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Related Party Transactions
 12 Months Ended
Jul. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 20 – RELATED PARTY TRANSACTIONS

 

IDT Corporation

 

IDT Corporation (“IDT”), a related party through common ownership and some common members of management, has historically maintained a due to/from balance that relates to cash advances for investments, loan repayments, charges for services provided to the Company by IDT and payroll costs for the Company’s personnel that were paid by IDT as the relevant persons were also providing services to IDT. IDT billed the Company approximately $275 thousand and $296 thousand for services during years ended July 31, 2025 and 2024, respectively. The Company had balances due to IDT of $59 thousand at both July 31, 2025 and July 31, 2024, included in due to related parties.

 

IDT currently leases approximately 3,600 square feet of office space and parking space in our real estate asset. The Company invoiced IDT approximately $140 thousand and $108 thousand for the years ended July 31, 2025 and 2024, respectively. As of July 31, 2025 and July 31, 2024, IDT owed the Company approximately $93 thousand and $332 thousand, respectively, for office rent and parking plus Israeli value added tax.

 

Related Party Rental Income

 

The Company leased space to related parties (including IDT Corporation – see above) which represented approximately 12% and 17% of the Company’s total revenue for the years ended July 31, 2025 and 2024, respectively.

 

Howard S. Jonas, Chairman of the Board, Former Chief Executive Officer

 

On July 31, 2023, eight trusts, each for the benefit of a child of Howard S. Jonas, the Company’s Executive Chairman and Chairman of the Board, with independent trustees, transferred an aggregate of 787,163 shares of Class A common stock of the Company (representing all of the issued and outstanding shares of the Class A common stock of the Company, and 51.3% of the aggregate voting power of all issued and outstanding shares of capital stock of the Company) to a limited partnership. Howard Jonas is the sole manager of the sole general partner of the limited partnership and, therefore, has sole voting and dispositive power over the shares of Class A common stock held by the limited partnership. Following the transfer, Mr. Jonas is the controlling stockholder of the Company and the Company is a controlled company as defined in Section 303A of the New York Stock Exchange Listed Company Manual.

 

On May 6, 2025, the Company entered into a Standby Purchase Agreement with Howard S. Jonas. Under the agreement, the Company conducted a $25.0 million rights offering of Class B common stock at a subscription price of $1.28 per share (the “Rights Offering”). Eligible stockholders received non-transferable rights to purchase shares. The agreement also provided that within 10 days after the closing of the Rights Offering, Mr. Jonas would purchase from the Company in a private placement any shares of Class B common stock included in the Rights Offering that were not subscribed for and purchased by other eligible stockholders for the same subscription price of $1.28.

Following the expiration of the Rights Offering on June 4, 2025, Howard S. Jonas and certain related parties purchased 16,386,020 shares of Class B common stock in a private placement for approximately $21.0 million, representing the unsubscribed portion of the offering. No fees were paid to Mr. Jonas for his commitment. As of July 31, 2025, Mr. Jonas has voting power over 787,163 shares of Class A common stock (which are convertible into shares of Class B common stock on a 1-for-1 basis) and 14,020,427 shares of Class B common stock, approximately 28% of the Company’s Class B Common Stock, representing approximately 51% of the combined voting power of the Company’s outstanding capital stock.

 

Other Related Parties

 

During the year ended July 31, 2025, the Company paid Sam Beyda, who previously served as the Chief Executive Officer and a Director of Day Three and who is Howard Jonas’ son-in-law, wages of wages of $142 thousand plus a bonus of $33 thousand.