Non-Invasive Monitoring Systems (NIMU) 10-Q 15 Dec 16 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Oct. 31, 2016	Dec. 14, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	NON INVASIVE MONITORING SYSTEMS INC /FL/
Entity Central Index Key	720,762
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 31, 2016
Current Fiscal Year End Date	--07-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		79,007,423
Trading Symbol	NIMU
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 31, 2016	Jul. 31, 2016
Current assets
Cash	$ 59	$ 87
Prepaid expenses, deposits, and other current assets	40	56
Total current assets	99	143
Non-current assets
Inventories, net	99	99
Total assets	198	242
Current liabilities
Notes payable - Related party	1,675	1,675
Notes payable - other	50	50
Accounts payable and accrued expenses	1,341	1,258
Customer deposits	4	4
Total current liabilities	3,070	2,987
Total liabilities	3,070	2,987
Shareholders' deficit
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 79,007,423 shares issued and outstanding as of October 31, 2016 and July 31, 2016	790	790
Additional paid in capital	21,930	21,930
Accumulated deficit	(25,609)	(25,482)
Accumulated other comprehensive loss	(48)	(48)
Total shareholders' deficit	(2,872)	(2,745)
Total liabilities and shareholders' deficit	198	242
Series B Preferred Stock [Member]
Shareholders' deficit
Preferred Stock, value
Series C Preferred Stock [Member]
Shareholders' deficit
Preferred Stock, value	62	62
Series D Preferred Stock [Member]
Shareholders' deficit
Preferred Stock, value	$ 3	$ 3

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Oct. 31, 2016	Jul. 31, 2016
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	79,007,423	79,007,423
Common stock, shares outstanding	79,007,423	79,007,423
Series B Preferred Stock [Member]
Preferred stock, par value	$ 1	$ 1
Preferred stock, shares authorized	100	100
Preferred stock, shares issued	100	100
Preferred stock, shares outstanding	100	100
Preferred stock, liquidation preference	$ 10	$ 10
Series C Preferred Stock [Member]
Preferred stock, par value	$ 1	$ 1
Preferred stock, shares authorized	62,048	62,048
Preferred stock, shares issued	62,048	62,048
Preferred stock, shares outstanding	62,048	62,048
Preferred stock, liquidation preference	$ 62	$ 62
Series D Preferred Stock [Member]
Preferred stock, par value	$ 1	$ 1
Preferred stock, shares authorized	5,500	5,500
Preferred stock, shares issued	2,782	2,782
Preferred stock, shares outstanding	2,782	2,782
Preferred stock, liquidation preference	$ 4,173	$ 4,173

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Revenues
Product sales, net		$ 8
Total revenues		8
Operating costs and expenses
Cost of sales		3
Selling, general and administrative	79	59
Total operating costs and expenses	79	62
Operating loss	(79)	(54)
Interest expense, net	(48)	(40)
Net loss	(127)	(94)
Comprehensive net loss	(127)	(94)
Net loss attributable to common shareholders	$ (127)	$ (94)
Weighted average number of common shares outstanding - basic and diluted	79,007	79,007
Basic and diluted loss per common share	$ 0	$ 0

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - 3 months ended Oct. 31, 2016 - USD ($) $ in Thousands	Series B Preferred Stock	Series C Preferred Stock	Series D Preferred Stock	Common Stock [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Balance, beginning at Jul. 31, 2016		$ 62	$ 3	$ 790	$ 21,930	$ (25,482)	$ (48)	$ (2,745)
Balance, beginning share at Jul. 31, 2016	100	62,048	2,782	79,007,423
Net Loss						$ (127)		$ (127)
Balance, ending at Oct. 31, 2016		$ 62	$ 3	$ 790	$ 21,930	$ (25,609)	$ (48)	$ (2,872)
Balance, ending shares at Oct. 31, 2016	100	62,048	2,782	79,007,423

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Operating activities
Net loss	$ (127)	$ (94)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1
Changes in operating assets and liabilities
Inventories, net		3
Prepaid expenses, deposits and other current assets	16	15
Accounts payable and accrued expenses	83	5
Net cash used in operating activities	(28)	(70)
Financing activities
Proceeds from notes payable - related party		125
Net cash provided by financing activities		125
Net increase (decrease) in cash	(28)	55
Cash, beginning of period	87	40
Cash, end of period	$ 59	$ 95

Organization and Business

Organization and Business	3 Months Ended
	Oct. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	1. ORGANIZATION AND BUSINESS Organization. ® Business. ® During the calendar years 2005 to 2007, the Company designed, developed and manufactured the first Exer-Rest platform (now the Exer-Rest AT), a second generation acceleration therapeutics platform, and updated its operations to promote the Exer-Rest AT overseas as an aid to improve circulation and joint mobility and to relieve minor aches and pains. The Company has developed a third generation of Exer-Rest acceleration therapeutic platforms (designated the Exer-Rest AT3800 and the Exer-Rest AT4700) that had been manufactured by Sing Lin Technologies Co. Ltd. (“Sing Lin”) based in Taichung, Taiwan (see Note 10). In fiscal year 2009, NIMS began commercial sales of its third generation Exer-Rest therapeutic platforms. The Company’s condensed consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had net losses of approximately $127,000 and $94,000 for the three month periods ended October 31, 2016 and 2015, respectively, and has experienced cash outflows from operating activities. The Company also has an accumulated deficit of $25.6 million as of October 31, 2016, and has potential purchase obligations at October 31, 2016 (see note 10). The Company had $59,000 of cash at October 31, 2016 and negative working capital of approximately $2.9 million. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Absent any significant revenues from product sales, the Company will need to incur additional debt, equity financing or a strategic collaboration for the Company to continue its business activities. Management intends to obtain any additional capital needed to continue its business activities through new debt or equity financing, but there can be no assurance that it will be successful in this regard. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Oct. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation. Use of Estimates. Cash and Cash Equivalents. Allowances for Doubtful Accounts. Inventories. Taxes Assessed on Revenue-Producing Transactions. Income Taxes. Revenue Recognition. Advertising Costs. Research and Development Costs. Warranties. Stock-based compensation. Fair Value of Financial Instruments. As of October 31, 2016, the respective carrying value of the notes payable – related party and notes payable – other approximate our current borrowing rate for similar debt instruments of comparable maturity and are considered Level 3 measurements within the fair value hierarchy. Level 3 Inputs to the valuation methodology are those that are unobservable and significant to the fair value measurement. Foreign Currency Translation. Comprehensive Income (Loss). Loss Contingencies. Recent Accounting Pronouncements.

Inventories

Inventories	3 Months Ended
	Oct. 31, 2016
Inventory Disclosure [Abstract]
Inventories	3. INVENTORIES The Company’s inventory consisted of the following at October 31, 2016 and July 31, 2016 (in thousands): October 31, 2016 July 31, 2016 Finished goods $ 99 $ 99 Total inventories $ 99 $ 99 The Company recorded inventory valuation impairment adjustments of $327,000 for the year ended July 31, 2016. The $327,000 inventory valuation adjustment for the year ended July 31, 2016 is related to management’s year-end business review and related assessment of the net realizable value of the Exer-Rest units. Factors in this determination included the age of inventory, recent historical sales, and the uncertainty of when the Company would have a sales team, either internal or through an alliance or collaboration, for the Exer-Rest. Previous to year end, factors similar to those above led management to conclude that inventory was recorded at the lower of cost and net realizable value (or lower-of-cost or market for previous years). Given the change in circumstances around year end which included a lower likelihood of having a sales force, management reassessed its determination and recorded a provision on inventory. Additionally the inventory adjustment includes spare parts and a single used Exer-Rest unit that is no longer in the possession of the Company. A summary of the inventory valuation adjustment consists of the following (in thousands): Inventory Valuation Adjustment Finished goods including landing costs $ 313 Spare parts 11 Used inventory 3 Total inventory valuation adjustment $ 327 Although it does not plan to do so, if the Company were to dispose of the inventory outside the normal course of business, the amount recovered by the Company may likely be substantially less than the carrying value.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Oct. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	4. STOCK-BASED COMPENSATION The Company measures the cost of employee, officer and director services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of the Company’s stock option awards is expensed over the vesting life of the underlying stock options using the graded vesting method, with each tranche of vesting options valued separately. The Company recorded stock-based compensation of $0 for the three months ended October 31, 2016 and 2015. The Company’s 2000 Stock Option Plan, as amended (the “2000 Plan”), provides for the issuance of up to 2,000,000 shares of the Company’s common stock. The 2000 Plan allows the issuance of incentive stock options, stock appreciation rights and restricted stock awards. The exercise price of the options is determined by the compensation committee of the Company’s Board of Directors, but incentive stock options, if any, must be granted at an exercise price not less than the fair market value of the Company’s common stock as of the grant date or an exercise price of not less than 110% of the fair value for a 10% shareholder. Options expire up to ten years from the date of the grant and are exercisable according to the terms of the individual option agreements. The 2000 Plan expired on March 1, 2012. No additional grants may be made under the 2000 Plan; however, previously granted options will remain in force pursuant to the terms of the individual grants. In November 2010, the Company’s Board and Compensation Committee approved the Non-Invasive Monitoring Systems, Inc. 2011 Stock Incentive Plan (the “2011 Plan”). Awards granted under the 2011 Plan may consist of incentive stock options, stock appreciation rights (SAR), restricted stock grants, restricted stock units (RSU) performance shares, performance units or cash awards. Subject to adjustment in certain circumstances, the 2011 Plan authorizes up to 4,000,000 shares of the Company’s common stock for issuance pursuant to the terms of the 2011 Plan. The 2011 Plan was approved by our shareholders in March 2012 and no awards have been granted under the 2011 Plan as of October 31, 2016. The Company did not grant any stock options during the three months ended October 31, 2016 or 2015. A summary of the Company’s stock option activity for the three months ended October 31, 2016 is as follows: Shares Weighted Average Exercise Price Weighted average remaining contractual term (years) Aggregate intrinsic Value Options outstanding, July 31, 2016 200,000 $ 0.430 Options granted - n/a Options exercised - n/a Options forfeited or expired - n/a Options outstanding, October 31, 2016 200,000 $ 0.430 0.36 $ 0 Options expected to vest, October 31, 2016 200,000 $ 0.430 0.36 $ 0 Options exercisable, October 31, 2016 200,000 $ 0.430 0.36 $ 0 Of the 200,000 options outstanding at October 31, 2016, all were issued under the 2000 Plan and none were issued outside of shareholder approved plans. There were no options exercised during the three month periods ended October 31, 2016 and 2015. There were no options forfeited or expired during the three month periods ending October 31, 2016 and 2015. As of October 31, 2016, there was no unrecognized costs related to outstanding stock options.

Royalties

Royalties	3 Months Ended
	Oct. 31, 2016
Royalties
Royalties	5. ROYALTIES The Company is a party to two licensing agreements with SensorMedics and VivoMetrics. The Company previously received royalty income from the sale of its diagnostic monitoring hardware and software from SensorMedics and previously received royalties from VivoMetrics prior to its bankruptcy. There was no royalty income from the SensorMedics license for the three months ended October 31, 2016 and 2015. SensorMedics indicated they will discontinue licensed product sales after inventory is depleted. We believe SensorMedics inventory is depleted and, therefore, we do not anticipate any future royalty revenue from SensorMedics. There were no royalties recognized from VivoMeterics for the three months ended October 31, 2016 and 2015. VivoMetrics ceased operations in July 2009 and filed for Chapter 11 bankruptcy protection in October 2009. Under VivoMetrics’ approved bankruptcy plan of reorganization, our license with VivoMetrics was assigned to another company; however, there can be no assurance as to the future amount of royalty income, if any, that may result from this license or from our existing license with SensorMedics.

Notes Payable

Notes Payable	3 Months Ended
	Oct. 31, 2016
Debt Disclosure [Abstract]
Notes Payable	6. NOTES PAYABLE 2010 Credit Facility. 2011 Promissory Notes. 2012 Promissory Note. 2013 Promissory Note. 2014 Promissory Note. 2015 Promissory Notes. On April 16, 2015, the Company entered into a promissory note (“April 2015 Frost Gamma Note”) in the amount of $100,000 with Frost Gamma”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of the Company’s common stock. The interest rate payable by the Company on the April 2015 Frost Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The April 2015 Frost Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. On August 12, 2015, the Company entered into a promissory note in the principal amount of $25,000 with Frost Gamma (the “August 2015 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of the Company’s common stock. The interest rate payable by the Company on the August 2015 Frost Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The August 2015 Frost Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. On October 27, 2015, the Company entered into a promissory note in the principal amount of $50,000 with Frost Gamma (the “October 2015 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of the Company’s common stock. The interest rate payable by the Company on the October 2015 Frost Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The October 2015 Frost Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. On October 27, 2015, the Company entered into a promissory note in the principal amount of $50,000 with Jane Hsiao, the Company’s Chairman of the Board and Interim Chief Executive Officer (the “October 2015 Hsiao Note”). The interest rate payable by the Company on the October 2015 Hsiao Note is 11% per annum, payable on the Promissory Notes Maturity Date. The October 2015 Hsiao Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. 2016 Promissory Notes. On June 1, 2016, the Company entered into a promissory note in the principal amount of $100,000 with Hsu Gamma, an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Jane H. Hsiao, (the “June 2016 Hsu Gamma Note”). The interest rate payable by NIMS on the June 2016 Hsu Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The June 2016 Hsu Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. At October 31, 2016, the Company was obligated under the above described Credit Facility and promissory notes to make future principal payments (excluding interest) as follows: Year Ending October 31, 2017 1,725,000 $ 1,725,000

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Oct. 31, 2016
Equity [Abstract]
Shareholders' Equity	7. SHAREHOLDERS’ EQUITY The Company has three classes of Preferred Stock. Holders of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters. Series B Preferred Stock is not redeemable by the Company and has a liquidation value of $100 per share, plus declared and unpaid dividends, if any. Dividends are non-cumulative, and are at the rate of $10 per share, if declared. Series C Preferred Stock is redeemable by the Company at a price of $0.10 per share upon 30 days prior written notice. This series has a liquidation value of $1.00 per share plus declared and unpaid dividends, if any. Dividends are non-cumulative, and are at the rate of $0.10 per share, if declared. Each share of Series C Preferred Stock is convertible into 25 shares of the Company’s common stock upon payment of a conversion premium of $4.20 per share of common stock. The conversion rate and the conversion premium are subject to adjustments in the event of stock splits, stock dividends, reverse stock splits and certain other events. Series D Preferred Stock is not redeemable by the Company. This series has a liquidation value of $1,500 per share, plus declared and unpaid dividends, if any. Each share of Series D Preferred Stock is convertible into 5,000 shares of the Company’s common stock. The conversion rate is subject to adjustments in the event of stock splits, stock dividends, reverse stock splits and certain other events. The Company did not issue any shares of the Company’s common stock during the three months ended October 31, 2016 and 2015. No preferred stock dividends were declared for the three months ended October 31, 2016 and 2015.

Basic and Diluted Loss per Shar

Basic and Diluted Loss per Share	3 Months Ended
	Oct. 31, 2016
Earnings Per Share [Abstract]
Basic and Diluted Loss Per Share	8. BASIC AND DILUTED LOSS PER SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock. In computing diluted net loss per share for the three months ended October 31, 2016 and 2015, no dilution adjustment has been made to the weighted average outstanding common shares because the assumed exercise of outstanding options and warrants and the conversion of preferred stock would be anti-dilutive. Potential common shares not included in calculating diluted net loss per share are as follows: October 31, 2016 October 31, 2015 Stock options 200,000 378,750 Series C Preferred Stock 1,551,200 1,551,200 Series D Preferred Stock 13,910,000 13,910,000 Total 15,661,200 15,839,950

Related Party Transactions

Related Party Transactions	3 Months Ended
	Oct. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	9. RELATED PARTY TRANSACTIONS The Company signed a five year lease for office space in Miami, Florida with a company owned by Dr. Phillip Frost, who is the beneficial owner of more than 10% of the Company’s Common Stock. The rental payments under the Miami office lease, which commenced January 1, 2008 and expired on December 31, 2012, were approximately $1,250 per month and continued on a month-to-month basis. In February 2016 the office space rent was reduced to $0 per month. The Company recorded rent expense related to the Miami office lease of approximately $0 and $3,800, respectively, for the three months ended October 31, 2016 and 2015. The Company signed a three year lease for warehouse space in Hialeah, Florida with a company jointly controlled by Dr. Frost and Dr. Jane Hsiao, the Company’s Chairman and Interim CEO. The rental payments under the Hialeah warehouse lease, which commenced February 1, 2009 and expired on January 31, 2012, were approximately $5,000 per month for the first year and were subsequently on a month-to-month basis following the expiration of the lease. As further described in Note 10, the Company vacated the Hialeah warehouse in September 2014 and entered into a new lease with an unrelated third party. The Company recorded rent expense related to the Hialeah warehouse of approximately $0 for the three months ended October 31, 2016 and 2015. Accounts payable related to the two leases above totaled approximately $191,000 as October 31, 2016 and July 31, 2016. The Company has the Credit Facility and multiple notes payable outstanding to related parties, as more fully described in Note 6 to these condensed consolidated financial statements. The Company incurred interest expense related to the Credit Facility of approximately $28,000 for the three months ended October 31, 2016 and 2015. The Company also incurred interest expense related to the promissory notes of approximately $20,000 and $11,000 for the three months ended October 31, 2016 and 2015, respectively. Approximately $858,000 and $810,000 of accrued interest remained outstanding on the Credit Facility and promissory notes as of October 31, 2016 and July 31, 2016, respectively. Dr. Hsiao, Dr. Frost and directors Steven Rubin and Rao Uppaluri are each stockholders, current or former officers and/or directors or former directors of TransEnterix, Inc. (formerly SafeStitch Medical, Inc.) (“TransEnterix”), a publicly-traded, medical device manufacturer, BioCardia, Inc. (“Biocardia”) (formerly known as Tiger X Medical, Inc.), Cogint, Inc. (“Cogint”) (formerly known as IDI, Inc.), a publicly-traded data fusion company and VBI Vaccines Inc, a vaccine development company. The Company’s Chief Financial Officer also served as the Chief Financial Officer of TransEnterix until October 2, 2013. The Company’s Chief Financial Officer continued as an employee of TransEnterix until March 3, 2014, during which he supervised the Miami based accounting staff of TransEnterix under a cost sharing arrangement whereby the total salaries of the Miami based accounting staff was shared by the Company and TransEnterix. Since December 2009, the Company’s Chief Legal Officer has served under a similar cost sharing arrangement as Corporate Counsel of Cogint and as the Chief Legal Officer of each of TransEnterix and through October 2016 Tiger X Medical, Inc. The Company recorded selling, general and administrative costs and expenses to account for the sharing of costs under these arrangements of $9,000 and $6,800, respectively, for the three months ended October 31, 2016, and 2015. Accounts payable to TransEnterix related to these arrangements totaled approximately $1,200 and $800 respectively, at October 31, 2016 and July 31, 2016.

Commitments

Commitments	3 Months Ended
	Oct. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments	10. COMMITMENTS Leases The Company is under an operating lease agreement for our corporate office space that expired in 2012 and currently continues on a month to month basis at no cost. We house our inventory in approximately 4,000 square feet of warehouse space in Pembroke Park, Florida. The lease commenced September 15, 2014 and originally expired on September 30, 2015 and we have exercised our option to renew that extended the expiration to September 15, 2017. Generally, the lease agreements require the payment of base rent plus escalations for increases in building operating costs and real estate taxes. Rental expense for operating leases amounted to $11,000 and $14,000 for the three months ended October 31, 2016 and 2015, respectively. Future minimum rental commitments under non-cancelable leases are as approximately follows for the years ended July 31: 2017 7,000 Total $ 7,000 Product Development and Supply Agreement. On September 4, 2007, the Company entered into a Product Development and Supply Agreement (the “Agreement”) with Sing Lin Technologies Co. Ltd., a company based in Taichung, Taiwan (“Sing Lin”). Pursuant to the Agreement, the Company consigned to Sing Lin the development and design of the next generation Exer-Rest and related devices. The Agreement commenced as of September 3, 2007 and had a term that extended three years from the acceptance by NIMS of the first run of production units. Thereafter, the Agreement automatically renewed for successive one year terms unless either party sent the other a notice of non-renewal. Either party was permitted to terminate the Agreement with ninety days prior written notice. Upon termination, each party’s obligations under the Agreement were to be limited to obligations related to confirm orders placed prior to the termination date. Pursuant to the Agreement, Sing Lin designed, developed and manufactured the tooling required to manufacture the acceleration therapeutic platforms for a total cost to the Company of $471,000. Sing Lin utilized the tooling in the performance of its production obligations under the Agreement. The Company paid Sing Lin $150,000 of the tooling cost upon execution of the Agreement and $150,000 upon the Company’s approval of the product prototype concepts and designs. The balance of the final tooling cost became due and payable in September 2008 upon acceptance of the first units produced using the tooling, and was paid in full during the year ended July 31, 2009. Under the now-terminated Agreement, the Company also granted Sing Lin the exclusive distribution rights for the products in certain countries in the Far East, including Taiwan, China, Japan, South Korea, Malaysia, Indonesia and certain other countries. Sing Lin agreed not to sell the Products outside its geographic areas in the Far East. The Agreement provided for the Company to purchase approximately $2.6 million of Exer-Rest units within one year of the September 2008 acceptance of the final product. The Agreement further provided for the Company to purchase $4.1 million and $8.8 million of Exer-Rest products in the second and third years following such acceptance, respectively. These minimum purchase amounts were based upon 2007 product costs multiplied by volume commitments. Through October 31, 2016, the Company had paid Sing Lin $1.7 million in connection with orders placed through that date. Of this amount, $90,000 was previously included as advances to contract manufacturer. As of October 31, 2016, the Company has approximately $41,000 of payables due to Sing Lin. As of October 31, 2016 and July 31, 2016, aggregate minimum future purchases under the Agreement totaled approximately $13.9 million. As of October 31, 2016, the Company had not placed orders sufficient to meet the first-year or second-year minimum purchase obligations under the Agreement. The Company notified Sing Lin in June 2010 that it was terminating the Agreement effective September 2010, and Sing Lin in July 2010 demanded that the Company place orders sufficient to fulfill the three year minimum purchase obligations in the Agreement. As of October 31, 2016, Sing Lin has not followed up on its July 2010 demand. There can be no assurance that Sing Lin will not attempt to enforce its remedies under the Agreement, or pursue other potential remedies.

Risks and Uncertainties and Con

Risks and Uncertainties and Concentrations of Risk	3 Months Ended
	Oct. 31, 2016
Risks and Uncertainties [Abstract]
Risks and Uncertainties and Concentrations of Risk	11. RISKS AND UNCERTAINTIES AND CONCENTRATIONS OF RISK Financial instruments that potentially subject the Company to risk consist principally of cash, royalties and other receivables, and purchases and advances to contract manufacturer. Cash. Inventories: Royalties and Other Receivables. Purchases from and Advances to Contract Manufacturer. Major Customers.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Oct. 31, 2016
Accounting Policies [Abstract]
Consolidation	Consolidation.
Use of Estimates	Use of Estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents.
Allowances for Doubtful Accounts	Allowances for Doubtful Accounts.
Inventories	Inventories.
Taxes Assessed on Revenue-Producing Transactions	Taxes Assessed on Revenue-Producing Transactions.
Income Taxes	Income Taxes.
Revenue Recognition	Revenue Recognition.
Advertising Costs	Advertising Costs.
Research and Development Costs	Research and Development Costs.
Warranties	Warranties.
Stock-based Compensation	Stock-based compensation.
Fair Value of Financial Instruments	Fair Value of Financial Instruments. As of October 31, 2016, the respective carrying value of the notes payable – related party and notes payable – other approximate our current borrowing rate for similar debt instruments of comparable maturity and are considered Level 3 measurements within the fair value hierarchy. Level 3 Inputs to the valuation methodology are those that are unobservable and significant to the fair value measurement.
Foreign Currency Translation	Foreign Currency Translation.
Comprehensive Income (Loss)	Comprehensive Income (Loss).
Loss Contingencies	Loss Contingencies.
Recent Accounting Pronouncements	Recent Accounting Pronouncements.

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Oct. 31, 2016
Inventory Disclosure [Abstract]
Schedule of Inventory	The Company’s inventory consisted of the following at October 31, 2016 and July 31, 2016 (in thousands): October 31, 2016 July 31, 2016 Finished goods $ 99 $ 99 Total inventories $ 99 $ 99
Schedule of Inventory Valuation Adjustment	A summary of the inventory valuation adjustment consists of the following (in thousands): Inventory Valuation Adjustment Finished goods including landing costs $ 313 Spare parts 11 Used inventory 3 Total inventory valuation adjustment $ 327

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Oct. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Share-based Compensation Stock Options Activity	A summary of the Company’s stock option activity for the three months ended October 31, 2016 is as follows: Shares Weighted Average Exercise Price Weighted average remaining contractual term (years) Aggregate intrinsic Value Options outstanding, July 31, 2016 200,000 $ 0.430 Options granted - n/a Options exercised - n/a Options forfeited or expired - n/a Options outstanding, October 31, 2016 200,000 $ 0.430 0.36 $ 0 Options expected to vest, October 31, 2016 200,000 $ 0.430 0.36 $ 0 Options exercisable, October 31, 2016 200,000 $ 0.430 0.36 $ 0

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Oct. 31, 2016
Debt Disclosure [Abstract]
Schedule of Credit Facility and Promissory Notes to Future Principal Payments	At October 31, 2016, the Company was obligated under the above described Credit Facility and promissory notes to make future principal payments (excluding interest) as follows: Year Ending October 31, 2017 1,725,000 $ 1,725,000

Basic and Diluted Loss per Sh22

Basic and Diluted Loss per Share (Tables)	3 Months Ended
	Oct. 31, 2016
Earnings Per Share [Abstract]
Schedule of Common Shares Not Included in Calcutation of Diluted Net Loss Per Share	Potential common shares not included in calculating diluted net loss per share are as follows: October 31, 2016 October 31, 2015 Stock options 200,000 378,750 Series C Preferred Stock 1,551,200 1,551,200 Series D Preferred Stock 13,910,000 13,910,000 Total 15,661,200 15,839,950

Commitments (Tables)

Commitments (Tables)	3 Months Ended
	Oct. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Rental Commitments Under Non-cancelable Leases	Future minimum rental commitments under non-cancelable leases are as approximately follows for the years ended July 31: 2017 7,000 Total $ 7,000

Organization and Business (Deta

Organization and Business (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net income (loss)	$ 127	$ 94
Accumulated deficit	25,609		$ 25,482
Cash	59	$ 95	$ 87	$ 40
Negative working capital	$ 2,900

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Cash	$ 59	$ 95	$ 87	$ 40
Advertising and promotional costs
Warranty costs
Foreign currency translation adjustments
Exer-Rest Products [Member] | U.S. [Member]
Product warranties period	2 years
Exer-Rest Products [Member] | Outside U.S. [Member]
Product warranties period	1 year
Minimum [Member]
Income tax examination year under examination	2,013
Maximum [Member]
Income tax examination year under examination	2,016

Inventories (Details Narrative)

Inventories (Details Narrative) - USD ($) $ in Thousands	Oct. 31, 2016	Jul. 31, 2016
Inventory valuation adjustments	$ 327	$ 327
Exer Rest Units [Member]
Inventory valuation adjustments		$ 327

Inventories - Schedule of Inven

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Oct. 31, 2016	Jul. 31, 2016
Inventory Disclosure [Abstract]
Finished goods	$ 99	$ 99
Total inventories	$ 99	$ 99

Inventories - Schedule of Inv28

Inventories - Schedule of Inventory Valuation Adjustment (Details) - USD ($) $ in Thousands	Oct. 31, 2016	Jul. 31, 2016
Inventory Disclosure [Abstract]
Finished goods including landing costs	$ 313
Spare parts	11
Used inventory	3
Total inventory valuation adjustment	$ 327	$ 327

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015	Jul. 31, 2016	Nov. 30, 2010
Allocated Share-based compensation expense	$ 0	$ 0
Share-based compensation options outstanding	200,000		200,000
Share-based compensation options forfeited or expired
Share-based compensation options exercised
Unrecognized costs related to outstanding stock options
2011 Stock Incentive Plan [Member]
Maximum number of shares authorized for issuance under the plan				4,000,000
2000 Stock Option Plan [Member]
Maximum number of shares authorized for issuance under the plan	2,000,000
2000 Stock Option Plan [Member]
Share-based compensation, Description	The exercise price of the options is determined by the compensation committee of the Company’s Board of Directors, but incentive stock options, if any, must be granted at an exercise price not less than the fair market value of the Company’s common stock as of the grant date or an exercise price of not less than 110% of the fair value for a 10% shareholder.
Stock option plan expiration date	Mar. 1, 2012
2000 Stock Option Plan [Member] | Maximum [Member]
Options expire term	10 years

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Share-based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options outstanding shares, beginning balance	200,000
Options granted
Options exercised
Options forfeited or expired
Options outstanding shares, ending balance	200,000
Options expected to vest, shares	200,000
Options exercisable, shares	200,000
Weighted average exercise price options outstanding, beginning balance	$ 0.430
Weighted average exercise price options granted
Weighted average exercise price options exercised
Weighted average exercise price options forfeited or expired
Weighted average exercise price options outstanding, ending balance	0.430
Weighted average exercise price options expected to vest	0.430
Weighted average exercise price options exercisable	$ 0.430
Weighted average remaining contractual term (years) options outstanding	4 months 10 days
Weighted average remaining contractual term (years) options expected to vest	4 months 10 days
Weighted average remaining contractual term (years) options exercisable	4 months 10 days
Aggregate intrinsic value options outstanding	$ 0
Aggregate intrinsic value options expected to vest	0
Aggregate intrinsic value options exercisable	$ 0

Royalties (Details Narrative)

Royalties (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
SensorMedics [Member]
Royalty income
VivoMetrics [Member]
Royalty income

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($) $ in Thousands

Jun. 01, 2016

Sep. 12, 2011

Mar. 31, 2010

Oct. 31, 2016

Oct. 31, 2015

Oct. 27, 2015

Aug. 12, 2015

Apr. 16, 2015

Feb. 02, 2015

Sep. 24, 2014

Feb. 22, 2013

May 30, 2012

Short-term Debt [Line Items]

Proceeds from unrelated third party

$ 125

Frost Gamma Investment Trust [Member] | 2011 Promissory Notes [Member]

Short-term Debt [Line Items]

Beneficial ownership percentage

10.00%

Debt instrument face amount

$ 50

Debt instrument maturity date

Jul. 31, 2017

Debt instrument interest rate

11.00%

Proceeds from unrelated third party

$ 100

Frost Gamma Investment Trust [Member] | 2015 Promissory Note [Member]

Short-term Debt [Line Items]

Beneficial ownership percentage

10.00%

10.00%

10.00%

Debt instrument face amount

$ 50

$ 25

$ 100

Debt instrument interest rate

11.00%

11.00%

11.00%

Frost Gamma Investment Trust [Member] | 2016 Promissory Note [Member]

Short-term Debt [Line Items]

Beneficial ownership percentage

10.00%

Debt instrument face amount

$ 100

Debt instrument maturity date

Jul. 31, 2017

Debt instrument interest rate

11.00%

Hsu Gamma Investments L P [Member] | 2012 Promissory Note [Member]

Short-term Debt [Line Items]

Debt instrument face amount

$ 50

Debt instrument interest rate

11.00%

Jane Hsiao [Member] | 2013 Promissory Note [Member]

Short-term Debt [Line Items]

Debt instrument face amount

$ 50

Debt instrument interest rate

11.00%

Jane Hsiao [Member] | 2014 Promissory Note [Member]

Short-term Debt [Line Items]

Debt instrument face amount

$ 50

Debt instrument interest rate

11.00%

Jane Hsiao [Member] | 2015 Promissory Note [Member]

Short-term Debt [Line Items]

Debt instrument face amount

$ 50

$ 50

Debt instrument interest rate

11.00%

11.00%

Hsu Gamma [Member] | 2016 Promissory Note [Member]

Short-term Debt [Line Items]

Debt instrument face amount

$ 100

Debt instrument interest rate

11.00%

2010 Credit Facility [Member] | Frost Gamma and Hsu Gamma [Member]

Short-term Debt [Line Items]

Beneficial ownership percentage

10.00%

Debt instrument face amount

$ 1,000

Debt instrument maturity date

Jul. 31, 2017

Debt instrument interest rate

11.00%

2010 Credit Facility [Member] | Frost Gamma and Hsu Gamma [Member] | Maximum [Member]

Short-term Debt [Line Items]

Debt instrument interest rate

16.00%

Credit Facility [Member]

Short-term Debt [Line Items]

Line of credit facility outstanding

$ 1,000

Notes Payable - Schedule of Cre

Notes Payable - Schedule of Credit Facility and Promissory Notes to Future Principal Payments (Details) $ in Thousands	Oct. 31, 2016USD ($)
Debt Disclosure [Abstract]
2,017	$ 1,725
Total	$ 1,725

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative)	3 Months Ended
	Oct. 31, 2016$ / sharesshares
Series B Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock liquidation preference	$ 100
Dividends payable amount per share	10
Series C Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock liquidation preference	1
Dividends payable amount per share	0.10
Preferred stock, redemption price per share	$ 0.10
Convertible preferred stock, shares issued upon conversion | shares	25
Preferred stock conversion premium price per share	$ 4.20
Preferred stock, conversion basis	Each share of Series C Preferred Stock is convertible into 25 shares
Series D Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock liquidation preference	$ 1,500
Convertible preferred stock, shares issued upon conversion | shares	5,000
Preferred stock, conversion basis	Each share of Series D Preferred Stock is convertible into 5,000 shares of the Company's common stock.

Basic and Diluted Loss per Sh35

Basic and Diluted Loss per Share - Schedule of Common Shares Not Included in Calcutation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Class of Stock [Line Items]
Total	15,661,200	15,839,950
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Total	1,551,200	1,551,200
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Total	13,910,000	13,910,000
Stock Option [Member]
Class of Stock [Line Items]
Total	200,000	378,750

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Feb. 29, 2016	Jan. 01, 2008	Feb. 01, 2009	Oct. 31, 2016	Oct. 31, 2015	Jul. 31, 2016
Related Party Transaction [Line Items]
Rent expenses	$ 0
Operating leases, rent expense				$ 11,000	$ 14,000
Accounts payable, related parties				191,000		$ 191,000
Interest expense				28,000	28,000
Interest expense related to promissory notes				20,000	11,000
Accrued interest				858,000		810,000
Related party transaction selling general and administrative expenses from transactions with related party				9,000	6,800
Miami Lease [Member]
Related Party Transaction [Line Items]
Lease term		5 years
Lease expire date		Dec. 31, 2012
Payments for Rent		$ 1,250
Operating leases, rent expense				0	3,800
Dr Phillip Frost [Member]
Related Party Transaction [Line Items]
Beneficial ownership percentage		10.00%
Hialeah Lease [Member]
Related Party Transaction [Line Items]
Lease term			3 years
Lease expire date			Jan. 31, 2012
Payments for Rent			$ 5,000
Operating leases, rent expense				0	$ 0
TransEnterix, Inc [Member]
Related Party Transaction [Line Items]
Accounts payable, related parties				$ 1,200		$ 800

Commitments (Details Narrative)

Commitments (Details Narrative) $ in Thousands	Sep. 04, 2007USD ($)	Oct. 31, 2016USD ($)ft²	Oct. 31, 2015USD ($)	Jul. 31, 2016USD ($)
Area of land | ft²		4,000
Lease expiration date description		The lease commenced September 15, 2014 and originally expired on September 30, 2015 and we have exercised our option to renew that extended the expiration to September 15, 2017.
Operating leases, rent expense		$ 11	$ 14
Manufacturing costs	$ 471
Cost of utilities	150
Payments on approval of product prototype concepts and designs	$ 150
Payments to suppliers		1,700
Advances to contract manufacturer		90
Purchase obligation		13,900		$ 13,900
Exer Rest Units [Member]
Purchase obligation, due in next twelve months		2,600
Purchase obligation, due in second year		4,100
Purchase obligation, due in third year		8,800
Sing Lin [Member]
Payables to customers		$ 41

Commitments - Schedule of Futur

Commitments - Schedule of Future Minimum Rental Commitments Under Non-cancelable Leases (Details) $ in Thousands	Oct. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 7
Total	$ 7