Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2018 | Dec. 17, 2018 | |
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, 2018 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 79,007,423 | |
Trading Symbol | NIMU | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Current assets | ||
Cash | $ 39 | $ 90 |
Prepaid expenses, deposits, and other current assets | 26 | 20 |
Total current assets | 65 | 110 |
Total assets | 65 | 110 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,821 | 1,659 |
Customer deposits | 4 | 4 |
Total current liabilities | 1,825 | 1,663 |
Long Term liabilities | ||
Notes payable - Related Parties | 2,075 | 2,075 |
Notes payable - Other | 50 | 50 |
Total long term liabilities | 2,125 | 2,125 |
Total liabilities | 3,950 | 3,788 |
Commitments and Contingencies (Note 8) | ||
Shareholders' deficit | ||
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 79,007,423 shares issued and outstanding | 790 | 790 |
Additional paid in capital | 21,930 | 21,930 |
Accumulated deficit | (26,670) | (26,463) |
Total shareholders' deficit | (3,885) | (3,678) |
Total liabilities and shareholders' deficit | 65 | 110 |
Series B Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred Stock, value | ||
Total shareholders' deficit | ||
Series C Convertible Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred Stock, value | 62 | 62 |
Series D Convertible Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred Stock, value | $ 3 | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
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 Convertible 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 Convertible 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 Comprehe
Condensed Consolidated Comprehensive Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Operating costs and expenses | ||
Selling, general and administrative | $ 148 | $ 76 |
Total operating costs and expenses | 148 | 76 |
Operating loss | (148) | (76) |
Interest expense, net | (59) | (52) |
Net loss | $ (207) | $ (128) |
Weighted average number of common shares outstanding - Basic and diluted | 79,007,000 | 79,007,000 |
Basic and diluted loss per common share | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, beginning at Jul. 31, 2017 | $ 62 | $ 3 | $ 790 | $ 21,930 | $ (26,018) | $ (3,233) | |
Balance, beginning shares at Jul. 31, 2017 | 100 | 62,048 | 2,782 | 79,007,423 | |||
Net loss | (445) | (445) | |||||
Balance, ending at Jul. 31, 2018 | $ 62 | $ 3 | $ 790 | 21,930 | (26,463) | (3,678) | |
Balance, ending shares at Jul. 31, 2018 | 100 | 62,048 | 2,782 | 79,007,423 | |||
Net loss | (207) | (207) | |||||
Balance, ending at Oct. 31, 2018 | $ 62 | $ 3 | $ 790 | $ 21,930 | $ (26,670) | $ (3,885) | |
Balance, ending shares at Oct. 31, 2018 | 100 | 62,048 | 2,782 | 79,007,423 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Operating activities | ||
Net Loss | $ (207) | $ (128) |
Changes in operating assets and liabilities | ||
Prepaid expenses, deposits and other current assets | (6) | |
Accounts payable and accrued expenses | 162 | 93 |
Net cash used in operating activities | (51) | (35) |
Financing activities | ||
Proceeds from note payable – related parties | 100 | |
Net cash provided by financing activities | 100 | |
Net decrease in cash | (51) | 65 |
Cash, beginning of period | 90 | 11 |
Cash, end of period | 39 | 76 |
Supplemental disclosure of cash flow information | ||
Interest |
Organization and Business
Organization and Business | 3 Months Ended |
Oct. 31, 2018 | |
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 has been manufactured by Sing Lin Technologies Co. Ltd. (“Sing Lin”) based in Taichung, Taiwan (see Note 9). The Company’s condensed 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 $207,000 and $128,000 for the three month periods ended October 31, 2018 and 2017, respectively, and has experienced cash outflows from operating activities. The Company also has an accumulated deficit of $26.7 million as of October 31, 2018 and has potential purchase obligations at October 31, 2018 (see note 8). The Company had $39,000 of cash at October 31, 2018 and negative working capital of approximately $1,760,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company is continuing its business activities without any significant revenues from product sales. Absent any significant revenues from product sales, the Company is seeking debt or equity financing or a strategic collaboration. There is no assurance that the Company will be successful in this regard, and, if not successful, that it will be able to continue its business activities. 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, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation. Use of Estimates. Cash and Cash Equivalents. Inventories. Tooling and Equipment. Long-lived Assets. Taxes Assessed on Revenue-Producing Transactions. Income Taxes. The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2015 to 2018 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. It is the Company’s policy to include income tax interest and penalty expense in its tax provision. As a result of the valuation allowance, the enactment of the Tax Cuts and Jobs Act of 2017 had no effect on the statement of operations. Due to the timing of the enactment and complexity involved in applying the provisions of the Tax Act, the Company based our provisions on reasonable estimates of the Act’s effects in our financial statements as of October 31, 2018. Revenue Recognition. Revenue from Contracts with Customers Segments Comprehensive Income (Loss). Warranties. ® Stock-based compensation. Fair Value of Financial Instruments. Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. Financial instruments recognized in the consolidated balance sheet consist of cash, prepaid expenses, deposits, and other current assets. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The Company does not hold any derivative financial instruments. As of October 31, 2018, 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. The following table presents changes in Level 3 financial liabilities measured at fair value on a recurring basis: Level 3 Fair value of promissory notes at July 31, 2018 $ 2,125,000 Additions: - Reductions: - Changes in fair value - Fair value of contingent consideration at October 31, 2018 $ 2,125,000 Recent Accounting Pronouncements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) In March 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-09 – Compensation – Stock Compensation (Topic 718) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Leases In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 3. 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 did not record stock-based compensation for the three months ended October 31, 2018 and 2017. 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, 2018. As of October 31, 2018, there were no outstanding stock options and there were no unrecognized costs related to outstanding stock options. The Company did not grant any stock options during the three months ended October 31, 2018 or 2017. |
Notes Payable
Notes Payable | 3 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. 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. 2017 Promissory Notes. On April 6, 2017, the Company entered into a promissory note in the principal amount of $50,000 with Hsu Gamma, an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Jane H. Hsiao, (the “2017 Hsu Gamma Note”). The interest rate payable by NIMS on the 2017 Hsu Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The 2017 Hsu Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. On September 22, 2017, the Company entered into a promissory note in the principal amount of $50,000 with Frost Gamma (the “September 2017 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 2017 Frost Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The 2017 Frost Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. On September 22, 2017, the Company entered into a promissory note in the principal amount of $50,000 with Hsu Gamma, an entity controlled by NIMS’ Chairman of the Board and Interim Chief Executive Officer, Jane H. Hsiao, (the “September 2017 Hsu Gamma Note”). The interest rate payable by NIMS on the 2017 Hsu Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The 2017 Hsu Gamma Note may be prepaid in advance of the Promissory Notes Maturity Date without premium or penalty. 2018 Promissory Notes. On February 15, 2018, the Company entered into a promissory note in the principal amount of $100,000 with Frost Gamma Investments Trust (the “February 2018 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the February 2018 Frost Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The February 2018 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty. On February 15, 2018, NIMS entered into a promissory note in the principal amount of $100,000 with Hsu Gamma Investments, L.P., an entity controlled by the Company’s Chairman and Interim CEO, Jane Hsiao (the “February 2018 Hsu Gamma Note”). The interest rate payable by NIMS on the February 2018 Hsu Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The February 2018 Hsu Gamma Note may be prepaid in advance of the Maturity Date without penalty. At October 31, 2018, the Company was obligated under the above described Credit Facility and promissory notes to make future principal payments (excluding interest) as follows: Period Ending October 31, 2020 $ 2,125,000 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | 5. 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 for the three months ended October 31, 2018 and 2017. No preferred stock dividends were declared for the three months ended October 31, 2018 and 2017. |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 3 Months Ended |
Oct. 31, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | 6. 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, 2018 and 2017, 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, 2018 October 31, 2017 Series C Preferred Stock 1,551,200 1,551,200 Series D Preferred Stock 13,910,000 13,910,000 Total 15,461,200 15,461,200 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Oct. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS 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 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. The Chief Financial Officer continues to serve as the Chief Financial Officer of Cocrytal Pharma, Inc., a clinical stage biotechnology company, and in which Steve Rubin and Jane Hsiao, serve on the Board. Since December 2009, the Company’s Chief Legal Officer has served under a similar cost sharing arrangement as the Chief Legal Officer of TransEnterix. The Company signed a five year lease for office space in Miami, Florida with a company controlled 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 then continued on a month-to-month basis. In February 2016 the rent was reduced to $0 per month. For the three months ended October 31, 2018 and 2017, the Company did not record any rent expense related to the Miami lease. At October 31, 2018 and July 31, 2018, approximately $76,000 in rent was payable. 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. The Company vacated the Hialeah warehouse in September 2014 and entered into a new lease with an unrelated third party. The Company did not record any rent expense related to the Hialeah lease for the three months ended October 31, 2018 and 2017, respectively. At October 31, 2018 and July 31, 2018, approximately $115,000 in rent was payable under the previous Hialeah lease. The Company has the Credit Facility and multiple notes payable outstanding to related parties, as more fully described in Note 4 to these consolidated financial statements. The Company incurred interest expense related to the Credit Facility and notes payable of approximately $59,000 and $52,000 for the three months ended October 31, 2018 and 2017, respectively. A total of $1.3 million and $1.2 million in accumulated interest payable on the Credit Facility and promissory notes remained outstanding as of October 31, 2018 and July 31, 2017, respectively, and is included in accounts payable and accrued expenses. The Company is under common control with multiple entities and the existence of that control could result in operating results or financial position of each individual entity significantly different from those that would have been obtained if the entities were autonomous. One of those related parties, OPKO Health, Inc. (“OPKO”) and the Company are under common control and OPKO has a one percent ownership interest in the Company that OPKO has accounted for as an equity method investment due to the ability to significantly influence the Company. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Leases. The Company is under an operating lease agreement for our corporate office space that expired in 2012. The lease 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 the lease and extended the expiration to September 15, 2017. Following the expiration, we have remained on a month-to-month term. The Pembroke Park lease agreement requires the payment of base rent plus escalations for increases in building operating costs and real estate taxes. Rental expense for operating leases amounted to $11,400 and $11,100 for the three months ended October 31, 2018 and 2017, respectively. 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, 2018, 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, 2018, the Company has approximately $41,000 of payables due to Sing Lin. As of October 31, 2018, and July 31, 2018, aggregate minimum future purchases under the Agreement totaled approximately $13.9 million. As of October 31, 2018, 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, 2018, Sing Lin has not followed up on its July 2010 demand. The Company believes this matter is likely beyond the statute of limitations to enforce. 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, 2018 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties and Concentrations of Risk | 9. RISKS AND UNCERTAINTIES AND CONCENTRATIONS OF RISK Financial instruments that potentially subject the Company to risk consist principally of purchases and advances to contract manufacturer. Purchases from and Advances to Contract Manufacturer. Accounts payable and accrued expenses are summarized in the following table (in thousands): October 31, 2018 July 31, 2018 Accounts Payable $ 498 $ 417 Accrued Interest 1,282 1,223 Accrued Warranty 12 12 Accrued Other 29 7 Total $ 1,821 $ 1,659 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. SUBSEQUENT EVENTS On November 16, 2018, the Company entered into a promissory note in the principal amount of $50,000 with Frost Gamma Investments Trust (the “November 2018 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, which beneficially owns in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the November 2018 Frost Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The 2018 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty. On November 16, 2018, the Company entered into a promissory note in the principal amount of $50,000 with Hsu Gamma Investments, L.P., an entity controlled by the Company’s Chairman and Interim CEO, Jane Hsiao (the “November 2018 Hsu Gamma Note”). The interest rate payable by NIMS on the November 2018 Hsu Gamma Note is 11% per annum, payable on the Promissory Notes Maturity Date. The November 2018 Hsu Gamma Note may be prepaid in advance of the Maturity Date without penalty. On December 3, 2018, the Company entered into an Equity Exchange Agreement (the “Exchange Agreement”) with IRA Financial Trust Company, a South Dakota trust corporation (“IRA Trust”), IRA Financial Group LLC, a Florida limited liability company (“IRAFG” and, together with IRA Trust, “IRA Financial”), and their respective equity holders (the “Equityholders”). Upon the terms and subject to the conditions contained in the Exchange Agreement, the Company will issue to the Equityholders shares of a newly-designated series of its convertible preferred stock (the “Exchange Shares”) in exchange for 100% of the issued and outstanding equity in IRA Financial (the “Exchange”). In addition, the Company’s name is expected to become IRA Financial, Inc. upon completion of the Exchange. Upon consummation of the Exchange, the Exchange Shares, on an as-converted basis, will comprise 85% of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share, on a fully-diluted basis, after giving effect to the conversion or exchange of substantially all of the Company’s issued and outstanding preferred stock (other than the Exchange Shares) and all of the Company’s indebtedness, in each case for shares of the Company’s common stock, together with the Company’s consummation of $1.25 million in private equity financing, all as contemplated by the terms of the Exchange Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation. |
Use of Estimates | Use of Estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Inventories | Inventories. |
Tooling and Equipment | Tooling and Equipment. |
Long-lived Assets | Long-lived Assets. |
Taxes Assessed on Revenue-Producing Transactions | Taxes Assessed on Revenue-Producing Transactions. |
Income Taxes | Income Taxes. The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2015 to 2018 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. It is the Company’s policy to include income tax interest and penalty expense in its tax provision. As a result of the valuation allowance, the enactment of the Tax Cuts and Jobs Act of 2017 had no effect on the statement of operations. Due to the timing of the enactment and complexity involved in applying the provisions of the Tax Act, the Company based our provisions on reasonable estimates of the Act’s effects in our financial statements as of October 31, 2018. |
Revenue Recognition | Revenue Recognition. Revenue from Contracts with Customers |
Segments | Segments |
Comprehensive Income (Loss) | Comprehensive Income (Loss). |
Warranties | Warranties. ® |
Stock-based Compensation | Stock-based compensation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. Financial instruments recognized in the consolidated balance sheet consist of cash, prepaid expenses, deposits, and other current assets. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The Company does not hold any derivative financial instruments. As of October 31, 2018, 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. The following table presents changes in Level 3 financial liabilities measured at fair value on a recurring basis: Level 3 Fair value of promissory notes at July 31, 2018 $ 2,125,000 Additions: - Reductions: - Changes in fair value - Fair value of contingent consideration at October 31, 2018 $ 2,125,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) In March 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-09 – Compensation – Stock Compensation (Topic 718) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Leases In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis | The following table presents changes in Level 3 financial liabilities measured at fair value on a recurring basis: Level 3 Fair value of promissory notes at July 31, 2018 $ 2,125,000 Additions: - Reductions: - Changes in fair value - Fair value of contingent consideration at October 31, 2018 $ 2,125,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facility and Promissory Notes to Future Principal Payments | At October 31, 2018, the Company was obligated under the above described Credit Facility and promissory notes to make future principal payments (excluding interest) as follows: Period Ending October 31, 2020 $ 2,125,000 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Common Shares Not Included in Calculation of Diluted Net Loss Per Share | Potential common shares not included in calculating diluted net loss per share are as follows: October 31, 2018 October 31, 2017 Series C Preferred Stock 1,551,200 1,551,200 Series D Preferred Stock 13,910,000 13,910,000 Total 15,461,200 15,461,200 |
Risks and Uncertainties and C_2
Risks and Uncertainties and Concentrations of Risk (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are summarized in the following table (in thousands): October 31, 2018 July 31, 2018 Accounts Payable $ 498 $ 417 Accrued Interest 1,282 1,223 Accrued Warranty 12 12 Accrued Other 29 7 Total $ 1,821 $ 1,659 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (207) | $ (128) | $ (445) | |
Accumulated deficit | 26,670 | 26,463 | ||
Cash | 39 | $ 76 | $ 90 | $ 11 |
Negative working capital | $ 1,760 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2018USD ($)Number | Oct. 31, 2017USD ($) | Jul. 31, 2018USD ($) | Jul. 31, 2017USD ($) | |
Cash | $ 39 | $ 76 | $ 90 | $ 11 |
Inventories written down value | ||||
Number of operating segment | Number | 1 | |||
Accrued Warranty | $ 12 | $ 12 | ||
Warranty costs | ||||
Exer-Rest Products [Member] | Domestic [Member] | ||||
Product warranties period | 2 years | |||
Exer-Rest Products [Member] | U.S. Outside [Member] | ||||
Product warranties period | 1 year | |||
Minimum [Member] | ||||
Income tax examination year under examination | 2,015 | |||
Maximum [Member] | ||||
Income tax examination year under examination | 2,018 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | 3 Months Ended |
Oct. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Fair value of promissory notes at July 31, 2018 | $ 2,125 |
Additions: | |
Reductions: | |
Changes in fair value | |
Fair value of contingent consideration at October 31, 2018 | $ 2,125 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Nov. 30, 2010 | |
Unrecognized costs related to outstanding stock options | |||
Number of stock options granted | |||
2011 Stock Incentive Plan [Member] | |||
Maximum number of shares authorized for issuance under the plan | 4,000,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | Sep. 12, 2011 | Mar. 31, 2010 | Oct. 31, 2018 | Oct. 31, 2017 | Feb. 15, 2018 | Sep. 22, 2017 | Apr. 06, 2017 | Jun. 01, 2016 | 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 | $ 100 | ||||||||||||||
Frost Gamma Investment Trust [Member] | 2011 Promissory Notes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Beneficial ownership percentage | 10.00% | ||||||||||||||
Aggregate principal amount | $ 50 | ||||||||||||||
Debt instrument maturity date | Jul. 31, 2020 | ||||||||||||||
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% | ||||||||||||
Aggregate principal 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% | ||||||||||||||
Aggregate principal amount | $ 100 | ||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||
Hsu Gamma Investments L P [Member] | 2012 Promissory Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 50 | ||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||
Jane Hsiao [Member] | 2013 Promissory Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 50 | ||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||
Jane Hsiao [Member] | 2014 Promissory Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 50 | ||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||
Jane Hsiao [Member] | 2015 Promissory Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 50 | $ 50 | |||||||||||||
Debt instrument interest rate | 11.00% | 11.00% | |||||||||||||
Hsu Gamma [Member] | 2016 Promissory Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 100 | ||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||
Hsu Gamma [Member] | 2017 Promissory Notes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 50 | $ 50 | |||||||||||||
Debt instrument interest rate | 11.00% | 11.00% | |||||||||||||
Hsu Gamma [Member] | 2018 Promissory Notes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 100 | ||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||
Frost Gamma [Member] | 2017 Promissory Notes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Beneficial ownership percentage | 10.00% | 10.00% | |||||||||||||
Aggregate principal amount | $ 50 | $ 50 | |||||||||||||
Debt instrument interest rate | 11.00% | 11.00% | |||||||||||||
Frost Gamma [Member] | 2018 Promissory Notes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Beneficial ownership percentage | 10.00% | ||||||||||||||
Aggregate principal amount | $ 100 | ||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||
2010 Credit Facility [Member] | Lender [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate principal amount | $ 100 | ||||||||||||||
2010 Credit Facility [Member] | Frost Gamma and Hsu Gamma [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Beneficial ownership percentage | 10.00% | ||||||||||||||
Aggregate principal amount | $ 1,000 | ||||||||||||||
Debt instrument maturity date | Jul. 31, 2020 | ||||||||||||||
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, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,020 | $ 2,125 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | |||
Dividends, preferred stock | |||
Series B Preferred Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Preferred stock liquidation preference | $ 10 | $ 10 | |
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 | 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 of the Company's common stock. | ||
Series D Preferred Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Preferred stock liquidation preference | $ 1,500 | ||
Convertible preferred stock, shares issued upon conversion | 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 Sh_3
Basic and Diluted Loss Per Share - Schedule of Common Shares Not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Class of Stock [Line Items] | ||
Total | 15,461,200 | 15,461,200 |
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 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 01, 2008 | Feb. 28, 2016 | Feb. 01, 2009 | Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Feb. 01, 2008 |
Related Party Transaction [Line Items] | ||||||||
Rent expenses | $ 0 | |||||||
Operating leases, rent expense | $ 11,400 | $ 11,100 | ||||||
Accrued interest | 1,282,000 | $ 1,223,000 | ||||||
Credit Facility [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest expense | 59,000 | 59,000 | ||||||
Accrued interest | 1,300,000 | $ 1,300,000 | ||||||
Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest expense | 52,000 | 52,000 | ||||||
Accrued interest | 1,200,000 | $ 1,200,000 | ||||||
Miami Lease [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating leases, rent expense | ||||||||
Rent payable | 76,000 | 76,000 | ||||||
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 | ||||||||
Rent payable | $ 115,000 | $ 115,000 | ||||||
Dr Phillip Frost [Member] | Miami Lease [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease term | 5 years | |||||||
Beneficial ownership percentage | 10.00% | |||||||
Lease expire date | Dec. 31, 2012 | |||||||
Payments for Rent | $ 1,250 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Sep. 04, 2007USD ($) | Oct. 31, 2018USD ($)ft² | Oct. 31, 2017USD ($) | Jul. 31, 2018USD ($) |
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 the lease and extended the expiration to September 15, 2017. | |||
Operating leases, rent expense | $ 11,400 | $ 11,100 | ||
Manufacturing costs | $ 471,000 | |||
Cost of utilities | 150,000 | |||
Payments on approval of product prototype concepts and designs | $ 150,000 | |||
Purchase obligation | 13,900,000 | $ 13,900,000 | ||
Exer Rest Units [Member] | ||||
Purchase obligation, due in next twelve months | 2,600,000 | |||
Purchase obligation, due in second year | 4,100,000 | |||
Purchase obligation, due in third year | 8,800,000 | |||
Advances to contract manufacturer | 90,000 | |||
Sing Lin [Member] | ||||
Payments to suppliers | 1,700,000 | |||
Payables to customers | $ 41,000 |
Risks and Uncertainties and C_3
Risks and Uncertainties and Concentrations of Risk - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Risks and Uncertainties [Abstract] | ||
Accounts Payable | $ 498 | $ 417 |
Accrued Interest | 1,282 | 1,223 |
Accrued Warranty | 12 | 12 |
Accrued Other | 29 | 7 |
Total | $ 1,821 | $ 1,659 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 03, 2018 | Nov. 16, 2018 | Oct. 31, 2018 | Jul. 31, 2018 |
Common stock, par value | $ 0.01 | $ 0.01 | ||
Subsequent Event [Member] | Equity Exchange Agreement [Member] | ||||
Percentage on issued and outstanding equity | 85.00% | |||
Description on stock conversion | Upon consummation of the Exchange, the Exchange Shares, on an as-converted basis, will comprise 85% of the issued and outstanding shares of the Company's common stock, par value $0.01 per share, on a fully-diluted basis, after giving effect to the conversion or exchange of substantially all of the Company's issued and outstanding preferred stock (other than the Exchange Shares) and all of the Company's indebtedness, in each case for shares of the Company's common stock. | |||
Consummation of private equity financing | $ 1,250,000 | |||
Subsequent Event [Member] | IRA Financial Trust [Member] | Equity Exchange Agreement [Member] | ||||
Percentage on issued and outstanding equity | 100.00% | |||
Common stock, par value | $ 0.01 | |||
Subsequent Event [Member] | 2018 Promissory Notes [Member] | Frost Gamma Investments Trust [Member] | ||||
Aggregate principal amount | $ 50,000 | |||
Beneficial ownership percentage | 10.00% | |||
Debt instrument interest rate | 11.00% | |||
Subsequent Event [Member] | 2018 Promissory Notes [Member] | Hsu Gamma Investments, L.P., [Member] | ||||
Aggregate principal amount | $ 50,000 | |||
Debt instrument interest rate | 11.00% |