Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2023 | Dec. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-13176 | |
Entity Registrant Name | NON INVASIVE MONITORING SYSTEMS INC /FL/ | |
Entity Central Index Key | 0000720762 | |
Entity Tax Identification Number | 59-2007840 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 4400 Biscayne Blvd. | |
Entity Address, Address Line Two | Suite 180 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33137 | |
City Area Code | (305) | |
Local Phone Number | 575-4200 | |
Title of 12(b) Security | Common Stock $0.01 par value per share | |
Trading Symbol | NIMU | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 154,810,655 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Current assets | ||
Cash | $ 146 | $ 7 |
Prepaid expenses | 37 | 16 |
Total current assets | 183 | 23 |
Total assets | 183 | 23 |
Current liabilities | ||
Accounts payable and accrued expenses | 275 | 240 |
Current liabilities – discontinued operations | 51 | 51 |
Total current liabilities | 326 | 291 |
Accrued interest | 57 | 44 |
Total liabilities | 883 | 635 |
Commitments and contingencies (Note 7) | ||
Shareholders’ deficit | ||
Series B Preferred Stock, par value $1.00 per share; 100 shares authorized, issued and outstanding; liquidation preference $10 | ||
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 154,810,655 shares issued and outstanding as of October 31, 2023 and July 31, 2023 | 1,548 | 1,548 |
Additional paid in capital | 26,574 | 26,574 |
Accumulated deficit | (28,822) | (28,734) |
Total shareholders’ deficit | (700) | (612) |
Total liabilities and shareholders’ deficit | 183 | 23 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable – related parties | $ 500 | $ 300 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2023 | Jul. 31, 2023 |
Preferred stock, shares authorized | 1,000,000 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 154,810,655 | 154,810,655 |
Common stock, shares outstanding | 154,810,655 | 154,810,655 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Operating costs and expenses | ||
General and administrative | $ 75 | $ 65 |
Total operating costs and expenses | 75 | 65 |
Operating loss | (75) | (65) |
Interest expense | (13) | (6) |
Net loss | $ (88) | $ (71) |
Weighted average number of common shares outstanding - basic | 154,811 | 154,811 |
Weighted average number of common shares outstanding - diluted | 154,811 | 154,811 |
Basic loss per common share | $ 0 | $ 0 |
Diluted loss per common share | $ 0 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Jul. 31, 2022 | $ 1,548 | $ 26,574 | $ (28,535) | $ (413) | |
Balance, shares at Jul. 31, 2022 | 100 | 154,810,655 | |||
Net loss | (71) | (71) | |||
Balance at Oct. 31, 2022 | $ 1,548 | 26,574 | (28,606) | (484) | |
Balance, shares at Oct. 31, 2022 | 100 | 154,810,655 | |||
Balance at Jul. 31, 2023 | $ 1,548 | 26,574 | (28,734) | (612) | |
Balance, shares at Jul. 31, 2023 | 100 | 154,810,655 | |||
Net loss | (88) | (88) | |||
Balance at Oct. 31, 2023 | $ 1,548 | $ 26,574 | $ (28,822) | $ (700) | |
Balance, shares at Oct. 31, 2023 | 100 | 154,810,655 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Operating activities | ||
Net loss | $ (88) | $ (71) |
Changes in operating assets and liabilities | ||
Prepaid expenses | (21) | (33) |
Accounts payable and accrued expenses | 35 | 22 |
Accrued interest | 13 | 6 |
Net cash used in operating activities | (61) | (76) |
Financing activities | ||
Proceeds from note payable – related parties | 200 | 150 |
Net cash provided by financing activities | 200 | 150 |
Net increase in cash | 139 | 74 |
Cash, beginning of period | 7 | 15 |
Cash, end of period | $ 146 | $ 89 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (88) | $ (71) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Oct. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS Organization. ® Business. Discontinued Operations. Accordingly, the Company determined that $ 51,000 Going Concern. 88,000 700,000 146,000 143,000 The Company is seeking potential mergers, acquisitions and strategic collaborations. 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, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation Cash and Cash Equivalents no Discontinued Operations Use of Estimates Fair Value of Financial Instruments Income Taxes The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates. Tax years ranging from 2019 to 2023 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. Loss Contingencies Related Parties Recent Accounting Pronouncements |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | 3. SHAREHOLDERS’ DEFICIT The Company has a single class of Preferred Stock. Holders of Series B Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters. We are currently authorized to issue an aggregate of 401,000,000 400,000,000 1,000,000 Series B Preferred Stock is not redeemable by the Company and has a liquidation value of $ 100 10 No The Company did not issue any shares of the Company’s common stock during the three months ended October 31, 2023 and 2022. |
BASIC AND DILUTED LOSS PER SHAR
BASIC AND DILUTED LOSS PER SHARE | 3 Months Ended |
Oct. 31, 2023 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED LOSS PER SHARE | 4. 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 the conversion of preferred stock. In computing diluted net loss per share for the periods ended October 31, 2023 and 2022, no |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS The Company signed a five year 10% December 31, 2012 1,250 0 not no The Company’s Chief Financial Officer serves as the Chief Financial Officer and Co-Chief Executive Officer of Cocrystal Pharma, Inc., a clinical stage Nasdaq listed biotechnology company, and in which Dr. Frost serves on the Board. |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 3 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – RELATED PARTIES | 6. NOTES PAYABLE – RELATED PARTIES On August 15, 2023, the Company entered into a Promissory Note in the principal amount of $ 200,000 11 July 31, 2025 . On September 16, 2022, the Company entered into two Promissory Notes in the principal amount of $ 75,000 11% July 31, 2025 On October 4, 2021, the Company entered into two Promissory Notes in the principal amount of $ 75,000 11% July 31, 2025 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Leases. The Company was 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Oct. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents no |
Discontinued Operations | Discontinued Operations |
Use of Estimates | Use of Estimates |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
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 2019 to 2023 remain open to examination by various taxing jurisdictions as the statute of limitations has not expired. |
Loss Contingencies | Loss Contingencies |
Related Parties | Related Parties |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Liabilities of discontinued operations | $ 51 | $ 51 | ||
Net losses from continuing operations | 88 | $ 71 | ||
Accumulated deficit | 700 | $ 484 | $ 612 | $ 413 |
Cash | 146 | |||
Working capital deficit | $ 143 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | |
Class of Stock [Line Items] | |||
Capital units, authorized | 401,000,000 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Preferred stock, designated shares | 1,000,000 | ||
Dividends, preferred stock | $ 0 | $ 0 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, designated shares | 100 | 100 | |
Preferred stock liquidation preference, per share value | $ 100 | ||
Dividends payable amount per share | $ 10 |
BASIC AND DILUTED LOSS PER SH_2
BASIC AND DILUTED LOSS PER SHARE (Details Narrative) - shares | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Dr. Phillip Frost [Member] - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 01, 2008 | Feb. 29, 2016 | Oct. 31, 2023 | Oct. 31, 2022 | |
Lease term | 5 years | |||
Beneficial ownership percentage | 10% | |||
Lease expired date | Dec. 31, 2012 | |||
Rental payments | $ 1,250 | $ 0 | $ 0 | $ 0 |
Rent expense |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - USD ($) $ in Thousands | Aug. 15, 2023 | Sep. 16, 2022 | Oct. 04, 2021 |
Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Note and security agreement, description | the Company entered into a Promissory Note in the principal amount of $200,000 with Frost Gamma Investments Trust (the “2023 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 NIMS on the 2023 Frost Gamma Note is 11% per annum, payable on the maturity date of July 31, 2025 (the “Maturity Date”). The 2023 Frost Gamma Note may be prepaid in advance of the Maturity Date without penalty | ||
Promissory notes, principal amount | $ 200 | ||
Interest rate payable, percentage | 11% | ||
Maturity date | Jul. 31, 2025 | ||
Two Promissory Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Note and security agreement, description | the Company entered into two Promissory Notes in the principal amount of $75,000 each with Frost Gamma Investments Trust (the “2022 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, and with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “2022 Hsiao Note”), both which beneficially own in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2022 Frost Gamma Note and 2022 Hsiao Note is 11% per annum, payable on the Maturity Date of July 31, 2025, as amended on August 15, 2023. The 2022 Frost Gamma Note and 2022 Hsiao Note may be prepaid in advance of the Maturity Date without penalty. | the Company entered into two Promissory Notes in the principal amount of $75,000 each with Frost Gamma Investments Trust (the “2021 Frost Gamma Note”), a trust controlled by Dr. Phillip Frost, a current director, and with Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO (the “2021 Hsiao Note”), both which beneficially own in excess of 10% of NIMS’ common stock. The interest rate payable by NIMS on the 2021 Frost Gamma Note and 2021 Hsiao Note is 11% per annum, payable on the Maturity Date of July 31, 2025, as amended on August 15, 2023. The 2021 Frost Gamma Note and 2021 Hsiao Note may be prepaid in advance of the Maturity Date without penalty | |
Promissory notes, principal amount | $ 75 | $ 75 | |
Interest rate payable, percentage | 11% | 11% | |
Maturity date | Jul. 31, 2025 | Jul. 31, 2025 |