|3 Months Ended|
Nov. 30, 2022
|Subsequent Events [Abstract]|
|Subsequent Events||Subsequent Events
Management has evaluated events that have occurred subsequent to the date of these consolidated financial statements and has determined that, other than those listed below, no such reportable subsequent events exist through the date the financial statements were issued in accordance with FASB ASC Topic 855, "Subsequent Events."
IHC Trust released all the redemption funds to IHC shareholders on December 2, 2022, effectively liquidating the Trust.
In Re John Stephen Holmes Bankruptcy Litigation
On December 15, 2022, we filed a motion to dismiss the complaint filled by the bankruptcy trustee. No action has been taken on the motion.
On January 4, 2023, the court in the Kadima litigation entered a formal order of judgment in favor of the Company and against Kadima for $5 million in compensatory damages, plus an amount in excess of $1.8 million in pre-judgment interest, plus expert witness fees of $250,000, plus costs, plus post judgment interest.
Changes in CFO Position
Effective December 16, 2022, Manny Rivera, resigned from his position as Acting Chief Financial Officer of the Company. Effective January 15, 2023, Douglas Beck, CPA assumed the position of Chief Financial Officer of the Company.
Nasdaq Letter of Reprimand
On January 17, 2023, the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) issued a Letter of Reprimand to the Company for the Company’s violation, as determined by Nasdaq, of Listing Rule 5635(d) (the “Rule”). The Staff determined that two transactions completed by the Company, on July 18, 2022, and September 20, 2022 (prior to and after the Company’s 1-for-100 reverse stock split), should be aggregated inasmuch as the transactions were with the same investor and deemed proximate in time and use of proceeds, and that, because the total shares issued in the transactions substantially exceeded 20% of the total shares outstanding and were issued at a price less than the Minimum Price, shareholder approval should have been secured prior to issuing shares in the September 20, 2022, transaction.
The Staff considered it appropriate, pursuant to Listing Rule 5810(c)(4), to close these matters with the issuance of a Letter of Reprimand as opposed to a delisting of the Company’s securities, noting that the Company (1) stated that any violation of the Listing Rules was inadvertent, (2) stated that it reasonably relied upon the expertise of its outside counsel and had no reason to believe counsel would omit consideration of any material issue and accordingly proceeded with closing, (3) noted that its substantial majority shareholder approved the September 20, 2022, transaction, (4) has committed to engage with Nasdaq prior to entering into transactions involving common investors if such transactions take place within six months from one another, and (5) has not demonstrated a prior pattern of non-compliance. The Company’s action in amending the warrants issued in September 2022 to extend the date of their initial exercise to 6 months from the date of their issuance (which has been completed as disclosed in the Company’s 8-K filed on December 2, 2022) was offered by the Company as a remedial measure.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef