitigation and spread of COVID-19, the pandemic’s impact on the U.S. and global economies, changes in our customers’ behavior emanating from the pandemic and how quickly we can resume our normal operations, among others. For all these reasons, the Company may incur expenses or delays relating to such events outside of the Company’s control, which could have a material adverse impact on the Company’s business. Investments The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled affiliates. All significant intercompany accounts and transactions between the consolidated affiliates are eliminated. Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in the accompanying consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. Variable Interest Entities In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Cost Method Investments Equity Method Investments Revenue Recognition The Company applies the five-step approach as described in ASC 606, Revenue from Contracts with Customers The Company disaggregates its revenue by source within its consolidated statements of operations and comprehensive loss. As an owner and operator of real estate, the Company derives the majority of its revenue from leasing office and parking space to tenants at its properties. In addition, the Company earns revenue from recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs. Revenue from recoveries from tenants is recorded together with rental income on the consolidated statements of operations and comprehensive loss which is also consistent with the guidance under ASC 842, Leases Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within other assets on the consolidated balance sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements. The Company also earns revenue from parking which is derived primarily from monthly and transient daily parking. The monthly and transient daily parking revenue falls within the scope of ASC 606 and is accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied, consistent with the Company’s previous accounting. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required rent payments or parking customers to pay amounts due. Research and Development Costs Research and development costs and expenses incurred by consolidated entities consist primarily of salaries and related personnel expenses, stock-based compensation, fees paid to external service providers, laboratory supplies, costs for facilities and equipment, license costs, and other costs for research and development activities. Research and development expenses are recorded in operating expenses in the period in which they are incurred. Estimates have been used in determining the liability for certain costs where services have been performed but not yet invoiced. The Company monitors levels of performance under each significant contract for external service providers, including the extent of patient enrollment and other activities through communications with the service providers to reflect the actual amount expended. Contingent milestone payments associated with acquiring rights to intellectual property are recognized when probable and estimable. These amounts are expensed to research and development when there is no alternative future use associated with the intellectual property. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Investment in Rafael Pharmaceut
Investment in Rafael Pharmaceuticals | 6 Months Ended |
Jan. 31, 2021 | |
Schedule of Investments [Abstract] | |
INVESTMENT IN RAFAEL PHARMACEUTICALS | NOTE 3 – INVESTMENT IN RAFAEL PHARMACEUTICALS Rafael Pharmaceuticals is a clinical stage, oncology-focused pharmaceutical company committed to the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells. The Company owns equity interests and rights in Rafael Pharmaceuticals through a 90%-owned non-operating subsidiary, Pharma Holdings, LLC, or Pharma Holdings. Pharma Holdings owns 50% of CS Pharma Holdings, LLC, or CS Pharma, a non-operating entity that owns equity interests in Rafael Pharmaceuticals. Accordingly, the Company holds an effective 45% indirect interest in the assets held by CS Pharma. Howard Jonas, Chairman of the Board and Chief Executive Officer of the Company, and Chairman of the Board of Rafael Pharmaceuticals, owns 10% of Pharma Holdings. Pharma Holdings holds 36.7 million shares of Rafael Pharmaceuticals Series D Convertible Preferred Stock and a warrant to increase the combined ownership of Pharma Holdings and CS Pharma to up to 56% of the fully diluted equity interests in Rafael Pharmaceuticals (the “Warrant”). The Warrant is exercisable at the lower of 70% of the price sold in an equity financing, or $1.25 per share, subject to certain adjustments. On March 25, 2020, the Board of Directors of Rafael Pharmaceuticals extended the expiration date of the Warrant held by Pharma Holdings to purchase shares of the Warrant from December 31, 2020 to June 30, 2021 and on August 31, 2020 the Board of Directors of Rafael Pharmaceuticals further extended the expiration date of the Warrant held by Pharma Holdings, LLC to purchase shares of the Warrant to August 15, 2021. Pharma Holdings also holds certain governance rights in Rafael Pharmaceuticals including appointment of directors. CS Pharma holds 16.7 million shares of Rafael Pharmaceuticals Series D Convertible Preferred Stock. CS Pharma owned a $10 million Series D Convertible Note, with 3.5% interest, in Rafael Pharmaceuticals which was converted in January 2019. The Company and its subsidiaries collectively own securities representing 51% of the outstanding capital stock of Rafael Pharmaceuticals and 41% of the capital stock on a fully diluted basis (excluding the remainder of the Warrant). The Series D Convertible Preferred Stock has a stated value of $1.25 per share (subject to appropriate adjustment to reflect any stock split, combination, reclassification or reorganization of the Series D Preferred Stock or any dilutive issuances, as described below). Holders of Series D Stock are entitled to receive non-cumulative dividends when, as and if declared by the board of Rafael Pharmaceuticals, prior to any dividends to any other class of capital stock of Rafael Pharmaceuticals. In the event of any liquidation, dissolution or winding up of the Company, or in the event of any deemed liquidation, proceeds from such liquidation, dissolution or winding up shall be distributed first to the holders of Series D Stock. Except with respect to certain major decisions, or as required by law, holders of Series D Stock vote together with the holders of the other preferred stock and common stock and not as a separate class. The Company serves as the managing member of Pharma Holdings, and Pharma Holdings serves as the managing member of CS Pharma, with broad authority to make all key decisions regarding their respective holdings. Any distributions that are made to CS Pharma from Rafael Pharmaceuticals that are in turn distributed by CS Pharma, will need to be made pro rata to all members, which would entitle Pharma Holdings to 50% (based on current ownership) of such distributions. Similarly, if Pharma Holdings were to distribute proceeds it receives from CS Pharma, it would do so on a pro rata basis, entitling the Company to 90% (based on current ownership) of such distributions. The Company evaluated its investments in Rafael Pharmaceuticals in accordance with ASC 323, Investments - Equity Method and Joint Ventures, Rafael Pharmaceuticals is a VIE; however, the Company has determined that it is not the primary beneficiary as it does not have the power to direct the activities of Rafael Pharmaceuticals that most significantly impact Rafael Pharmaceuticals’ economic performance. In addition, the interests held in Rafael Pharmaceuticals are Series D Convertible Preferred Stock and do not represent in-substance common stock. Howard Jonas has additional contractual rights to receive additional Rafael Pharmaceuticals shares (“Bonus Shares”) for an additional 10% of the fully diluted capital stock of Rafael Pharmaceuticals upon the achievement of certain milestones. The additional 10% is based on the fully diluted capital stock of Rafael Pharmaceuticals, excluding the remainder for the Warrant, at the time of issuance. If any of the milestones are met, the Bonus Shares are to be issued without any additional payment. Howard Jonas has the right to transfer the Bonus Shares, in his discretion, to others, including those who are instrumental to the future success of Rafael Pharmaceuticals. The Company holds the Warrant to purchase a significant stake in Rafael Pharmaceuticals, as well as other equity and governance rights in Rafael Pharmaceuticals. The Company currently own 51% of the issued and outstanding equity in Rafael Pharmaceuticals. Approximately 8% of the issued and outstanding equity is owned by the Company’s subsidiary CS Pharma and 43% is held by the Company’s subsidiary Pharma Holdings. The Company’s subsidiary Pharma Holdings holds a non-dilutive option to increase the Company’s (via Pharma Holdings and CS Pharma) total ownership to 56%. Based on the current shares issued and outstanding of Rafael Pharmaceuticals as of January 31, 2021, the Company, and the Company’s affiliates, would need to pay approximately $17 million to exercise the Warrant in full to 56%. On an as-converted fully diluted basis (for all convertible securities of Rafael Pharmaceuticals outstanding), the Company, and the Company’s affiliates would need to pay approximately $125 million to exercise the Warrant in full (including to offset the impact of additional issuances of Rafael Pharmaceuticals equity under the Line of Credit). Howard Jonas holds 10% of the interest in Pharma Holdings and would need to contribute 10% of any cash necessary to exercise any portion of the Warrant. Following any exercise, a portion of the Company’s interest in Rafael Pharmaceuticals would continue to be held for the benefit of the other equity holders in Pharma Holdings and CS Pharma. Given the Company’s anticipated available cash, the Company would not be able to exercise the Warrant in its entirety and the Company may never be able to exercise the Warrant in full. Rafael Pharmaceuticals may also issue additional equity interests, such as stock options, which will require the Company to pay additional cash to maintain the Company’s ownership percentage or exercise the Warrant in full. On January 28, 2021, Pharma Holdings partially exercised the Warrant to maintain the 51% ownership percentage and purchased 7.3 million shares of Rafael Pharmaceuticals’ Series D Preferred Stock for $9.1 million, of which $0.9 million was contributed by the holder of a minority interest in Pharma Holdings. |
Investment in Altira
Investment in Altira | 6 Months Ended |
Jan. 31, 2021 | |
Investment In Altira [Abstract] | |
INVESTMENT IN ALTIRA | NOTE 4 – INVESTMENT IN ALTIRA The Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) on May 13, 2020 with a member (the “Seller”) of Altira Capital & Consulting, LLC (“Altira”). Pursuant to the Purchase Agreement, on May 13, 2020, the Seller sold the economic rights related to a 33.333% membership interest in Altira to the Company and in effect the Company purchased the potential right to receive a 1% royalty on Net Sales (as defined in the Royalty Agreement between Altira and Rafael Pharmaceutical) on sales of certain Rafael Pharmaceuticals’ products. The purchase consideration for the purchase of the membership interest consists of 1) $1,000,000 payable monthly in four equal installments of $250,000 each; 2) $3,000,000 due on January 3, 2021; 3) $3,000,000 due within fifteen (15) days of interim data analysis in Rafael Pharmaceuticals’ Phase 3 pivotal trial (AVENGER 500®) of CPI-613® (devimistat); and 4) $3,000,000 which is due within one-hundred and twenty (120) days from the date that Rafael Pharmaceuticals files a new drug application with the U.S. Food and Drug Administration for approval of devimistat (CPI-613) as a first in-line therapy for pancreatic cancer, as defined in the Purchase Agreement. The post-closing payments are to be made, at the Company’s discretion, in cash or shares of the Company’s Class B common stock based on the ten days average share price of the Company’s Class B common stock prior to the date of payment or any combination thereof. The Company has accounted for the purchase of the 33.333% membership interest in Altira as an equity method investment in accordance with the guidance in ASC 323, Investments – Equity Method and Joint Ventures. For the year ended July 31, 2020, the Company determined that the investment in Altira was fully impaired and recorded an impairment charge of $4,000,000, which was the total amount of the Company’s investment recognized for the Purchase Agreement as of July 31, 2020. On December 7, 2020, the Company purchased an additional 33.333% of membership interests in Altira, pursuant to the Membership Interest Purchase Agreement (the “Second Altira Agreement”) between the Company and another Altira member, (the “Second Seller”). With this transaction, the Company now owns an aggregate 66.666% of the membership interests in Altira. Pursuant to the Second Altira Agreement, on December 7, 2020, the Second Seller sold their economic rights related to a 33.333% membership interest in Altira to the Company and in effect the Company purchased the potential right to receive a 1% royalty on Net Sales (as defined in the Royalty Agreement between Altira and Rafael Pharmaceuticals) on sales of certain Rafael Pharmaceuticals’ products. The purchase consideration for the purchase of the Membership Interest consists of 1) $1,000,000 payable monthly in four equal installments of $250,000 each, commencing on January 4, 2021; 2) $3,000,000 due on January 4, 2021; 3) $3,000,000 due within fifteen (15) days of the earlier to occur of either the completion of Rafael Pharmaceuticals’ Phase III pivotal trial (AVENGER 500®) of CPI-613® (devimistat) or May 31, 2021 and not before January 4, 2021; and 4) $3,000,000 which is due within one-hundred and twenty (120) days from the date that Rafael Pharmaceuticals files a new drug application with the U.S. Food and Drug Administration for approval of devimistat (CPI-613) as a first in-line therapy for pancreatic cancer, as defined in the Purchase Agreement. Certain of the post-closing payments may be made, at the Company’s discretion, in cash or shares of the Company’s Class B common stock based on the ten day average share price of the Company’s Class B common stock prior to the date of payment or any combination thereof. The purchase of the additional membership interests was accounted for as an asset acquisition, as Altira is not considered a business in accordance with the guidance in ASC 805, Business Combinations. During the six months ended January 31, 2021, the Company did not make any payments to the Seller for the Purchase Agreement and made a $1,000,000 payment to the Second Seller for the Second Altira Agreement. The remaining payments due to the Seller and Second Seller of $3,500,000 and $6,000,000, respectively, are recorded as current liabilities. Additional payments were made in February 2021 following the end of the quarter (see Note 17). For the six months ended January 31, 2021, the Company determined that the additional purchase of the membership interests in Altira was fully impaired and recorded an impairment charge of $7,000,000, which was the total amount of the Company’s investment recognized for the Second Altira Agreement as of January 31, 2021. The assets and operations of Altira are not significant. RAFAEL HOLDINGS, INC. |
Investment in RP Finance, LLC
Investment in RP Finance, LLC | 6 Months Ended |
Jan. 31, 2021 | |
Investment In RP Finance LLC [Abstract] | |
INVESTMENT IN RP FINANCE, LLC | NOTE 5 – INVESTMENT IN RP FINANCE, LLC On February 3, 2020, Rafael Pharmaceuticals entered into a Line of Credit Loan Agreement (“Line of Credit Agreement”) with RP Finance which provides a revolving commitment of up to $50,000,000 to fund clinical trials and other capital needs. The Company owns 37.5% of the equity interests in RP Finance and is required to fund 37.5% of funding requests from Rafael Pharmaceuticals under the Line of Credit Agreement. Howard Jonas owns 37.5% of the equity interests in RP Finance, and is required to fund 37.5% of funding requests from Rafael Pharmaceuticals under the Line of Credit Agreement. The remaining 25% equity interests in RP Finance is owned by other shareholders of Rafael Pharmaceuticals. Under the Line of Credit Agreement, all funds borrowed will bear interest at the mid-term Applicable Federal Rate published by the U.S. Internal Revenue Service. The maturity date is the earlier of February 3, 2025, upon a change of control of Rafael Pharmaceuticals or a sale of Rafael Pharmaceuticals or its assets. Rafael Pharmaceuticals can draw on the facility on 60 days’ notice. The funds borrowed under the Line of Credit Agreement must be repaid out of certain proceeds from equity sales by Rafael Pharmaceuticals. In connection with entering into the Line of Credit Agreement, Rafael Pharmaceuticals agreed to issue to RP Finance shares of its common stock representing 12% of the issued and outstanding shares of Rafael Pharmaceuticals common stock, with such interest subject to anti-dilution protection as set forth in the Line of Credit Agreement. RP Finance has been identified as a VIE; however, the Company has determined that it is not the primary beneficiary as the Company does not have the power to direct the activities of RP Finance that most significantly impact RP Finance’s economic performance and, therefore, is not required to consolidate RP Finance. Therefore, we will use the equity method of accounting to record our investment in RP Finance. The Company has recognized approximately $96 thousand and $0 in income from its ownership interests of 37.5% in RP Finance for the three months ended January 31, 2021 and 2020, respectively, and $192 thousand and $0 in income from its ownership interests of 37.5% in RP Finance for the six months ended January 31, 2021 and 2020, respectively. The assets and operations of RP Finance are not significant and the Company has identified the equity investment in RP Finance as a related party transaction (see Note 11). In August 2020, Rafael Pharmaceuticals called for a $5 million draw on the line of credit facility and the facility was funded by RP Finance LLC in the amount of $5 million, paid in parts in August and September 2020. In November 2020, Rafael Pharmaceuticals called for a second $5 million draw on the line of credit facility and the facility was funded by RP Finance in the amount of $5 million. For the six months ended January 31, 2021, the Company has funded a total of $3.75 million in accordance with its 37.5% ownership interest in RP Finance. |
Investment in LipoMedix Pharmac
Investment in LipoMedix Pharmaceuticals Ltd. | 6 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
INVESTMENT IN LIPOMEDIX PHARMACEUTICALS LTD. | NOTE 6 – INVESTMENT IN LIPOMEDIX PHARMACEUTICALS LTD. LipoMedix is a development-stage, privately held Israeli company focused on the development of an innovative, safe and effective cancer therapy based on liposome delivery. As of January 31, 2021, the Company held 68% of the issued and outstanding ordinary shares of LipoMedix and has consolidated this investment from the second quarter of fiscal 2018. In November 2019, the Company provided bridge financing in the principal amount of $100,000 to LipoMedix with a maturity date of May 3, 2020. Under the terms of the note, as long as it remains outstanding, LipoMedix may not incur any additional debt, make any shareholder distributions, or assume any liens on property or assets. In January 2020, the Company provided bridge financing in the principal amount of $125,000 to LipoMedix with a maturity date of May 3, 2020. Under the terms of the note, as long as it remains outstanding, LipoMedix may not incur any additional debt, make any shareholder distributions, or assume any liens on property or assets. In March 2020, the Company provided bridge financing in the principal amount of $75,000 to LipoMedix with a maturity date of April 20, 2020. Under the terms of the note, as long as it remains outstanding, LipoMedix may not incur any additional debt, make any shareholder distributions, or assume any liens on property or assets. On May 20, 2020, the Company entered into a Share Purchase Agreement with LipoMedix to purchase 4,000,000 ordinary shares of LipoMedix for an aggregate purchase price of $1,000,000. The purchase consideration consisted of the outstanding Promissory Notes between the Company and LipoMedix dated November 13, 2019, January 21, 2020 and March 27, 2020 in the total principal amount of $300,000 plus accrued interest, for an aggregate amount of $306,737, and $693,263 of cash, thereby increasing the Company’s ownership in Lipomedix from 58% to 68%. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jan. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 – FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: ● Level 1 ● Level 2 ● Level 3 The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a listing of the Company’s assets required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of January 31, 2021 and July 31, 2020: January 31, 2021 Level 1 Level 2 Level 3 Total (unaudited, in thousands) Assets: Hedge Funds $ — $ — $ 8,943 $ 8,943 Total $ — $ — $ 8,943 $ 8,943 July 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets: Hedge Funds $ — $ — $ 7,510 $ 7,510 Total $ — $ — $ 7,510 $ 7,510 At January 31, 2021 and July 31, 2020, the Company did not have any liabilities measured at fair value on a recurring basis. The following table summarizes the changes in the fair value of the assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Six Months Ended January 31, 2021 2020 (unaudited, in thousands) Balance, beginning of period $ 7,510 $ 5,125 Liquidation of Hedge Fund Investments (2,000 ) — Total gain included in earnings 3,433 520 Balance, end of period $ 8,943 $ 5,645 Hedge funds classified as Level 3 include investments and securities which may not be based on readily observable data inputs. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. The fair value of these assets is estimated based on information provided by the fund managers or the general partners. Therefore, these assets are classified as Level 3. In October 2020, the Company received a $2 million distribution of the Company’s investments in Hedge Funds. The Company holds $0.5 million in investments in securities in another entity that are not liquid, which were included in Investments - Other Pharmaceuticals in the accompanying consolidated balance sheets. The investment is accounted for under ASC 321, Investments - Equity Securities Fair Value of Other Financial Instruments The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting these data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. Cash and cash equivalents, trade accounts receivable, and accounts payable. |
Trade Accounts Receivable
Trade Accounts Receivable | 6 Months Ended |
Jan. 31, 2021 | |
Receivables [Abstract] | |
TRADE ACCOUNTS RECEIVABLE | NOTE 8 – TRADE ACCOUNTS RECEIVABLE Trade Accounts Receivable consisted of the following: January 31, July 31, (unaudited, in thousands) (in thousands) Trade Accounts Receivable $ 130 $ 364 Accounts Receivable - Related Party 111 121 Less Allowance for Doubtful Accounts (117 ) (218 ) Trade Accounts Receivable, net $ 124 $ 267 The current portion of deferred rental income included in prepaid expenses and other current assets was approximately $89 thousand and $11 thousand as of January 31, 2021 and July 31, 2020, respectively. The noncurrent portion of deferred rental income included in Other Assets was approximately $1.5 million as of January 31, 2021 and July 31, 2020. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 9 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: January 31, July 31, (unaudited, (in thousands) Building and Improvements $ 47,774 $ 47,591 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 261 256 59,592 59,404 Less Accumulated Depreciation (15,832 ) (14,971 ) Total $ 43,760 $ 44,433 Other property and equipment consist of other equipment and miscellaneous computer hardware. Depreciation expense pertaining to property and equipment was approximately $0.4 million and $0.5 million for the three months ended January 31, 2021 and 2020, respectively, and $0.9 million and $0.9 million for the six months ended January 31, 2021 and 2020, respectively. The Company’s headquarters are located at 520 Broad Street in Newark, New Jersey where it occupies office space in the building owned by its subsidiary. In August 2020, the Company sold an office/data center building in Piscataway, New Jersey, which was classified as held for sale at July 31, 2020. |
Loss per Share
Loss per Share | 6 Months Ended |
Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 10 – LOSS PER SHARE Basic net loss per share is computed by dividing net loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted loss per shares includes potentially dilutive securities such as stock options and other convertible instruments. These securities have been excluded from the calculation of diluted net loss per shares for the three months ended January 31, 2021 and 2020 because all such securities are anti-dilutive for all periods presented. The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: Three months ended Six months ended 2021 2020 2021 2020 Stock Options 570,801 586,874 570,801 586,874 Total 570,801 586,874 570,801 586,874 The diluted loss per share computation equals basic loss per share for the three and six months ended January 31, 2021 and 2020 because the Company had a net loss and the impact of the assumed exercise of stock options would have been anti-dilutive. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS The Company has historically maintained an intercompany balance due to/from related parties that relates to cash advances for investments, loan repayments, charges for services provided to the Company by IDT Corporation, or IDT, and payroll costs for the Company’s personnel that were paid by IDT. The Company also receives rental income from various companies under common control to IDT. The Company recorded expense of approximately $90 thousand in related party services to IDT, of which approximately $29 thousand is included in due to related parties at January 31, 2021. IDT leases approximately 80,000 square feet of office space plus parking at 520 Broad Street, Newark, NJ and approximately 3,600 square feet of office space in Jerusalem, Israel. IDT paid the Company approximately $460 thousand for office rent and parking during each of the three months ended January 31, 2021 and 2020. As of January 31, 2021 and 2020, IDT owed the Company approximately $30 thousand and $24 thousand, respectively, for office rent and parking. The Company provides Rafael Pharmaceuticals with administrative, finance, accounting, tax and legal services. Howard S. Jonas serves as a Chairman of the Board of Rafael Pharmaceuticals and owns an equity interest in Rafael Pharmaceuticals. The Company billed Rafael Pharmaceuticals $120,000 for the three months ended January 31, 2021 and 2020, respectively, and $240,000 for the six months ended January 31, 2021 and 2020, respectively. As of January 31, 2021 and July 31, 2020, Rafael Pharmaceuticals owed the Company $360,000 and $118,000, respectively, included in due from Rafael Pharmaceuticals. On January 29, 2020, in connection with the vesting of certain restricted shares of Class B common stock held by an officer of the Company, the Company withheld 5,238 shares to pay for the payroll taxes on the officer’s behalf, totaling approximately $116,000. On September 8, 2020, Levco Pharmaceuticals Ltd (“Levco”) entered into a research and development consulting agreement with Dr. Alberto Gabizon for a two year period. Under the agreement, in exchange for the services provided, Levco will pay Dr. Gabizon $3,000 per month and issue to him common shares representing up to 5% of common stock outstanding. Additionally, Levco will provide a lab grant in the amount of $120,000 to support the project. On September 8, 2020, Levco entered into a Sponsored Research Agreement with a company for a research program related to patent applications with payments totaling $120,000 plus value-added tax. The research period is over thirteen months, with two additional twelve-month options to extend. On December 10, 2020, a controlled subsidiary of the Company, Farber Partners LLC (“Farber”), reached an agreement with Princeton University to in-license certain patents and related information related to the serine hydroxymethyltransferase (SHMT) inhibitor program developed by the laboratory of Dr. Joshua D. Rabinowitz at Princeton. Farber will pay Princeton a minimum annual royalty payment of $50 thousand, in addition to percentage royalties and a percentage of any sublicense revenue. Additionally, there are development milestone payments which Farber will pay Princeton for the first three products developed by Farber, or any sublicensees or affiliates. On January 5, 2021, in connection with the vesting of certain restricted shares of Class B common stock held by an officer of the Company, the Company withheld 5,405 shares to pay for the payroll taxes on the officer’s behalf, totaling approximately $123,000. On January 28, 2021, Pharma Holdings partially exercised the Warrant and purchased 7.3 million shares of Rafael Pharmaceuticals’ Series D Preferred Stock for $9.1 million, of which $0.9 million was contributed by the holder of a minority interest in Pharma Holdings. The Company leases space to related parties which represented approximately 62% and 43% of the Company’s total revenue for the three months ended January 31, 2021 and 2020, respectively, and 59% and 43% for the six months ended January 31, 2021 and 2020, respectively. See Note 16 for future minimum rent payments from related parties and other tenants. The Company has recognized approximately $96 thousand and $0 in income from its ownership interests of 37.5% in RP Finance for the three months ended January 31, 2021 and 2020, respectively, and $192 thousand and $0 in income from its ownership interests of 37.5% in RP Finance for the six months ended January 31, 2021 and 2020, respectively (see Note 5). In December 2020, two entities, on whose Boards of Directors Howard Jonas, the Registrant’s Chief Executive Officer and Chairman of the Board serves, each purchased 218,245 shares of Class B common stock for consideration of $5 million each. In connection with the purchases, each purchaser was granted warrants (the “Issued Warrants”) to purchase twenty percent (20%) of the shares of Class B common stock purchased by such purchaser. The Issued Warrants have an exercise price of $22.91 per share and expire on June 6, 2022. The shares and Issued Warrants were issued in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended. |
Income Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES At January 31, 2021, the Company has federal net operating loss (“NOL”) carryforwards from domestic operations of approximately $41.7 million, to offset future taxable income. The Company has state NOLs of $24.6 million. The Company has NOLs from foreign operations of $2.4 million. As part of the Tax Act, federal NOLs generated in 2018 and later are not subject to an expiration period and are available to offset 80% of taxable income in the year in which they are utilized. The federal NOL carryforwards generated prior to 2018 will begin to expire in 2026. The state NOLs will begin to expire in 2038 and foreign NOLs do not expire. The Company anticipates that its assumptions and estimates may change as a result of future guidance and interpretation from the Internal Revenue Service, the SEC, the FASB, and various other taxing jurisdictions. In particular, the Company anticipates that the U.S. state jurisdictions will continue to determine and announce their conformity with or decoupling from the Tax Act, either in its entirety or with respect to specific provisions. Legislative and interpretive actions could result in adjustments to the Company’s balances. |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jan. 31, 2021 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | NOTE 13 – BUSINESS SEGMENT INFORMATION The Company conducts business as two operating segments, Pharmaceuticals and Real Estate. The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s CEO and chief operating decision-maker. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Pharmaceuticals segment based primarily on research and development efforts and results of clinical trials and the Real Estate segment based primarily on results of operations. All investments in Rafael Pharmaceuticals and assets and expenses associated with LipoMedix, Barer, Levco and Farber are tracked separately in the Pharmaceuticals segment. All corporate costs are allocated to the Real Estate segment. The Pharmaceuticals segment is comprised of preferred and common equity interests and the Warrant to purchase equity interests in Rafael Pharmaceuticals, a majority equity interest in LipoMedix, Barer, Levco, and Farber. To date, the Pharmaceuticals segment has not generated any revenues. The Real Estate segment consists of the Company’s real estate holdings, including a building at 520 Broad Street in Newark, New Jersey that houses headquarters for the Company and certain affiliates and its associated public garage and a portion of an office building in Israel. In August 2020, the Company sold a 3-story, 65,253 square foot office building located at 225 Old New Brunswick Road in Piscataway, New Jersey to 225 ONBR, LLC, an entity unaffiliated with the Company. The purchase price was $3,875,000 and, after transfer taxes and broker’s commission, the Company received $3,675,638 in cash. As of January 31, 2021, the building was classified as held for sale on the consolidated balance sheet. Operating results for the business segments of the Company are as follows: (unaudited, in thousands) Pharmaceuticals Real Estate Total Three Months Ended January 31, 2021 Revenues $ — $ 959 $ 959 Loss from operations (8,643 ) (2,174 ) (10,817 ) Three Months Ended January 31, 2020 Revenues $ — $ 1,236 $ 1,236 Loss from operations (514 ) (1,392 ) (1,906 ) (unaudited, in thousands) Pharmaceuticals Real Estate Total Six Months Ended January 31, 2021 Revenues $ — $ 2,012 $ 2,012 Loss from operations (9,176 ) (4,132 ) (13,308 ) Six Months Ended January 31, 2020 Revenues $ — $ 2,446 $ 2,446 Loss from operations (780 ) (2,668 ) (3,448 ) Geographic Information Revenues from tenants located outside of the United States were generated entirely from related parties located in Israel. Revenues from these non-United States customers as a percentage of total revenues were as follows (revenues by country are determined based on the location of the related facility): Three Months Ended January 31, (unaudited) 2021 2020 Revenue from tenants located in Israel 7 % 6 % Six Months Ended January 31, (unaudited) 2021 2020 Revenue from tenants located in Israel 7 % 6 % Net long-lived assets and total assets held outside of the United States, which are located in Israel, were as follows: (unaudited, in thousands) United States Israel Total January 31, 2021 Long-lived assets, net $ 42,183 $ 1,577 $ 43,760 Total assets 142,614 3,635 146,249 July 31, 2020 Long-lived assets, net $ 42,840 $ 1,593 $ 44,433 Total assets 132,286 4,061 136,347 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Legal Proceedings On September 17, 2018, LipoMedix was notified of a claim initiated by one of its founders seeking payment of consulting fees in the amount of approximately $377,000 and seeking to place restrictions on LipoMedix’s bank accounts and other assets to protect his claim. LipoMedix did not believe that the individual had the right to receive any payment at the current time. LipoMedix responded to the demand for the placement of restrictions on its assets. In May 2019, LipoMedix received a letter from the other founder requesting payment of his consulting fees. On July 15, 2019, the parties settled the matters and the two founders will be paid a percentage of future investments and certain other proceeds. On July 12, 2019, the Company received a Citation and Notification of Penalty from the Occupational Safety and Health Administration of the U.S. Department of Labor, or OSHA, related to an OSHA inspection of 520 Broad Street, Newark, New Jersey. The citation seeks to impose penalties related to alleged violations of the Occupation Safety and Health Act of 1970 at 520 Broad Street. On July 31, 2019, the Company filed a Notice of Contest with OSHA contesting the citation in its entirety. On February 14, 2020, the Company entered into a Settlement Agreement with OSHA, as related to the citation received on July 12, 2019. As part of the Settlement Agreement, the Company agreed to pay a penalty of $127,294 in eight quarterly installment payments through November 2021, which the Company accrued for and has an outstanding balance of approximately $48,000 as of January 31, 2021. As the Company accounts for contingencies when a loss is considered probable and can be reasonably estimated, the accrued balance is for legal fees and losses believed to be both probable and reasonably estimable, but an exposure to additional loss may exist in excess of the amount accrued. On December 31, 2019, an employee of the Company filed a complaint in connection with the incident that led to the OSHA inspection noted above for personal injuries against the Company and other parties in the New Jersey Supreme Court for an incident that took place on January 31, 2019 at 520 Broad Street, Newark, New Jersey. The Company intends to vigorously defend this matter. The loss is considered remote and no accrual has been recorded. The Company may from time to time be subject to legal proceedings that may arise in the ordinary course of business. Although there can be no assurance in this regard, other than noted above, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. |
Equity
Equity | 6 Months Ended |
Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 15 – EQUITY On November 15, 2018, Howard Jonas entered into an agreement to purchase a convertible note from the Company for $15.0 million that was convertible into shares of Class B common stock at $8.47 per share. The term of the note was three years with interest on the principal amount at a rate of 6% per annum, compounded quarterly. In August 2019, the note, including interest of approximately $667,000 was converted into 1,849,749 shares of Class B common stock. Pursuant to the Company’s 2018 Equity Incentive Plan, three of our four non-employee directors of the Company were granted 4,203 restricted shares of our Class B common stock in January 2020 and 4,203 restricted shares of our Class B common stock in January 2021 which fully vested on the date of the grants. The fair value of the awards on the date of the grants were approximately $286,000 and $208,000 in January 2021 and January 2020, respectively, which was included in selling, general and administrative expense. Stock Options A summary of stock option activity for the Company is as follows: Number of Weighted Weighted Aggregate Outstanding at July 31, 2020 580,874 $ 4.90 2.65 $ 2,846 Granted — — Exercised (8,750 ) 4.90 Cancelled / Forfeited (1,323 ) — Outstanding at January 31, 2021 570,801 $ 4.90 2.15 $ 2,797 Exercisable at January 31, 2021 570,801 $ 4.90 2.15 $ 2,797 During the six months ended January 31, 2021, 8,750 options were exercised. At January 31, 2021, there was no unrecognized compensation cost related to non-vested stock options. Restricted Stock The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service. A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below: Number of Weighted Outstanding at July 31, 2020 123,104 $ 10.80 Granted 44,070 21.92 Vested (29,434 ) (18.11 ) Cancelled / Forfeited (2,099 ) (13.54 ) Non-vested shares at January 31, 2021 135,641 $ 17.01 At January 31, 2021, there was $1.8 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over the next 1.9 years. Share Purchase Agreement On December 7, 2020, Rafael Holdings entered into a Securities Purchase Agreement (the “SPA”) for the sale of 567,437 shares of the Company’s Class B common stock at a price per share of $22.91 (which was the closing price for the Class B common stock on the New York Stock Exchange on December 4, 2020 the trading day immediately preceding the date of the SPA) for an aggregate purchase price of $13 million. In connection with the purchases, each purchaser was granted warrants to purchase twenty percent (20%) of the shares of Class B common stock purchased by such purchaser. The warrants have an exercise price of $22.91 per share and expire on June 6, 2022. The Company issued warrants to purchase an aggregate of 113,487 shares of Class B common stock. Approximately $8.2 million of the proceeds received pursuant to the SPA were used by the Company to exercise an additional portion of the Warrant in order to maintain the Company’s relative position in Rafael Pharmaceuticals in light of issuances of Rafael Pharmaceuticals equity securities to third-party shareholders of Rafael Pharmaceuticals, due to warrant exercises by these shareholders. The Company is using the remaining proceeds to fund the operations of its drug development programs including its Barer Institute subsidiary, and for general corporate purposes. Under the SPA, two entities, on whose Boards of Directors Howard Jonas, the Registrant’s Chief Executive Officer and Chairman of the Board serves, each purchased 218,245 shares of Class B common stock for consideration of $5 million each. The shares and warrants were issued in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended. The assumptions in the table below were used to estimate the fair value of the warrants granted using the Black-Scholes option pricing method at December 7, 2020. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of the warrant issued represents the period of time that the warrants issued are expected to be outstanding. Expected volatility is based on implied volatilities from the Company’s stock, historical volatility of the Company’s stock, and other factors. Risk-free interest rate 0.1 % Expected term (in years) 1.5 Expected volatility 80.0 % Expected dividend yield — % The details of the outstanding warrants are as follows: Number of Weighted Remaining Outstanding at July 31, 2020 — $ — — Granted 113,487 22.91 1.35 Outstanding at January 31, 2021 113,487 $ 22.91 1.35 |
Leases
Leases | 6 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 16 – LEASES The Company is the lessor of certain properties which are leased to tenants under net operating leases with initial term expiration dates ranging from 2021 to 2029. Lease income included on the consolidated statements of operations and comprehensive loss was $0.7 million and $0.9 million for the three months ended January 31, 2021 and 2020, respectively, and $1.5 million and $1.8 million for the six months ended January 31, 2021 and 2020, respectively. The future contractual minimum lease payments to be received (excluding operating expense reimbursements) by the Company as of January 31, 2021, under non-cancellable operating leases which expire on various dates through 2028 are as follows: Year ending July 31, Related Other Total (in thousands) 2021 (remaining) $ 1,024 $ 393 $ 1,417 2022 2,078 780 2,858 2023 2,117 592 2,709 2024 2,155 538 2,693 2025 1,659 550 2,209 Thereafter — 1,948 1,948 Total Minimum Future Rental Income $ 9,033 $ 4,801 $ 13,834 The Company has related party leases that expire in April 2025 for (i) an aggregate of 88,631 square feet, which includes two parking spots per thousand square feet of space leased at 520 Broad Street, Newark, New Jersey, and (ii) 3,595 square feet in Israel. The annual rent is approximately $2.0 million in the aggregate. The related parties have the right to terminate the domestic leases upon four months’ notice, and upon early termination will pay a termination penalty equal to 25% of the portion of the rent due over the course of the remaining term. A related party has the right to terminate the Israeli lease upon four months’ notice. IDT has the right to lease an additional 50,000 square feet, in 25,000-foot increments, in the building located at 520 Broad Street, Newark, New Jersey on the same terms as their base lease, and other rights should 25,000 square feet or less remain available to lessees in the building. Upon expiration of the lease, related parties have the right to renew the leases for another five years. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS On February 17, 2021, the Company issued 129,620 shares of Class B Common Stock to the Altira Seller for the payment totaling $500 thousand related to the first payment due and $3 million related to the second payment due January 3, 2021. On February 17, 2021, the Company issued 101,844 shares of Class B Common Stock to the Altira Second Seller for the payment totaling $500 thousand related to the first payment due and $2.25 million related to the second payment due January 4, 2021. Additionally, $250 thousand was paid in cash to complete the first payment due. On March 2, 2021, the Company agreed to loan $400,000 to LipoMedix. The loan has a maturity date of September 1, 2021 and accrues interest at an interest rate of 8% per annum on the outstanding principal amount. Principal and accrued interest are due at maturity. As of the date of this filing, the loan has not yet been funded by the Company. On March 5, 2021, the Company entered into an Employment Agreement with Ameet Mallik that provides for Mr. Mallik to be appointed as Chief Executive Officer of the Company on May 1, 2021. On March 7, 2021, the Company entered into an Employment Agreement with William Conkling that provides for Mr. Conkling to be appointed as Chief Commercial Officer of the Company on March 16, 2021. On March 15, 2021, a portion of the Issued Warrants related to the SPA were exercised for a total exercise price of approximately $1 million in exchange for 43,649 shares of the Company's Class B Common Stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal 2020 refers to the fiscal year ended July 31, 2020). Operating results for the three and six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2021. The balance sheet at July 31, 2020 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2020, or the 2020 Form 10-K, as filed with the U.S. Securities and Exchange Commission (the “SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. |
Risks and Uncertainties - COVID-19 | Risks and Uncertainties - COVID-19 In December 2019, a new coronavirus, now known as COVID-19, which has proved to be highly contagious, emerged in Wuhan, China and has since spread around the globe. The Company actively monitors the outbreak and its potential impact on its operations and those of the Company’s holdings. Although the Company’s operations are mainly in the United States, the Company has assets outside of the United States, and some of the Company’s pharmaceutical holdings conduct operations, manufacturing and clinical trial activities in Europe and Asia. The impacts on the operations and specifically the ongoing clinical trials of our pharmaceutical holdings have been actively managed by respective pharmaceutical management teams who have worked closely with the appropriate regulatory agencies to continue clinical trial activities with as minimal impact as possible including receiving waivers for certain clinical trial activities from the respective regulatory agencies to continue the studies. The Company has one tenant that had not paid rent in August 2020 due to the New Jersey state gym closures; however, the tenant subsequently resumed rent payments. There is a general degree of uncertainty in the national commercial real estate market based on the COVID-19 pandemic and as a result there remains a potential impact to the value of the Company’s real estate portfolio as well as efforts to monetize those assets. The Company has implemented a number of measures to protect the health and safety of our workforce including a mandatory work-from-home policy for our workforce who can perform their jobs from home as well as restrictions on business travel and workplace and in-person meetings. Due to both known and unknown risks, including quarantines, closures and other restrictions resulting from the outbreak, operations and those of the Company’s holdings may be adversely impacted. Additionally, as there is an evolving nature to the COVID-19 situation, we cannot reasonably assess or predict at this time the full extent of the negative impact that the COVID-19 pandemic may have on our business, financial condition, results of operations and cash flows. The impact will depend on future developments such as the ultimate duration and the severity of the spread of the COVID-19 pandemic in the U.S. and globally, the effectiveness of federal, state, local and foreign government actions on mitigation and spread of COVID-19, the pandemic’s impact on the U.S. and global economies, changes in our customers’ behavior emanating from the pandemic and how quickly we can resume our normal operations, among others. For all these reasons, the Company may incur expenses or delays relating to such events outside of the Company’s control, which could have a material adverse impact on the Company’s business. |
Investments | Investments The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled affiliates. All significant intercompany accounts and transactions between the consolidated affiliates are eliminated. Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in the accompanying consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. |
Variable Interest Entities | Variable Interest Entities In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Cost Method Investments Equity Method Investments |
Revenue Recognition | Revenue Recognition The Company applies the five-step approach as described in ASC 606, Revenue from Contracts with Customers The Company disaggregates its revenue by source within its consolidated statements of operations and comprehensive loss. As an owner and operator of real estate, the Company derives the majority of its revenue from leasing office and parking space to tenants at its properties. In addition, the Company earns revenue from recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs. Revenue from recoveries from tenants is recorded together with rental income on the consolidated statements of operations and comprehensive loss which is also consistent with the guidance under ASC 842, Leases Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within other assets on the consolidated balance sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements. The Company also earns revenue from parking which is derived primarily from monthly and transient daily parking. The monthly and transient daily parking revenue falls within the scope of ASC 606 and is accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied, consistent with the Company’s previous accounting. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required rent payments or parking customers to pay amounts due. |
Research and Development Costs | Research and Development Costs Research and development costs and expenses incurred by consolidated entities consist primarily of salaries and related personnel expenses, stock-based compensation, fees paid to external service providers, laboratory supplies, costs for facilities and equipment, license costs, and other costs for research and development activities. Research and development expenses are recorded in operating expenses in the period in which they are incurred. Estimates have been used in determining the liability for certain costs where services have been performed but not yet invoiced. The Company monitors levels of performance under each significant contract for external service providers, including the extent of patient enrollment and other activities through communications with the service providers to reflect the actual amount expended. Contingent milestone payments associated with acquiring rights to intellectual property are recognized when probable and estimable. These amounts are expensed to research and development when there is no alternative future use associated with the intellectual property. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Description of Business (Tables
Description of Business (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of entities majority-owned subsidiaries | Company Country of Incorporation Percentage Rafael Holdings, Inc. United States – Delaware 100 % Broad Atlantic Associates, LLC United States – Delaware 100 % IDT 225 Old NB Road, LLC United States – Delaware 100 % IDT R.E. Holdings Ltd. Israel 100 % Rafael Holdings Realty, Inc. United States – Delaware 100 % Barer Institute, Inc. United States – Delaware 100 % The Barer Institute, LLC United States – Delaware 100 % Hillview Avenue Realty, JV United States – Delaware 100 % Hillview Avenue Realty, LLC United States – Delaware 100 % Levco Pharmaceuticals Ltd. Israel 95 % Farber Partners, LLC United States – Delaware 93 % Pharma Holdings, LLC United States – Delaware 90 % LipoMedix Pharmaceuticals Ltd. Israel 68 % Altira Capital & Consulting, LLC United States – Delaware 67 % CS Pharma Holdings, LLC United States – Delaware 45 %* * 50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership in Pharma Holdings, LLC and, therefore, an effective 45% interest in CS Pharma Holdings, LLC. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis and where they are classified within the fair value hierarchy | January 31, 2021 Level 1 Level 2 Level 3 Total (unaudited, in thousands) Assets: Hedge Funds $ — $ — $ 8,943 $ 8,943 Total $ — $ — $ 8,943 $ 8,943 July 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets: Hedge Funds $ — $ — $ 7,510 $ 7,510 Total $ — $ — $ 7,510 $ 7,510 |
Schedule of assets measured at fair value on a recurring basis using significant unobservable inputs | Six Months Ended January 31, 2021 2020 (unaudited, in thousands) Balance, beginning of period $ 7,510 $ 5,125 Liquidation of Hedge Fund Investments (2,000 ) — Total gain included in earnings 3,433 520 Balance, end of period $ 8,943 $ 5,645 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Receivables [Abstract] | |
Schedule of trade accounts receivable | January 31, July 31, (unaudited, in thousands) (in thousands) Trade Accounts Receivable $ 130 $ 364 Accounts Receivable - Related Party 111 121 Less Allowance for Doubtful Accounts (117 ) (218 ) Trade Accounts Receivable, net $ 124 $ 267 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | January 31, July 31, (unaudited, (in thousands) Building and Improvements $ 47,774 $ 47,591 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 261 256 59,592 59,404 Less Accumulated Depreciation (15,832 ) (14,971 ) Total $ 43,760 $ 44,433 |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of common share equivalents, basic and dilutive loss per share | Three months ended Six months ended 2021 2020 2021 2020 Stock Options 570,801 586,874 570,801 586,874 Total 570,801 586,874 570,801 586,874 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | (unaudited, in thousands) Pharmaceuticals Real Estate Total Three Months Ended January 31, 2021 Revenues $ — $ 959 $ 959 Loss from operations (8,643 ) (2,174 ) (10,817 ) Three Months Ended January 31, 2020 Revenues $ — $ 1,236 $ 1,236 Loss from operations (514 ) (1,392 ) (1,906 ) (unaudited, in thousands) Pharmaceuticals Real Estate Total Six Months Ended January 31, 2021 Revenues $ — $ 2,012 $ 2,012 Loss from operations (9,176 ) (4,132 ) (13,308 ) Six Months Ended January 31, 2020 Revenues $ — $ 2,446 $ 2,446 Loss from operations (780 ) (2,668 ) (3,448 ) |
Schedule of revenue from tenants by geographic areas | Three Months Ended January 31, (unaudited) 2021 2020 Revenue from tenants located in Israel 7 % 6 % Six Months Ended January 31, (unaudited) 2021 2020 Revenue from tenants located in Israel 7 % 6 % |
Schedule of net long-lived assets and total assets by geographic areas | (unaudited, in thousands) United States Israel Total January 31, 2021 Long-lived assets, net $ 42,183 $ 1,577 $ 43,760 Total assets 142,614 3,635 146,249 July 31, 2020 Long-lived assets, net $ 42,840 $ 1,593 $ 44,433 Total assets 132,286 4,061 136,347 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option activity | Number of Weighted Weighted Aggregate Outstanding at July 31, 2020 580,874 $ 4.90 2.65 $ 2,846 Granted — — Exercised (8,750 ) 4.90 Cancelled / Forfeited (1,323 ) — Outstanding at January 31, 2021 570,801 $ 4.90 2.15 $ 2,797 Exercisable at January 31, 2021 570,801 $ 4.90 2.15 $ 2,797 |
Schedule of grants of restricted shares of Class B common stock | Number of Weighted Outstanding at July 31, 2020 123,104 $ 10.80 Granted 44,070 21.92 Vested (29,434 ) (18.11 ) Cancelled / Forfeited (2,099 ) (13.54 ) Non-vested shares at January 31, 2021 135,641 $ 17.01 |
Schedule of fair value of warrants granted using the Black-Scholes option pricing method | Risk-free interest rate 0.1 % Expected term (in years) 1.5 Expected volatility 80.0 % Expected dividend yield — % |
Schedule of outstanding warrants | Number of Weighted Remaining Outstanding at July 31, 2020 — $ — — Granted 113,487 22.91 1.35 Outstanding at January 31, 2021 113,487 $ 22.91 1.35 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Schedule of future contractual minimum lease payments | Year ending July 31, Related Other Total (in thousands) 2021 (remaining) $ 1,024 $ 393 $ 1,417 2022 2,078 780 2,858 2023 2,117 592 2,709 2024 2,155 538 2,693 2025 1,659 550 2,209 Thereafter — 1,948 1,948 Total Minimum Future Rental Income $ 9,033 $ 4,801 $ 13,834 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Jan. 31, 2021 | |
Description of Business (Details) [Line Items] | |
Percentage owned | 50.00% |
Interest percentage | 45.00% |
Pharma Holdings, LLC [Member] | |
Description of Business (Details) [Line Items] | |
Percentage owned | 90.00% |
Description of Business (Deta_2
Description of Business (Details) - Schedule of entities majority-owned subsidiaries | 6 Months Ended | |
Jan. 31, 2021 | ||
Rafael Holdings, Inc. [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
Broad Atlantic Associates, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
IDT 225 Old NB Road, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
IDT R.E. Holdings Ltd. [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | Israel | |
Percentage Owned | 100.00% | |
Rafael Holdings Realty, Inc. [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
Barer Institute, Inc. [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
The Barer Institute, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
Hillview Avenue Realty, JV [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
Hillview Avenue Realty, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 100.00% | |
Levco Pharmaceuticals Ltd. [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | Israel | |
Percentage Owned | 95.00% | |
Farber Partners, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 93.00% | |
Pharma Holdings, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 90.00% | |
LipoMedix Pharmaceuticals Ltd. [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | Israel | |
Percentage Owned | 68.00% | |
Altira Capital & Consulting, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 67.00% | |
CS Pharma Holdings, LLC [Member] | ||
Description of Business (Details) - Schedule of entities majority-owned subsidiaries [Line Items] | ||
Country of Incorporation | United States - Delaware | |
Percentage Owned | 45.00% | [1] |
[1] | 50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership in Pharma Holdings, LLC and, therefore, an effective 45% interest in CS Pharma Holdings, LLC. |
Investment in Rafael Pharmace_2
Investment in Rafael Pharmaceuticals (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | |
Jan. 28, 2021 | Jan. 31, 2019 | Jan. 31, 2021 | |
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Ownership percentage in non-operating subsidiary | 50.00% | ||
Principal amount (in Dollars) | $ 10 | ||
Rafael Pharmaceuticals [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Ownership percentage in non-operating subsidiary | 90.00% | ||
CS Pharma Holdings, LLC [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Fully diluted | 10.00% | ||
Convertible promissory note, rate of interest | 3.50% | ||
Pharma Holdings [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Ownership percentage in non-operating subsidiary | 90.00% | ||
Exercise of warrants purchases, description | On January 28, 2021, Pharma Holdings partially exercised the Warrant to maintain the 51% ownership percentage and purchased 7.3 million shares of Rafael Pharmaceuticals’ Series D Preferred Stock for $9.1 million, of which $0.9 million was contributed by the holder of a minority interest in Pharma Holdings. | ||
Howard Jonas [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Fully diluted | 10.00% | ||
Howard Jonas [Member] | Rafael Pharmaceuticals [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Fully diluted | 10.00% | ||
Series D Convertible Preferred Stock [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Exercise of warrants purchases, description | The Series D Convertible Preferred Stock has a stated value of $1.25 per share (subject to appropriate adjustment to reflect any stock split, combination, reclassification or reorganization of the Series D Preferred Stock or any dilutive issuances, as described below). Holders of Series D Stock are entitled to receive non-cumulative dividends when, as and if declared by the board of Rafael Pharmaceuticals, prior to any dividends to any other class of capital stock of Rafael Pharmaceuticals. In the event of any liquidation, dissolution or winding up of the Company, or in the event of any deemed liquidation, proceeds from such liquidation, dissolution or winding up shall be distributed first to the holders of Series D Stock. Except with respect to certain major decisions, or as required by law, holders of Series D Stock vote together with the holders of the other preferred stock and common stock and not as a separate class. | ||
Rafael Pharmaceuticals [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Ownership percentage in subsidiary and holds percentage of interest | 50.00% | ||
Indirect interest in assets held, percentage | 45.00% | ||
Percentage of outstanding capital stock | 51.00% | ||
Percentage of outstanding capital stock on fully diluted basis | 41.00% | ||
CS Pharma Holdings, LLC [Member] | Series D Convertible Preferred Stock [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Exercise price of warrants or rights, description | Pharma Holdings holds 36.7 million shares of Rafael Pharmaceuticals Series D Convertible Preferred Stock and a warrant to increase the combined ownership of Pharma Holdings and CS Pharma to up to 56% of the fully diluted equity interests in Rafael Pharmaceuticals (the “Warrant”). The Warrant is exercisable at the lower of 70% of the price sold in an equity financing, or $1.25 per share, subject to certain adjustments. | ||
Purchase of exercise the warrant, shares (in Shares) | 16.7 | ||
Pharma Holdings [Member] | |||
Investment in Rafael Pharmaceuticals (Details) [Line Items] | |||
Exercise price of warrants or rights, description | The Company currently own 51% of the issued and outstanding equity in Rafael Pharmaceuticals. Approximately 8% of the issued and outstanding equity is owned by the Company’s subsidiary CS Pharma and 43% is held by the Company’s subsidiary Pharma Holdings. The Company’s subsidiary Pharma Holdings holds a non-dilutive option to increase the Company’s (via Pharma Holdings and CS Pharma) total ownership to 56%. Based on the current shares issued and outstanding of Rafael Pharmaceuticals as of January 31, 2021, the Company, and the Company’s affiliates, would need to pay approximately $17 million to exercise the Warrant in full to 56%. On an as-converted fully diluted basis (for all convertible securities of Rafael Pharmaceuticals outstanding), the Company, and the Company’s affiliates would need to pay approximately $125 million to exercise the Warrant in full (including to offset the impact of additional issuances of Rafael Pharmaceuticals equity under the Line of Credit). Howard Jonas holds 10% of the interest in Pharma Holdings and would need to contribute 10% of any cash necessary to exercise any portion of the Warrant. |
Investment in Altira (Details)
Investment in Altira (Details) - USD ($) | Dec. 07, 2020 | May 13, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 |
Investment in Altira (Details) [Line Items] | |||||
Percentage of membership interest | 33.333% | ||||
Cost of investments | $ 7,000,000 | ||||
Contingent consideration | 3,000,000 | ||||
Impairment charge | 724,000 | ||||
Investment in acquired description | the Company purchased an additional 33.333% of membership interests in Altira, pursuant to the Membership Interest Purchase Agreement (the “Second Altira Agreement”) between the Company and another Altira member, (the “Second Seller”). With this transaction, the Company now owns an aggregate 66.666% of the membership interests in Altira. Pursuant to the Second Altira Agreement, on December 7, 2020, the Second Seller sold their economic rights related to a 33.333% membership interest in Altira to the Company and in effect the Company purchased the potential right to receive a 1% royalty on Net Sales (as defined in the Royalty Agreement between Altira and Rafael Pharmaceuticals) on sales of certain Rafael Pharmaceuticals’ products. The purchase consideration for the purchase of the Membership Interest consists of 1) $1,000,000 payable monthly in four equal installments of $250,000 each, commencing on January 4, 2021; 2) $3,000,000 due on January 4, 2021; 3) $3,000,000 due within fifteen (15) days of the earlier to occur of either the completion of Rafael Pharmaceuticals’ Phase III pivotal trial (AVENGER 500®) of CPI-613® (devimistat) or May 31, 2021 and not before January 4, 2021; and 4) $3,000,000 which is due within one-hundred and twenty (120) days from the date that Rafael Pharmaceuticals files a new drug application with the U.S. Food and Drug Administration for approval of devimistat (CPI-613) as a first in-line therapy for pancreatic cancer, as defined in the Purchase Agreement. | ||||
Payments due to Seller | 1,000,000 | ||||
Due to the seller | 3,500,000 | ||||
Investments | 7,000,000 | ||||
Second Altira Agreement [Member] | |||||
Investment in Altira (Details) [Line Items] | |||||
Due to the seller | $ 6,000,000 | ||||
Altira [Member] | |||||
Investment in Altira (Details) [Line Items] | |||||
Percentage of membership interest | 33.333% | ||||
Cost of investments | $ 4,000,000 | ||||
Contingent consideration | $ 6,000,000 | ||||
Impairment charge | $ 4,000,000 | ||||
Purchase Agreement [Member] | |||||
Investment in Altira (Details) [Line Items] | |||||
Purchase agreement, description | the Seller sold the economic rights related to a 33.333% membership interest in Altira to the Company and in effect the Company purchased the potential right to receive a 1% royalty on Net Sales (as defined in the Royalty Agreement between Altira and Rafael Pharmaceutical) on sales of certain Rafael Pharmaceuticals’ products. The purchase consideration for the purchase of the membership interest consists of 1) $1,000,000 payable monthly in four equal installments of $250,000 each; 2) $3,000,000 due on January 3, 2021; 3) $3,000,000 due within fifteen (15) days of interim data analysis in Rafael Pharmaceuticals’ Phase 3 pivotal trial (AVENGER 500®) of CPI-613® (devimistat); and 4) $3,000,000 which is due within one-hundred and twenty (120) days from the date that Rafael Pharmaceuticals files a new drug application with the U.S. Food and Drug Administration for approval of devimistat (CPI-613) as a first in-line therapy for pancreatic cancer, as defined in the Purchase Agreement. The post-closing payments are to be made, at the Company’s discretion, in cash or shares of the Company’s Class B common stock based on the ten days average share price of the Company’s Class B common stock prior to the date of payment or any combination thereof. |
Investment in RP Finance, LLC (
Investment in RP Finance, LLC (Details) - USD ($) | Feb. 03, 2020 | Aug. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Nov. 30, 2020 |
Investment in RP Finance, LLC (Details) [Line Items] | |||||||
Amount of revolving commitment to funds | $ 5,000,000 | ||||||
Income from interest | $ 96,000 | $ 0 | $ 192,000 | $ 0 | |||
Percentage of ownership interest | 37.50% | 37.50% | 37.50% | 37.50% | |||
Line of credit facility, description | In August 2020, Rafael Pharmaceuticals called for a $5 million draw on the line of credit facility and the facility was funded by RP Finance LLC in the amount of $5 million, paid in parts in August and September 2020. | ||||||
Capital fund invested | $ 3,750,000 | $ 3,750,000 | |||||
Rafael Pharmaceuticals [Member] | |||||||
Investment in RP Finance, LLC (Details) [Line Items] | |||||||
Percentage of issued and outstanding shares | 12.00% | 12.00% | |||||
Line of Credit Agreement [Member] | |||||||
Investment in RP Finance, LLC (Details) [Line Items] | |||||||
Amount of revolving commitment to funds | $ 50,000,000 | ||||||
Description line of credit facility | The Company owns 37.5% of the equity interests in RP Finance and is required to fund 37.5% of funding requests from Rafael Pharmaceuticals under the Line of Credit Agreement. Howard Jonas owns 37.5% of the equity interests in RP Finance, and is required to fund 37.5% of funding requests from Rafael Pharmaceuticals under the Line of Credit Agreement. The remaining 25% equity interests in RP Finance is owned by other shareholders of Rafael Pharmaceuticals. | ||||||
Rafael Pharmaceuticals [Member] | |||||||
Investment in RP Finance, LLC (Details) [Line Items] | |||||||
Amount of revolving commitment to funds | $ 5,000,000 |
Investment in LipoMedix Pharm_2
Investment in LipoMedix Pharmaceuticals Ltd. (Details) - USD ($) | May 20, 2020 | Mar. 27, 2020 | Jan. 21, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Nov. 30, 2019 | Jan. 31, 2021 | Nov. 13, 2019 |
Investment in LipoMedix Pharmaceuticals Ltd. (Details) [Line Items] | ||||||||
Issued and outstanding ordinary shares, percentage | 68.00% | |||||||
Bridge finance | $ 75,000 | $ 125,000 | $ 100,000 | |||||
Maturity date | Apr. 20, 2020 | May 3, 2020 | May 3, 2020 | |||||
Ordinary shares (in Shares) | 4,000,000 | |||||||
Purchase price | $ 1,000,000 | |||||||
Total principal amount | $ 300,000 | |||||||
Interest, for an aggregate amount | $ 693,263 | $ 306,737 | ||||||
Minimum [Member] | LipoMedix [Member] | ||||||||
Investment in LipoMedix Pharmaceuticals Ltd. (Details) [Line Items] | ||||||||
Ownership percentage | 58.00% | |||||||
Maximum [Member] | LipoMedix [Member] | ||||||||
Investment in LipoMedix Pharmaceuticals Ltd. (Details) [Line Items] | ||||||||
Ownership percentage | 68.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Oct. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Investment hedge funds | $ 2,000,000 | ||
Investments in securities | $ 500,000 | ||
Unrealized loss | $ 700,000 | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and where they are classified within the fair value hierarchy - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and where they are classified within the fair value hierarchy [Line Items] | ||
Hedge Funds | $ 8,943 | $ 7,510 |
Total | 8,943 | 7,510 |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and where they are classified within the fair value hierarchy [Line Items] | ||
Hedge Funds | ||
Total | ||
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and where they are classified within the fair value hierarchy [Line Items] | ||
Hedge Funds | ||
Total | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and where they are classified within the fair value hierarchy [Line Items] | ||
Hedge Funds | 8,943 | 7,510 |
Total | $ 8,943 | $ 7,510 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis using significant unobservable inputs - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Balance, beginning of period | $ 7,510 | $ 5,125 |
Liquidation of Hedge Fund Investments | (2,000) | |
Total gain included in earnings | 3,433 | 520 |
Balance, end of period | $ 8,943 | $ 5,645 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Trade Accounts Receivable (Details) [Line Items] | ||
Prepaid expenses and other current assets | $ 116 | $ 273 |
Other assets | 1,500 | |
Current Portion of Deferred Rental Income [Member] | ||
Trade Accounts Receivable (Details) [Line Items] | ||
Prepaid expenses and other current assets | 89 | $ 11 |
Noncurrent Portion of Deferred Rental Income [Member] | ||
Trade Accounts Receivable (Details) [Line Items] | ||
Other assets | $ 1,500 |
Trade Accounts Receivable (De_2
Trade Accounts Receivable (Details) - Schedule of trade accounts receivable - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Schedule of trade accounts receivable [Abstract] | ||
Trade Accounts Receivable | $ 130 | $ 364 |
Accounts Receivable - Related Party | 111 | 121 |
Less Allowance for Doubtful Accounts | (117) | (218) |
Trade Accounts Receivable, net | $ 124 | $ 267 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Property, Plant and Equipment [Member] | ||||
Property and Equipment (Details) [Line Items] | ||||
Depreciation expense | $ 0.4 | $ 0.5 | $ 0.9 | $ 0.9 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - Property and Equipment [Member] - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Building and Improvements | $ 47,774 | $ 47,591 |
Land | 10,412 | 10,412 |
Furniture and Fixtures | 1,145 | 1,145 |
Other | 261 | 256 |
Property and equipment, gross | 59,592 | 59,404 |
Less Accumulated Depreciation | (15,832) | (14,971) |
Total | $ 43,760 | $ 44,433 |
Loss per Share (Details) - Sche
Loss per Share (Details) - Schedule of common share equivalents, basic and dilutive loss per share - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Schedule of common share equivalents, basic and dilutive loss per share [Abstract] | ||||
Stock Options | 570,801 | 586,874 | 570,801 | 586,874 |
Total | 570,801 | 586,874 | 570,801 | 586,874 |
Related Party Transactions (Det
Related Party Transactions (Details) | Dec. 10, 2020USD ($) | Sep. 08, 2020USD ($) | Jan. 05, 2020USD ($)shares | Jan. 28, 2021 | Jan. 29, 2020 | Jan. 31, 2020USD ($) | Jan. 31, 2021USD ($)m²$ / sharesshares | Jan. 31, 2020USD ($) |
Related Party Transactions (Details) [Line Items] | ||||||||
Related party expenses | $ 90,000 | |||||||
Expenses due to related party | $ 29,000 | |||||||
Area of land (in Square Meters) | m² | 3,600 | |||||||
Rent and parking expenses | $ 460,000 | $ 30,000 | $ 24,000 | |||||
Due to related parties | $ 118,000 | $ 360,000 | $ 118,000 | |||||
Vesting shares, description | On January 29, 2020, in connection with the vesting of certain restricted shares of Class B common stock held by an officer of the Company, the Company withheld 5,238 shares to pay for the payroll taxes on the officer’s behalf, totaling approximately $116,000. | |||||||
Services charges | $ 3,000 | |||||||
Percentage of shares outstanding | 5.00% | |||||||
Payments to patent applications | $ 120,000 | |||||||
Royalty payment | $ 50,000 | |||||||
DescriptionOfWarrant | On January 28, 2021, Pharma Holdings partially exercised the Warrant and purchased 7.3 million shares of Rafael Pharmaceuticals’ Series D Preferred Stock for $9.1 million, of which $0.9 million was contributed by the holder of a minority interest in Pharma Holdings. | |||||||
Related party transaction, description | The Company leases space to related parties which represented approximately 62% and 43% of the Company’s total revenue for the three months ended January 31, 2021 and 2020, respectively, and 59% and 43% for the six months ended January 31, 2021 and 2020, respectively. See Note 16 for future minimum rent payments from related parties and other tenants. | |||||||
Ownership percentage, description | The Company has recognized approximately $96 thousand and $0 in income from its ownership interests of 37.5% in RP Finance for the three months ended January 31, 2021 and 2020, respectively, and $192 thousand and $0 in income from its ownership interests of 37.5% in RP Finance for the six months ended January 31, 2021 and 2020, respectively (see Note 5). | |||||||
Warrants percentage | 20.00% | |||||||
Warrants exercise price per share (in Dollars per share) | $ / shares | $ 22.91 | |||||||
Warrants expire date | Jun. 6, 2022 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares purchased (in Shares) | shares | 218,245 | |||||||
Common stock for consideration | $ 5,000,000 | |||||||
Levco Pharmaceuticals Ltd [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Services charges | $ 120,000 | |||||||
IDT [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Area of land (in Square Meters) | m² | 80,000 | |||||||
Class B Common Stock [Member] | Officer's [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Restricted shares vested (in Shares) | shares | 5,405 | |||||||
Payroll Taxes | $ 123,000 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 6 Months Ended |
Jan. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Carryforwards of domestic operations | $ 41.7 |
State of operations | 24.6 |
Foreign of operations | $ 2.4 |
Taxable income | 80.00% |
Business Segment Information (D
Business Segment Information (Details) | 1 Months Ended | 6 Months Ended |
Aug. 31, 2020 | Jan. 31, 2021 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | |
Sale of building, description | the Company sold a 3-story, 65,253 square foot office building located at 225 Old New Brunswick Road in Piscataway, New Jersey to 225 ONBR, LLC, an entity unaffiliated with the Company. The purchase price was $3,875,000 and, after transfer taxes and broker’s commission, the Company received $3,675,638 in cash. |
Business Segment Information _2
Business Segment Information (Details) - Schedule of operating results for the business segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 959 | $ 1,236 | $ 2,012 | $ 2,446 |
Loss from operations | (10,817) | (1,906) | (13,308) | (3,448) |
Pharmaceuticals [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Loss from operations | (8,643) | (514) | (9,176) | (780) |
Real Estate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 959 | 1,236 | 2,012 | 2,446 |
Loss from operations | $ (2,174) | $ (1,392) | $ (4,132) | $ (2,668) |
Business Segment Information _3
Business Segment Information (Details) - Schedule of revenue from tenants by geographic areas | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue from tenants located in Israel | 7.00% | 6.00% | 6.00% | 7.00% |
Business Segment Information _4
Business Segment Information (Details) - Schedule of net long-lived assets and total assets by geographic areas - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 146,249 | $ 136,347 |
Business Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, net | 43,760 | 44,433 |
Total assets | 146,249 | 136,347 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, net | 42,183 | 42,840 |
Total assets | 142,614 | 132,286 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets, net | 1,577 | 1,593 |
Total assets | $ 3,635 | $ 4,061 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Sep. 17, 2018 | Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Payment of consulting fees | $ 377,000 | |
Legal fees | $ 48,000 | |
Settlement agreement, description | As part of the Settlement Agreement, the Company agreed to pay a penalty of $127,294 in eight quarterly installment payments through November 2021 |
Equity (Details)
Equity (Details) | Dec. 07, 2020USD ($)$ / sharesshares | Aug. 31, 2019USD ($) | Nov. 15, 2018USD ($)$ / shares | Jan. 31, 2021USD ($)shares | Jan. 31, 2020USD ($)shares |
Equity (Details) [Line Items] | |||||
Note term | 3 years | ||||
Interest rate | 6.00% | ||||
Number of options exercised (in Shares) | shares | 8,750 | ||||
Unrecognized compensation cost over next period | 1 year 328 days | ||||
Total unrecognized compensation cost | $ 1,800,000 | ||||
Amount of aggregate purchase price | $ 13,000,000 | ||||
Shares of common stock purchased, percentage | 20.00% | ||||
Warrants expire | Jun. 6, 2022 | ||||
Restricted Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Unrecognized compensation cost over next period | 3 years | ||||
Securities Purchase Agreement [Member] | |||||
Equity (Details) [Line Items] | |||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 22.91 | ||||
Aggregate shares of common stock (in Shares) | shares | 218,245 | ||||
Proceeds from issuance of warrants | $ 8,200,000 | ||||
Warrant [Member] | Securities Purchase Agreement [Member] | |||||
Equity (Details) [Line Items] | |||||
Aggregate shares of common stock (in Shares) | shares | 113,487 | ||||
2018 Equity Incentive Plan [Member] | |||||
Equity (Details) [Line Items] | |||||
Restricted shares granted (in Shares) | shares | 4,203 | 4,203 | |||
Fair value of grants | $ 286,000 | $ 208,000 | |||
Class B Common Stock [Member] | |||||
Equity (Details) [Line Items] | |||||
Convertible note | $ 667,000 | $ 15,000,000 | |||
Conversion of common stock price per share (in Dollars per share) | $ / shares | $ 8.47 | ||||
Convertible into shares of common stock | 1,849,749 | ||||
Cash consideration | $ 5,000,000 | ||||
Class B Common Stock [Member] | Securities Purchase Agreement [Member] | |||||
Equity (Details) [Line Items] | |||||
Sale of stock issued (in Shares) | shares | 567,437 | ||||
Sale of stock price per share (in Dollars per share) | $ / shares | $ 22.91 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of stock option activity $ / shares in Units, $ in Thousands | 6 Months Ended |
Jan. 31, 2021USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Number of Options, Outstanding, Beginning balance | shares | 580,874 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 4.90 |
Weighted Average Remaining Contractual Term (in years), Beginning balance | 2 years 237 days |
Aggregate Intrinsic Value, Beginning balance | $ | $ 2,846 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Options, Exercised | shares | (8,750) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 4.90 |
Number of Options, Cancelled / Forfeited | shares | (1,323) |
Weighted Average Exercise Price, Cancelled / Forfeited | $ / shares | |
Number of Options, Outstanding, Ending balance | shares | 570,801 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 4.90 |
Weighted Average Remaining Contractual Term (in years), Ending balance | 2 years 54 days |
Aggregate Intrinsic Value, Ending balance | $ | $ 2,797 |
Number of Options, Exercisable | shares | 570,801 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4.90 |
Weighted Average Remaining Contractual Term (in years) Exercisable | 2 years 54 days |
Aggregate Intrinsic Value, Outstanding, Exercisable | $ | $ 2,797 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of grants of restricted shares of Class B common stock | 6 Months Ended |
Jan. 31, 2021$ / sharesshares | |
Schedule of grants of restricted shares of Class B common stock [Abstract] | |
Number of Non-vested Shares, Beginning Balance | shares | 123,104 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 10.80 |
Number of Non-vested Shares, Granted | shares | 44,070 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 21.92 |
Number of Non-vested Shares, Vested | shares | (29,434) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ (18.11) |
Number of Non-vested Shares, Cancelled / Forfeited | shares | (2,099) |
Weighted Average Grant Date Fair Value, Cancelled / Forfeited | $ / shares | $ (13.54) |
Number of Non-vested Shares, Ending Balance | shares | 135,641 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 17.01 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of fair value of warrants granted using the Black-Scholes option pricing method | 6 Months Ended |
Jan. 31, 2021 | |
Schedule of fair value of warrants granted using the Black-Scholes option pricing method [Abstract] | |
Risk-free interest rate | 0.10% |
Expected term (in years) | 1 year 6 months |
Expected volatility | 80.00% |
Expected dividend yield |
Equity (Details) - Schedule o_4
Equity (Details) - Schedule of outstanding warrants | 6 Months Ended |
Jan. 31, 2021$ / sharesshares | |
Schedule of outstanding warrants [Abstract] | |
Number of Shares, Outstanding, Beginning balance | shares | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | |
Remaining Contractual Term (years), Outstanding, Beginning balance | |
Number of Shares, Outstanding, Granted | shares | 113,487 |
Weighted Average Exercise Price, Outstanding, Granted | $ / shares | $ 22.91 |
Remaining Contractual Term (years), Outstanding, Granted | 1 year 127 days |
Number of Shares, Outstanding, Ending balance | shares | 113,487 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 22.91 |
Remaining Contractual Term (years), Outstanding, Ending balance | 1 year 127 days |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Disclosure Text Block [Abstract] | ||||
Net operating leases with initial term expiration dates | The Company is the lessor of certain properties which are leased to tenants under net operating leases with initial term expiration dates ranging from 2021 to 2029. | |||
Other income | $ 0.7 | $ 0.9 | $ 1.5 | $ 1.8 |
Related party leases expire, description | The Company has related party leases that expire in April 2025 for (i) an aggregate of 88,631 square feet, which includes two parking spots per thousand square feet of space leased at 520 Broad Street, Newark, New Jersey, and (ii) 3,595 square feet in Israel. | |||
Annual rent | $ 2 | |||
Related parties terminate leases, description | The related parties have the right to terminate the domestic leases upon four months’ notice, and upon early termination will pay a termination penalty equal to 25% of the portion of the rent due over the course of the remaining term. A related party has the right to terminate the Israeli lease upon four months’ notice. IDT has the right to lease an additional 50,000 square feet, in 25,000-foot increments, in the building located at 520 Broad Street, Newark, New Jersey on the same terms as their base lease, and other rights should 25,000 square feet or less remain available to lessees in the building. Upon expiration of the lease, related parties have the right to renew the leases for another five years. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of future contractual minimum lease payments $ in Thousands | Jan. 31, 2021USD ($) |
Leases (Details) - Schedule of future contractual minimum lease payments [Line Items] | |
2021 (remaining) | $ 1,417 |
2022 | 2,858 |
2023 | 2,709 |
2024 | 2,693 |
2025 | 2,209 |
Thereafter | 1,948 |
Total Minimum Future Rental Income | 13,834 |
Related Parties [Member] | |
Leases (Details) - Schedule of future contractual minimum lease payments [Line Items] | |
2021 (remaining) | 1,024 |
2022 | 2,078 |
2023 | 2,117 |
2024 | 2,155 |
2025 | 1,659 |
Thereafter | |
Total Minimum Future Rental Income | 9,033 |
Other [Member] | |
Leases (Details) - Schedule of future contractual minimum lease payments [Line Items] | |
2021 (remaining) | 393 |
2022 | 780 |
2023 | 592 |
2024 | 538 |
2025 | 550 |
Thereafter | 1,948 |
Total Minimum Future Rental Income | $ 4,801 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 15, 2021 | Mar. 05, 2021 | Feb. 17, 2021 | Mar. 02, 2021 | Nov. 13, 2019 |
Subsequent Events (Details) [Line Items] | |||||
Payment total | $ 300,000 | ||||
Accrued interest rate | 8.00% | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
First payment due | $ 250 | ||||
Principal amount | $ 400,000 | ||||
Employment Agreement, description | On March 5, 2021, the Company entered into an Employment Agreement with Ameet Mallik that provides for Mr. Mallik to be appointed as Chief Executive Officer of the Company on May 1, 2021. | ||||
Warrants and Rights Outstanding | $ 1,000,000 | ||||
Altira Seller [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Payment total | 500 | ||||
Second payment due | 3,000,000 | ||||
Altira Second Seller [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Payment total | 500 | ||||
Second payment due | $ 2,250,000 | ||||
Class B Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Exchange of common stock shares (in Shares) | 43,649 | ||||
Class B Common Stock [Member] | Altira Seller [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Shares of common stock issued (in Shares) | 129,620 | ||||
Class B Common Stock [Member] | Altira Second Seller [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Shares of common stock issued (in Shares) | 101,844 |