v3.26.3
Convertible Notes Payable to Related Parties (Tables)
12 Months Ended
Jul. 31, 2026
Debt Disclosure [Abstract]  
Schedule of Convertible Notes

Convertible notes consist of the following:

 

   Maturity  Interest Rate   July 31, 2026   July 31, 2025 
                
Fiscal 2023 Notes (a) – past due  June 2026   7.55%  $1,015,000   $1,015,000 
Fiscal 2024 Notes (b)  October 2026 to June 2027   7.81%   1,785,000    1,785,000 
Fiscal 2025 Notes (c)  September 2027 to July 2028   6.79%- 7.88%   2,000,000    2,000,000 
Fiscal 2026 Notes (d)  October 2028 to February 2029   6.16% - 6.68%   970,000    — 
            5,770,000    4,800,000 
Accrued interest           832,000    436,000 
Total          $6,602,000   $5,236,000 

 

(a) In fiscal 2023, the Company entered into a Note Purchase Agreement (the “2023 Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes with an aggregate principal balance of $1,015,000 (the “2023 Private Placement”). Messrs. Tom Y. Lee and Ivan Chen, each a member of the Company’s Board invested $1,000,000 and $15,000, respectively in the 2023 Private Placement, through affiliates or directly. As of July 31, 2026 and 2025, $1,015,000 of principal was outstanding under the 2023 Private Placement, which amount is currently due.
   
(b) In fiscal 2024, the Company entered into a Note Purchase Agreement (the “2024 Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes with an aggregate principal balance of $1,785,000 (the “2024 Private Placement”). Tom Y. Lee invested $1,785,000 in the 2024 Private Placement, through affiliates or directly. As of July 31, 2026 and 2025, $1,785,000 of principal was outstanding under the 2024 Private Placement, which amount is currently due.
   
(c) In fiscal 2025, the Company entered into a Note Purchase Agreement (the “2025 Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes with an aggregate principal balance of $2,000,000 (the “2025 Private Placement”). Tom Y. Lee invested $2,000,000 in the 2025 Private Placement, through affiliates or directly. As of July 31, 2026 and 2025, $2,000,000 of principal was outstanding under the 2025 Private Placement.
   
(d) During the fiscal year ended July 31, 2026, the Company entered into a Note Purchase Agreement (the “2026 Note Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes (the “Notes”, collectively with the 2026 Note Purchase Agreement, the “Note Documents”) with an aggregate principal balance of $970,000 (the “2026 Private Placement”).The Note Documents provide for subsequent closings for an aggregate offering size of $2.0 million in principal balance. Tom Y. Lee, invested $970,000 in the 2026 Private Placement, through affiliates or directly. The disinterested members of the Board approved the 2026 Private Placement. As of July 31, 2026, $970,000 of principal was outstanding under the 2026 Private Placement.
Schedule of Future Principal and Interest Payment Obligations

Future principal and accrued interest payment obligations under the convertible notes payable to related parties are as follows:

 

As of July 31, 2026    
2027  $3,381 
2028   

2,212

 
2029   

1,009

 
2030   

—

 
2031   

—

 
2032 onward   

—

 
Total principal and accrued interest payments   6,602 
Less: Current portion    (3,381)
Non-current portion of convertible notes payable  $3,221