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Shareholders' Equity
6 Months Ended
Jan. 31, 2019
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. In February 2019, all outstanding shares of Series C Preferred Stock were redeemed by the Company following 30 days written notice.

 

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. In February 2019, all holders of the 2,782 outstanding shares of Series D Preferred Stock converted their shares to common stock. As a result, the Company issued 13,910,000 common shares.

 

No preferred stock dividends were declared for the three and six months ended January 31, 2019 and 2018.

 

On December 21, 2018, the Company entered into stock purchase agreements (each, a “Purchase Agreement”) with Frost Gamma Investments Trust (“FGIT”), a trust controlled by Dr. Philip Frost, and Jane Hsiao, Ph.D., the Company’s Chairman and Interim CEO. As a result of the Purchase Agreements, the Company issued and sold to FGIT and Dr. Hsiao an aggregate of 8,571,428 shares of the Company’s common stock, par value $0.01 per share (at a purchase price of $0.07 per share for total aggregate amount of $600,000.

 

On December 21, 2018, the Company entered into a Debt Exchange Agreement with Frost Gamma Investments Trust, Dr. Jane Hsiao, Hsu Gamma Investments LP and Marie Wolf (collectively, the “Creditors”), pursuant to which the Company issued to the Creditors aggregate of 50,584,413 shares of Common Stock (the “Exchange Shares”) in exchange the extinguishment of the credit facility and notes payable totaling $2,225,000 and related accrued interest of approximately $1,316,000. In addition, the Company issued an additional 2,737,391 shares of common stock to Hsu Gamma Investments LP and Frost Gamma Investments Trust, for in exchange for the extinguishment of rent payable totaling approximately $192,000. The Company issued the Exchange Shares at a price of $0.07 per share. The fair value of the stock issued was based on the closing price of the Company’s stock on the day of the debt exchange which was $0.09 per share resulting in a $1,066,000 loss on the extinguishment of debt.