Stockholders’ Equity

12 Months Ended

Jul. 31, 2022

Equity [Abstract]

Stockholders’ Equity

6. Stockholders’ Equity

Preferred Stock

As of July 31, 2022, the Company’s Board of Directors is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.01 per share, in one or more series. As of July 31, 2022, and July 31, 2021, there were no shares of preferred stock issued and outstanding.

Common Stock

As of July 31, 2022, 150,000,000 shares of common stock with a par value of $0.01 per share are authorized for issuance.

Private Placement Financing From Related Parties – Fiscal Year 2022

On July 15, 2022, we completed a closing or the Closing of a private placement financing or the Private Placement Financing, to accredited investors or the Investors. We raised $3.5 million in the Closing and issued an aggregate of 23,333,332 shares (collectively, the “Shares”) of our common stock at a purchase price of $0.15 per share. The Shares issued in the Private Placement Financing were issued pursuant to a Securities Purchase Agreement or the Securities Purchase Agreement entered into with the Investors. Mr. Tom Y. Lee, President, Chief Executive Officer and a member of the Company’s Board of Directors or the Board invested $3,261,250 through his affiliates. In addition, Ivan Chen and David Rendall, both members of the Board, invested $45,000 and $48,750, respectively. The disinterested members of the Board approved the Private Placement Financing.

The net proceeds to us from the Closing, were approximately $3.5 million. We expect to use the net proceeds for general corporate purposes, including our research and development efforts, and for general administrative expenses and working capital.

The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended or the Securities Act, and these Shares may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Shares were issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Investors represented to the Company that each was an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and that each was receiving the Shares for investment for its own account and without a view to distribute them.

Warrants

A summary of our warrant activity and related data is as follows:

	Shares
Outstanding at July 31, 2020		327,765
Issued		—
Exercised		—
Expired/Cancelled		—
Outstanding at July 31, 2021		327,765
Issued		—
Exercised		—
Expired/Cancelled		(327,765	)
Outstanding at July 31, 2022		—