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Related Party Transactions
6 Months Ended
Jan. 31, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 12 – RELATED PARTY TRANSACTIONS

 

IDT Corporation

 

The Company has historically maintained an intercompany balance due to/from related parties that relates to cash advances for investments, loan repayments, charges for services provided to the Company by IDT Corporation, or IDT, and payroll costs for the Company’s personnel that were paid by IDT. The Company also receives rental income from various companies under common control to IDT. The Company recorded expense of approximately $80 thousand and $90 thousand in related party services to IDT for the three months ended January 31, 2022 and 2021, respectively. The Company recorded expense of approximately $156 thousand and $155 thousand in related party services to IDT for the six months ended January 31, 2022 and 2021, respectively, of which approximately $80 thousand and $29 thousand is included in Due Related Parties at January 31, 2022 and 2021, respectively.

 

IDT leases approximately 80,000 square feet of office space plus parking at 520 Broad Street, Newark, New Jersey and approximately 3,600 square feet of office space in Jerusalem, Israel. IDT paid the Company approximately $147 thousand and $460 thousand for office rent and parking during the three months ended January 31, 2022 and 2021, respectively, and $589 thousand and $867 thousand for office rent and parking during the six months ended January 31, 2022 and 2021, respectively. As of January 31, 2022 and 2021, IDT owed the Company approximately $485 thousand and $8 thousand, respectively, for office rent and parking.

 

During the year ended July 31, 2021, IDT and Genie each exercised 43,649 warrants to purchase shares of Class B Common Stock, resulting in a total of 87,298 shares of Class B common stock issued for proceeds of approximately $2 million.

 

Rafael Pharmaceuticals

 

The Company provides Rafael Pharmaceuticals with administrative, finance, accounting, tax and legal services. Howard S. Jonas served as the former Chairman of the Board of Rafael Pharmaceuticals and owns an equity interest in Rafael Pharmaceuticals. The Company billed Rafael Pharmaceuticals $0 and $120 thousand for the three months ended January 31, 2022 and 2021, respectively and $120 thousand and $240 thousand for the six months ended January 31, 2022 and 2021, respectively. As of January 31, 2022 and July 31, 2021, Rafael Pharmaceuticals owed the Company $720 thousand, for which a full allowance for uncollectibility has been recorded, and $600 thousand, respectively, included in Due from Rafael Pharmaceuticals.

 

Due to the Data Events, the balance owed to the Company by Rafael Pharmaceuticals as of January 31, 2022, was reserved for during the six months ended January 31, 2022, resulting in a loss on related party receivable of $720 thousand (See Note 3).

 

Levco Pharmaceuticals Ltd

 

On September 8, 2020, Levco Pharmaceuticals Ltd. (“Levco”) entered into a research and development consulting agreement with Dr. Alberto Gabizon for a two-year period. Under the agreement, in exchange for the services provided, Levco will pay Dr. Gabizon $3,000 per month and issued to him common shares representing up to 5% of common stock outstanding. Additionally, Levco will provide a lab grant in the amount of $120,000 to support the project.

 

On September 8, 2020, Levco entered into a Sponsored Research Agreement with a company for a research program related to patent applications with payments totaling $120,000 plus value-added tax. The research period is over 13 months, with two additional 12-month options to extend.

 

Farber Partners, LLC

 

Farber, a controlled subsidiary of the Company, reached agreements with Princeton University including to in-license certain patents and related information related to the serine hydroxymethyltransferase (SHMT) inhibitor program developed by the laboratory of Dr. Joshua D. Rabinowitz at Princeton. Farber will pay Princeton minimum annual royalty payments, in addition to percentage royalties and a percentage of any sublicense revenue. Additionally, there are development milestone payments which Farber will pay Princeton for the first three products developed by Farber, or any sublicensees or affiliates.

 

Pharma Holdings

 

On January 28, 2021, Pharma Holdings partially exercised the Warrant and purchased 7.3 million shares of Rafael Pharmaceuticals’ Series D Preferred Stock for $9.1 million, of which $0.9 million was contributed by the holder of a minority interest in Pharma Holdings.

 

Related Party Rental Income

 

The Company leases space to related parties which represented approximately 63% and 62% of the Company’s total revenue for the three months ended January 31, 2022 and 2021, respectively, and 57% and 59% for the six months ended January 31, 2022 and 2021, respectively. See Note 17 for future minimum rent payments from related parties and other tenants.

 

Investment in Altira

 

In May 2020, the Company acquired its first membership interest of 33.333% in Altira, a related party. In December 2020, the Company acquired an additional 33.333% membership interest in Altira, for an aggregate of a 66.666% membership interest (see Note 4).

 

RP Finance

 

The Company recognized approximately $0 and $96 thousand in earnings from its ownership interests of 37.5% in RP Finance for the three months ended January 31, 2022 and 2021, respectively, and a loss of $575 thousand and earnings of $192 thousand from its ownership interests of 37.5% in RP Finance for the six months ended January 31, 2022 and 2021, respectively. As of January 31, 2022, the equity method investment in RP Finance on the Company’s balance sheet was $0. The Company recorded a loss on related party receivables of $9.375 million related to amounts owed by RP Finance (see Note 5).

 

Howard Jonas, Chairman of the Board and Former Chief Executive Officer

 

In December 2020, two entities, on whose Boards of Directors Howard Jonas, the Registrant’s Chairman of the Board and former Chief Executive Officer serves, each purchased 218,245 shares of Class B common stock for consideration of $5 million each. In connection with the purchases, each purchaser was granted warrants (the “Issued Warrants”) to purchase twenty percent (20%) of the shares of Class B common stock purchased by such purchaser. The Issued Warrants have an exercise price of $22.91 per share and expire on June 6, 2022. The shares and Issued Warrants were issued in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

LipoMedix Pharmaceuticals, Ltd.

 

As of the date of the Share Purchase Agreement, on November 15, 2021, there was an outstanding loan balance including principal of $400 thousand and accrued interest of $21.8 thousand owed by LipoMedix to the Company on the note from March 2021. The amount due on the loan was netted against the $3.0 million aggregate purchase price due LipoMedix, resulting in a cash payment by the Company of approximately $2.6 million in exchange for the 15,975,000 shares purchased. As a result of the share purchase, the Company’s ownership of LipoMedix increased to approximately 84% with a noncontrolling interest of approximately 16%.