Convertible Debentures

9 Months Ended

Apr. 30, 2025

Convertible Debentures [Abstract]

Convertible debentures

Note 7 – Convertible debentures

In May 2023, the Company consummated a Securities Purchase Agreement (the “Purchase Agreement”) with the Purchasers, as defined in the Purchase Agreement, and JGB Collateral, LLC, as collateral agent for the Purchasers (the “Agent”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers (i) 10% Original Issue Discount Secured Convertible Debentures (the “Debentures”) with an aggregate principal amount of $7,608 and (ii) warrants (the “Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an exercise price of $2.31 per share, subject to adjustments as set forth in the Warrants, for a total purchase price of $7,000. Pursuant to ASC 825, Fair Value Option, the Company made an irrevocable election at the time of issuance to report the Debentures at fair value with changes in fair value recorded through the Company’s consolidated statements of operations as other income (expense) in each reporting period. During the nine months ended April 30, 2024, the change in fair value expense recorded was $1,095.

Debentures

The Debentures bore interest at a rate of 10% per annum. The Debentures were convertible, at any time after their issuance date at the option of the Purchasers, into shares of Common Stock at a conversion price equal to $3.01 per share (the “Conversion Price”), subject to adjustment as set forth in the Debentures. Following the July 24, 2023 consummation of the Company’s sale of certain assets and assignment of certain liabilities of Enzo Clinical Labs, Inc., to Labcorp pursuant to the Asset Purchase Agreement dated March 16, 2023, the Company prepaid $4,000 of the outstanding principal amount prior to July 31, 2023. In May 2024, the Company repaid in full the remaining principal balance of $3,609.

Warrants

The Warrants are exercisable for five years from May 19, 2023, at an exercise price of $2.31 per share, subject, with certain exceptions, to adjustments in the event of stock splits, subsequent dilutive offerings and certain fundamental transactions, as more fully described in the Warrant. The Warrants are eligible for any dividends paid on common stock. The warrant holders were paid $100 in dividends in December 2024.

Registration Rights Agreement

In connection with the Purchase Agreement, the Company was obligated to file a registration statement pursuant to which the Purchasers could sell the Common Stock issuable upon the conversion of the Debentures and the exercise of the warrants in a public offering. There is no right to a conversion of the Debentures into shares as the Debentures have been repaid in full.