Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Apr. 30, 2014 | |
Document And Entity Information | ' |
Entity Registrant Name | 'GENEREX BIOTECHNOLOGY CORP |
Entity Central Index Key | '0001059784 |
Document Type | '10-Q |
Document Period End Date | 30-Apr-14 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--07-31 |
Is Entity a Well-known Seasoned Issuer? | 'No |
Is Entity a Voluntary Filer? | 'No |
Is Entity's Reporting Status Current? | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
Document Fiscal Period Focus | 'Q3 |
Document Fiscal Year Focus | '2014 |
INTERIM_CONSOLIDATED_BALANCE_S
INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Jun. 17, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 |
Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | |||
ASSETS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $4,218,735 | $1,708,954 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other current assets | 45,506 | 98,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Current Assets | 4,264,241 | 1,807,269 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and Equipment, Net | 14,049 | 85,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets Held for Investment, Net (Note 11) | ' | 640,772 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Patents, Net | 2,105,448 | 2,319,416 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL ASSETS | 6,383,738 | 4,852,863 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)/EQUITY | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses (Note 5) | 8,105,356 | 7,661,234 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | 223,662 | 224,843 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current maturities of long-term debt (Note 11) | ' | 617,665 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Current Liabilities | 8,329,018 | 8,503,742 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Warrant Liability (Note 10) | 5,699,770 | 5,234,293 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Additional Investment Rights Liability (Note 10) | 819,882 | 1,256,160 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Liabilities | 14,848,670 | 14,994,195 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Deficiency (Note 9): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
9% Convertible Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, $.001 par value; authorized 1,500,000,000 shares at April 30, 2014 and July 31, 2013; 750,103,804 and 580,329,160 issued and outstanding at April 30, 2014 and July 31, 2013, respectively | 750,103 | 580,329 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | 362,112,407 | 356,401,812 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the development stage | -372,102,178 | -367,888,576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated other comprehensive income | 774,736 | 765,103 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Stockholders' Deficiency | -8,464,932 | -10,141,332 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $6,383,738 | $4,852,863 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTERIM_CONSOLIDATED_BALANCE_S1
INTERIM CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 |
Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | |||
Convertible preferred stock, par value (in dollars per share) | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 |
Convertible preferred stock, shares authorized | ' | ' | 750 | 750 | 4,150 | 0 |
Convertible preferred stock, shares issued | ' | ' | 0 | 0 | 1,845 | 0 |
Convertible preferred stock, shares outstanding | ' | ' | ' | ' | 1,845 | 0 |
Convertible preferred stock, cumulative percentage of interest | ' | ' | 9.00% | 9.00% | 9.00% | 9.00% |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | ' | ' | ' | ' |
Common stock, shares issued and outstanding | 750,103,804 | 580,329,160 | ' | ' | ' | ' |
INTERIM_CONSOLIDATED_STATEMENT
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | 219 Months Ended | |||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | ||
Income Statement [Abstract] | ' | ' | ' | ' | ' | |
Revenues, net | ' | ' | ' | ' | $5,110,784 | |
Cost of Goods Sold | ' | ' | ' | ' | 1,620,375 | |
Gross profit | ' | ' | ' | ' | 3,490,409 | |
Operating Expenses: | ' | ' | ' | ' | ' | |
Research and development | 348,104 | 478,110 | 1,097,877 | 1,631,987 | 135,266,565 | |
Research and development - related party | ' | ' | ' | ' | 220,218 | |
Selling and marketing | ' | ' | ' | ' | 9,333,214 | |
General and administrative | 894,745 | 955,530 | 2,598,884 | 3,032,464 | 154,337,675 | |
General and administrative - related party | ' | ' | ' | ' | 314,328 | |
Total Operating Expenses | 1,242,849 | 1,433,640 | 3,696,761 | 4,664,451 | 299,472,000 | |
Operating Loss | -1,242,849 | -1,433,640 | -3,696,761 | -4,664,451 | -295,981,591 | |
Other Income (Expense): | ' | ' | ' | ' | ' | |
Miscellaneous income | ' | ' | ' | ' | 686,303 | |
Income from assets held for investment, net (Note 11) | ' | 126,701 | 193,607 | 1,210,567 | 5,773,029 | |
Interest income | 523 | 22 | 569 | 329 | 7,782,815 | |
Interest expense | -78,126 | -86,421 | -243,506 | -453,677 | -69,782,410 | |
Change in fair value of derivative liabilities (Note 10) | 1,591,375 | 2,690,786 | 1,360,818 | -1,092,504 | -2,495,418 | [1] |
Loss on extinguishment of debt | ' | ' | ' | ' | -14,134,068 | |
Net Income/(Loss) Before Undernoted | 270,923 | 1,297,448 | -2,385,273 | -4,999,736 | -368,151,340 | |
Minority Interest Share of Loss | ' | ' | ' | ' | 3,038,185 | |
Net Income/(Loss) (Note 4) | 270,923 | 1,297,448 | -2,385,273 | -4,999,736 | -365,113,155 | |
Preferred Stock Dividend (Note 9) | 1,420,050 | ' | 1,828,329 | 102,297 | 6,989,023 | |
Net Income/(Loss) Available to Common Stockholders | ($1,149,127) | $1,297,448 | ($4,213,602) | ($5,102,033) | ($372,102,178) | |
Net Income/(Loss) Per Common Share (Note 8) (in dollars per share) | ' | ' | ' | ' | ' | |
Basic | ($0.00) | $0.00 | ($0.01) | ($0.01) | ' | |
Diluted | ($0.00) | $0.00 | ($0.01) | ($0.01) | ' | |
Shares Used to Compute Earnings/(Loss) per Share (Note 8) | ' | ' | ' | ' | ' | |
Basic | 727,041,541 | 491,220,657 | 649,133,385 | 413,135,599 | ' | |
Diluted | 727,041,541 | 713,150,718 | 649,133,385 | 413,135,599 | ' | |
[1] | Includes $5,981,403 as adjustment related to the adoption of FASB ASC Topic 815 in "Cumulative from November 2, 1995 (Date of Inception) to January 31, 2014" column. See Note 10 - Derivative Warrant Liability. |
INTERIM_CONSOLIDATED_STATEMENT1
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 9 Months Ended | 219 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | ||
Cash Flows From Operating Activities: | ' | ' | ' | |
Net income/(loss) | ($2,385,273) | ($4,999,736) | ($365,113,155) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | |
Depreciation and amortization | 280,743 | 349,047 | 10,653,001 | |
Minority interest share of loss | ' | ' | -3,038,185 | |
Reduction of notes receivable - common stock in exchange for services rendered | ' | ' | 423,882 | |
Write-off of uncollectible notes receivable - common stock | ' | ' | 391,103 | |
Write-off of deferred offering costs | ' | ' | 3,406,196 | |
Write-off of abandoned patents | ' | ' | 1,353,976 | |
Gain on disposal of property and equipment | -188,869 | -1,036,865 | -3,217,504 | |
Loss on extinguishment of debt | ' | ' | 14,134,068 | |
Common stock issued as employee compensation | ' | ' | 4,011,938 | |
Amortization of options and option modifications as stock compensation | 262,871 | 613,375 | 4,511,851 | |
Common stock issued for services rendered | 360,500 | 223,692 | 15,260,200 | |
Amortization of prepaid services in conjunction with common stock issuance | ' | ' | 138,375 | |
Non-cash compensation expense | ' | ' | 45,390 | |
Stock options and warrants issued for services rendered | ' | ' | 7,956,723 | |
Issuance of warrants as additional exercise right inducement | ' | ' | 21,437,909 | |
Preferred stock issued for services rendered | ' | ' | 100 | |
Treasury stock redeemed for non-performance of services | ' | ' | -138,000 | |
Amortization of deferred debt issuance costs and loan origination fees | ' | ' | 2,405,629 | |
Amortization of discount on convertible debentures | ' | ' | 38,345,592 | |
Common stock issued for interest on convertible debentures & preferred stock | 522,450 | 663,930 | 2,652,104 | |
Interest on short-term advance | ' | ' | 22,190 | |
Founders' shares transferred for services rendered | ' | ' | 353,506 | |
Fees in connection with refinancing of debt | ' | ' | 113,274 | |
Warrant repricing costs | ' | ' | 3,198,604 | |
Change in fair value of derivative liabilities | -1,360,818 | 1,092,504 | 2,495,418 | [1] |
Changes in operating assets and liabilities (excluding the effects of acquisition): | ' | ' | ' | |
Accounts receivable | ' | ' | -15,047 | |
Miscellaneous receivables | ' | ' | 43,812 | |
Inventory | ' | ' | -20,091 | |
Other current assets | 51,003 | 154,586 | -7,748 | |
Accounts payable and accrued expenses | -300,383 | 212,595 | 14,847,113 | |
Deferred revenue | -1,181 | -33,504 | 217,869 | |
Other, net | ' | ' | 110,317 | |
Net Cash Used in Operating Activities | -2,758,957 | -2,760,376 | -223,019,589 | |
Cash Flows From Investing Activities: | ' | ' | ' | |
Purchase of property and equipment | ' | ' | -4,809,439 | |
Proceeds from sale of property and equipment | 883,780 | 1,762,954 | 7,601,113 | |
Costs incurred for patents | -61,812 | -51,717 | -2,980,806 | |
Change in restricted cash | ' | ' | 512,539 | |
Proceeds from maturity of short term investments | ' | ' | 195,242,918 | |
Purchases of short-term investments | ' | ' | -195,242,918 | |
Cash received in conjunction with merger | ' | ' | 82,232 | |
Advances to Antigen Express, Inc. | ' | ' | -32,000 | |
Increase in officers' loans receivable | ' | ' | -1,126,157 | |
Change in deposits | ' | ' | -652,071 | |
Change in notes receivable - common stock | ' | ' | -91,103 | |
Change in due from related parties | ' | ' | -2,222,390 | |
Other, net | ' | ' | 89,683 | |
Net Cash Provided By (Used in) Investing Activities | 821,968 | 1,711,237 | -3,628,399 | |
Cash Flows From Financing Activities: | ' | ' | ' | |
Proceeds from short-term advance | ' | ' | 325,179 | |
Repayment of short-term advance | ' | ' | -347,369 | |
Proceeds from issuance of long-term debt | ' | 828,543 | 6,396,335 | |
Repayment of long-term debt | -606,806 | -1,832,170 | -9,502,770 | |
Repayment of obligations under capital lease | ' | ' | -83,002 | |
Change in due to related parties | ' | ' | 154,541 | |
Proceeds from exercise of warrants, net | 2,301,944 | 780,704 | 49,875,429 | |
Proceeds from exercise of stock options | 526 | 1,057 | 5,009,500 | |
Proceeds from minority interest investment | ' | ' | 3,038,185 | |
Proceeds from issuance of preferred stock, net | 2,770,000 | 1,450,000 | 21,690,000 | |
Redemption of SVR preferred stock | ' | ' | -100 | |
Proceeds from issuance of convertible debentures, net | ' | ' | 40,704,930 | |
Payment of costs associated with convertible debentures | ' | ' | -722,750 | |
Repayments of convertible debentures | ' | ' | -5,142,424 | |
Purchase of treasury stock | ' | ' | -483,869 | |
Proceeds from issuance of common stock, net | ' | ' | 120,576,242 | |
Purchase and retirement of common stock | ' | ' | -497,522 | |
Net Cash Provided by Financing Activities | 4,465,664 | 1,228,134 | 230,990,535 | |
Effect of Exchange Rates on Cash | -18,894 | -18,723 | -123,812 | |
Net Increase in Cash and Cash Equivalents | 2,509,781 | 160,272 | 4,218,735 | |
Cash and Cash Equivalents, Beginning of Period | 1,708,954 | 246,309 | ' | |
Cash and Cash Equivalents, End of Period | 4,218,735 | 406,581 | 4,218,735 | |
Supplemental Disclosure of Cash Flow Information | ' | ' | ' | |
Cash paid during the period for Interest | 35,542 | 251,177 | ' | |
Disclosure of non-cash investing and financing activities: | ' | ' | ' | |
Par value of common stock issued in conjunction with cashless exercise of warrants | ' | 29,185 | ' | |
Issuance of common stock as repayment of convertible debentures and advance payments | $522,450 | $663,930 | ' | |
[1] | Includes $5,981,403 as adjustment related to the adoption of FASB ASC Topic 815 in "Cumulative from November 2, 1995 (Date of Inception) to January 31, 2014" column. See Note 10 - Derivative Warrant Liability. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Apr. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Note 1 – Basis of Presentation: | |
The accompanying unaudited interim consolidated financial statements (“interim statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by generally accepted accounting principles for complete financial statements are not included herein. The interim statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K. The results for the nine months ended April 30, 2014 may not be indicative of the results for the entire year. | |
Interim statements are subject to possible adjustments in connection with the annual audit of the Company’s accounts for fiscal year 2014. In the Company’s opinion, all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature. | |
The Company is a development stage company, which has a limited history of operations and limited revenue to date. This revenue has been comprised mainly of the sale of our confectionary products, although the Company has recognized $600,000 relating to upfront license fees for the signing of license and distribution agreements for Generex Oral-lyn™. Additionally, the Company has several product candidates that are in various research or early stages of pre-clinical and clinical development. There can be no assurance that the Company will be successful in obtaining regulatory clearance for the sale of existing or any future products or that any of the Company’s products will be commercially viable. |
Going_Concern
Going Concern | 3 Months Ended |
Apr. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
Going Concern | |
The accompanying interim statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has experienced negative cash flows from operations since inception and has an accumulated deficit of approximately $372 million and a working capital deficiency of approximately $4.1 million at April 30, 2014. The Company has funded its activities to date almost exclusively from debt and equity financings, as well as the recent sales of non-essential real estate assets in fiscal 2012, fiscal 2013 and the first quarter of fiscal 2014 (see Note 11). | |
The Company will continue to require substantial funds to continue research and development, including pre-clinical studies and clinical trials of its product candidates, and to commence sales and marketing efforts, if the U.S. Food and Drug Administration or other regulatory approvals are obtained. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, issuances of debt and convertible debt instruments. Management will be limited in the financing activities that the Company undertakes in the near future as the securities purchase agreements that the Company entered into on June 17, 2013, January 14, 2014 and March 27, 2014 with certain investors prohibit the Company from (i) issuing additional equity securities until 60 days after the effective date of a registration statement covering the resale of the common stock issuable upon exercise of the warrants and conversion of the preferred stock sold in those transactions; and (ii) issuing additional debt or equity securities with variable conversion or exercise prices until June 17, 2014, January 14, 2015 and March 27, 2015, respectively. Management is also actively pursuing financial and strategic alternatives, including strategic investments and divestitures, industry collaboration activities and strategic partners. Management has sold its non-essential real estate assets which were classified as Assets Held for Investment to augment its cash position. | |
These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. There are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The interim statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue in existence. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Effects_of_Recent_Accounting_P
Effects of Recent Accounting Pronouncements | 3 Months Ended |
Apr. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Effects of Recent Accounting Pronouncements | ' |
Note 2 – Effects of Recent Accounting Pronouncements: | |
Recently Adopted Accounting Pronouncements | |
In June 2011, the FASB issued guidance regarding the presentation of Comprehensive Income within financial statements. The guidance was effective for the Company’s annual fiscal period ended July 31, 2013. The adoption of this new accounting guidance did not have a material impact on the Company’s consolidated financial statements. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||
Apr. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Note 3 – Stock-Based Compensation: | |||||||||||||
As of April 30, 2014, the Company had two stockholder-approved stock incentive plans under which shares and options exercisable for shares of common stock have been or may be granted to employees, directors, consultants and advisors. A total of 12,000,000 shares of common stock are reserved for issuance under the 2001 Stock Option Plan (the 2001 Plan) and 60,000,000 shares of common stock are reserved for issuance under the 2006 Stock Plan as amended (the 2006 Plan). At April 30, 2014, there were 1,353,916 and 6,300,576 shares of common stock reserved for future awards under the 2001 Plan and 2006 Plan, respectively. The Company issues new shares of common stock from the shares reserved under the respective Plans upon conversion or exercise of options and issuance of restricted shares. | |||||||||||||
The 2001 and 2006 Plans (the Plans) are administered by the Board of Directors (the Board). The Board is authorized to select from among eligible employees, directors, advisors and consultants those individuals to whom options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any options granted hereunder is within the discretion of the Board. | |||||||||||||
The Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees and non-employee directors, advisors and consultants are eligible to receive options which are not ISOs, i.e. “Non-Qualified Options.” The options granted by the Board in connection with its adoption of the Plans were Non-Qualified Options. In addition, the 2006 Plan also provides for restricted stock grants. | |||||||||||||
The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. | |||||||||||||
In the case of restricted stock grants under the 2006 Plan, fair market value of the shares is established as the market price on the date of the stock grant or the value of the services provided, whichever is more readily determinable. | |||||||||||||
The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plans for the nine months ended April 30, 2014: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Exercise | Aggregate | ||||||||||||
Price | Intrinsic | ||||||||||||
Options | per Share | Value | |||||||||||
Outstanding, August 1, 2013 | 29,701,197 | $ | 0.08 | ||||||||||
Add: Granted | 8,879,499 | 0.001 | |||||||||||
Less: Forfeited or expired | 90,000 | 0.529 | |||||||||||
Less: Exercised | 526,306 | 0.001 | 21,052 | ||||||||||
Outstanding, April 30, 2014 | 37,964,390 | $ | $ 0.061 | $ | 1,115,179 | ||||||||
Exercisable, April 30, 2014 | 37,964,390 | $ | $0.06 | $ | 1,115,179 | ||||||||
The 37,964,390 outstanding options at April 30, 2014 had a weighted average remaining contractual term of 3.7 years. | |||||||||||||
The following is a summary of the non-vested common stock options granted, vested and forfeited under the Plan for the nine months ended April 30, 2014: | |||||||||||||
Weighted Average | |||||||||||||
Grant Date | |||||||||||||
Options | Fair Value | ||||||||||||
Outstanding, August 1, 2013 | 60,000 | $ | 0.46 | ||||||||||
Granted | 8,879,499 | 0.029 | |||||||||||
Vested | (8,939,499 | ) | 0.031 | ||||||||||
Forfeited | 0 | n/a | |||||||||||
Outstanding, April 30, 2014 | 0 | $ | n/a | ||||||||||
As of April 30, 2014, the Company did not have any unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plans. |
Comprehensive_Income_and_Loss
Comprehensive Income and Loss | 3 Months Ended |
Apr. 30, 2014 | |
Equity [Abstract] | ' |
Comprehensive Income and Loss | ' |
Note 4 – Comprehensive Income and Loss: | |
Comprehensive loss, which includes net loss and the change in the foreign currency translation account, for the nine months ended April 30, 2014, was $2,375,640. Comprehensive loss, which includes net loss and the change in the foreign currency translation account, for the nine months ended April 30, 2013, was $5,012,734. | |
Comprehensive income, which includes net income and the change in the foreign currency translation account, for the three months ended April 30, 2014, was $266,310. Comprehensive income, which includes net income and the change in the foreign currency translation account, for the three months ended April 30, 2013, was $1,296,841. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 3 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Expenses | ' | ||||||||
Note 5 – Accounts Payable and Accrued Expenses: | |||||||||
Accounts payable and accrued expenses consist of the following: | |||||||||
30-Apr-14 | 31-Jul-13 | ||||||||
Accounts Payable and Accruals – General and Administrative | $ | 3,200,070 | $ | 3,447,618 | |||||
Accounts Payable and Accruals – Research and Development | 3,890,361 | 3,557,184 | |||||||
Accounts Payable and Accruals – Selling and Marketing | 327,012 | 328,629 | |||||||
Accrued Make-whole Payments on Convertible Preferred Stock (see Note 9) | 504,900 | 251,100 | |||||||
Executive Compensation and Directors’ Fees Payable | 183,013 | 76,703 | |||||||
Total | $ | 8,105,356 | $ | 7,661,234 | |||||
Pending_Litigation
Pending Litigation | 3 Months Ended |
Apr. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Pending Litigation | ' |
Note 6 – Pending Litigation: | |
In February 2001, a former business associate of the former Vice President of Research and Development (“VP”) of the Company and an entity known as Centrum Technologies Inc. (“CTI”) commenced an action in the Ontario Superior Court of Justice against the Company and the VP seeking, among other things, damages for alleged breaches of contract and tortious acts related to a business relationship between this former associate and the VP that ceased in July 1996. The plaintiffs’ statement of claim also seeks to enjoin the use, if any, by the Company of three patents allegedly owned by CTI. The three patents are entitled Liquid Formulations for Proteinic Pharmaceuticals, Vaccine Delivery System for Immunization, Using Biodegradable Polymer Microspheres, and Controlled Releases of Drugs or Hormones in Biodegradable Polymer Microspheres. It is the Company’s position that the buccal drug delivery technologies which are the subject matter of the Company’s research, development, and commercialization efforts, including Generex Oral-lyn™ and the RapidMist™ Diabetes Management System, do not make use of, are not derivative of, do not infringe upon, and are entirely different from the intellectual property identified in the plaintiffs’ statement of claim. On July 20, 2001, the Company filed a preliminary motion to dismiss the action of CTI as a nonexistent entity or, alternatively, to stay such action on the grounds of want of authority of such entity to commence the action. The plaintiffs brought a cross motion to amend the statement of claim to substitute Centrum Biotechnologies, Inc. (“CBI”) for CTI. CBI is a corporation of which 50 percent of the shares are owned by the former business associate and the remaining 50 percent are owned by the Company. Consequently, the shareholders of CBI are in a deadlock. The court granted the Company’s motion to dismiss the action of CTI and denied the plaintiffs’ cross motion without prejudice to the former business associate to seek leave to bring a derivative action in the name of or on behalf of CBI. The former business associate subsequently filed an application with the Ontario Superior Court of Justice for an order granting him leave to file an action in the name of and on behalf of CBI against the VP and the Company. The Company opposed the application. In September 2003, the Ontario Superior Court of Justice granted the request and issued an order giving the former business associate leave to file an action in the name of and on behalf of CBI against the VP and the Company. A statement of claim was served in July 2004. The Company is not able to predict the ultimate outcome of this legal proceeding at the present time or to estimate an amount or range of potential loss, if any, from this legal proceeding. | |
On May 20, 2011, Ms. Perri filed a statement of claim (subsequently amended) in the Ontario Superior Court of Justice, naming as defendants the Company and certain directors of the Company, Mr. Barratt, Ms. Masterson, Mr. McGee, and Mr. Fletcher. In this action, Ms. Perri has alleged that defendants engaged in discrimination, harassment, bad faith and infliction of mental distress in connection with the termination of her employment with | |
the Company. Ms. Perri is seeking damages in this action in excess of $7,000,000 for, among other things, breach of contract, breach of fiduciary duty, violations of the Ontario Human Rights Code and aggravated and punitive damages. On September 20, 2011, the defendants filed a statement of defense and counterclaim, also naming Time Release Corp., Khazak Group Consulting Corp., and David Khazak, C.A. as defendants by counterclaim, and seeking damages of approximately $2.3 million in funds that the defendants allege Ms. Perri wrongly caused the Company to pay to third parties in varying amounts over several years and an accounting of certain third-party payments, plus interests and costs. The factual basis for the counterclaim involves payments made by the Company to third parties believed to be related to Ms. Perri. The Company intends to defend this action and pursue its counterclaim vigorously and is not able to predict the ultimate outcome of this legal proceeding at the present time or to estimate an amount or range of potential loss, if any, from this legal proceeding. | |
On June 1, 2011, Golden Bull Estates Ltd. filed a claim (subsequently amended) in the Ontario Superior Court of Justice, naming the Company, 1097346 Ontario, Inc. and Generex Pharmaceuticals, Inc. as defendants. The plaintiff, Golden Bull Estates, is controlled by Ms. Perri. The plaintiff alleges damages in the amount of $550,000 for breach of contract, $50,000 for punitive damages, plus interest and costs. The plaintiff’s claims relate to an alleged contract between the plaintiff and the Company for property management services for certain Ontario properties owned by the Company. The Company terminated the plaintiff’s property management services in April 2011. Following the close of pleadings, the Company served a motion for summary judgment. The plaintiff responded by amending its statement of claim to include a claim to the Company’s interest in certain of its real estate holdings. The plaintiff moved for leave to issue and register a Certificate of Pending Litigation in respect of this real estate. The motion was not successful in respect of any current real estate holdings of the Company. The Company is not able to predict the ultimate outcome of this legal proceeding at the present time or to estimate an amount or range of potential loss, if any, from this legal proceeding. | |
In August 2011, the estate of Antonio Perri, the late father of Ms. Perri, commenced an action against Generex Pharmaceuticals, Inc., the law firm of Brans, Lehun, Baldwin LLP and William Lehun in the Ontario Superior Court of Justice claiming that the estate is entitled to the proceeds of sale (approximately $1,730,000) received by the Company on its sale of two properties to Golden Bull Estates Ltd., a company controlled by Ms. Perri. The suit alleges that no consideration was received when the Company purchased the two properties from Antonio Perri in 1998. The Company responded to this statement of claim. On May 6, 2014, the Company received a court order which dismissed this action for delay as the plaintiff has not brought this action to conclusion or set it down for trial within the time prescribed by the laws of Ontario. | |
In December 2011, a vendor of the Company commenced an action against the Company and its subsidiary, Generex Pharmaceuticals, Inc., in the Ontario Superior Court of Justice claiming damages for unpaid invoices including interest in the amount of $429,000, in addition to costs and further interest. The Company responded to this statement of claim and also asserted a counterclaim in the proceeding for $200,000 arising from the vendor’s breach of contract and detinue, together with interest and costs. On November 16, 2012, the parties agreed to settle this action and the Company has agreed to pay the plaintiff $125,000, following the spinout of its subsidiary Antigen, from the proceeds of any public or private financing related to Antigen subsequent to such spinout. Each party agreed to execute mutual releases to the claim and counterclaim to be held in trust by each party’s counsel until payment of the settlement amount. Following payment to the plaintiff, the parties agree that a Consent Dismissal Order without costs will be filed with the court. If the Company fails to make the payment following completion of any post-spinout financing related to Antigen or any other subsidiaries, the Plaintiffs may take out a judgment in the amount of the claim plus interest of 3% per annum and costs fixed at $25,000. | |
The Company is involved in certain other legal proceedings in addition to those specifically described herein. Subject to the uncertainty inherent in all litigation, the Company does not believe at the present time that the resolution of any of these legal proceedings is likely to have a material adverse effect on the Company’s consolidated financial position, operations or cash flows. | |
With respect to all litigation, as additional information concerning the estimates used by the Company becomes known, the Company reassesses its position both with respect to accrued liabilities and other potential exposures. |
Commitments
Commitments | 3 Months Ended |
Apr. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments | ' |
Note 7 – Commitments: | |
On December 7, 2009, the Company entered into a long-term agreement with sanofi-aventis Deutschland GmbH (“sanofi”). Under this agreement, sanofi will manufacture and supply recombinant human insulin to the Company in the territories specified in the agreement. Through this agreement, the Company will procure recombinant human insulin crystals for use in the production of Generex Oral-lyn™. The terms of the supply agreement required the Company to make certain minimum purchases of insulin from sanofi through the period ended December 31, 2011. To date, the Company has not met the minimum purchase commitments under this agreement. After December 31, 2011, sanofi may terminate the agreement due to the Company’s failure to meet such purchase commitments. Upon termination, the Company would be obligated to pay sanofi for all materials and components that it has acquired or ordered to manufacture insulin based on the Company’s forecasts or minimum purchase commitments, all related work-in-progress (at cost) and all finished insulin in inventory. To date, the Company has not provided forecasts to sanofi for the purchase of insulin and sanofi has not terminated the agreement. |
Net_IncomeLoss_Per_Share_EPS
Net Income/Loss Per Share (bEPSb) | 3 Months Ended |
Apr. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Net Loss Per Share (bEPSb) | ' |
Note 8 – Net Loss Per Share (“EPS”): | |
Basic EPS and Diluted EPS for the three-month period ended April 30, 2014have been computed by dividing the net loss available to common stockholders for the period by the weighted average shares outstanding during that period. All outstanding stock options, non-vested restricted stock, warrants and common stock underlying convertible preferred stock, representing 357,628,977 incremental shares at April 30, 2014, have been excluded from the respective computations of Diluted EPS as they are anti-dilutive, due to the losses generated during those periods. | |
Basic earnings per share (“EPS”) and Diluted EPS for the three-month period ended April 30, 2013 have been computed by dividing the net income available to common stockholders for the period by the weighted average shares outstanding and the diluted weighted average shares outstanding during that period, respectively. Per the treasury method of calculating Diluted EPS, 204,230,062 shares representing outstanding stock options and warrants which have an exercise price lower than the average market price for the quarter ended April 30, 2013 are included in the calculation of EPS. In addition, 17,699,999 shares underlying the remaining Series D convertible preferred stock at April 30, 2013 were added to the Diluted EPS calculation. All remaining outstanding stock options and warrants which have out-of-the-money exercise prices, representing 43,927,358 incremental shares in aggregate, have been excluded from the April 30, 2013 computation of Diluted EPS, as they are anti-dilutive. | |
Basic EPS and Diluted EPS for the nine-month periods ended April 30, 2014 and 2013 have been computed by dividing the net loss available to common stockholders for the period by the weighted average shares outstanding during that period. All outstanding stock options, non-vested restricted stock, warrants and common stock underlying convertible preferred stock, representing 357,628,977 incremental shares at April 30, 2014 and 277,647,594 incremental shares at April 30, 2013, have been excluded from the respective computations of Diluted EPS as they are anti-dilutive, due to the losses generated during those periods. |
Stockholders_Deficiency
Stockholdersb Deficiency | 3 Months Ended | ||||||||||||||||
Apr. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Stockholdersb Deficiency | ' | ||||||||||||||||
Note 9 – Stockholders’ Deficiency: | |||||||||||||||||
Common Stock | |||||||||||||||||
During the nine months ended April 30, 2014, the Company issued or committed to issue 5,683,333 shares of common stock to various consultants for services rendered in the amount of $230,500. | |||||||||||||||||
During the nine months ended April 30, 2014, the Company issued or committed to issue 4,333,333 shares of common stock valued at $130,000 as employee compensation. The shares were valued at $0.03 per share based on the quoted market price of the Company’s common stock on the dates of the issuances or commitment to issue. | |||||||||||||||||
During the nine months ended April 30, 2014, the Company issued 64,499,998 shares of common stock in conjunction with the conversion of 1,705 shares of the Series E 9% Convertible Preferred Stock and 230 shares of the Series F 9% Convertible Preferred Stock and 18,000,194 shares of common stock as “make-whole” dividend payments on the Series E and F 9% Convertible Preferred Stock. | |||||||||||||||||
During the nine months ended April 30, 2014, the Company issued 76,732,020 shares of common stock upon the exercise of warrants which had an exercise price of $0.03 per share. The Company received cash proceeds of $2,301,961 upon the exercise of these warrants and an additional value of $2,194,496 was transferred from the value of the derivative warrant liability to additional paid in capital upon such warrant exercises. | |||||||||||||||||
Stock option expense of $5,365 related to the amortization of executive and employee options granted in October 2009, was charged to the interim consolidated statements of operations during the nine months ended April 30, 2014, in addition to stock option expense related to options granted to executives, directors and employees in exchange for repayment of deferred salaries in the amount of $257,505. | |||||||||||||||||
During the nine months ended April 30, 2014, the Company received cash proceeds of $526 from exercises of options at $0.001 per share. The Company issued 526,306 shares of common stock as a result of these exercises. | |||||||||||||||||
During the nine months ended April 30, 2014, the Company recognized an increase in equity of $237,566 related to the partial exercise of the additional investment rights related to the Company’s June 2013 convertible preferred stock financing. | |||||||||||||||||
The stockholders’ deficiency transactions for the nine months ended April 30, 2014 as described above are summarized below: | |||||||||||||||||
Additional | Change to | ||||||||||||||||
Common Stock | Paid-In | Stockholders | |||||||||||||||
Shares | Amount | Capital | Equity | ||||||||||||||
Issuance of common stock on conversion of convertible preferred stock | 64,499,998 | $ | 64,500 | $ | (64,500 | ) | $ | 0 | |||||||||
Issuance of common stock as make-whole payments on convertible preferred stock | 18,000,194 | 18,000 | 504,450 | 522,450 | |||||||||||||
Issuance of common stock for services | 5,683,333 | 5,683 | 224,817 | 230,500 | |||||||||||||
Issuance of common stock as employee compensation | 4,333,333 | 4,333 | 125,667 | 130,000 | |||||||||||||
Issuance of common stock for cash warrant exercises | 76,732,020 | 76,731 | 4,419,725 | 4,496,457 | |||||||||||||
Issuance of options in lieu of deferred salary | — | — | 257,505 | 257,505 | |||||||||||||
Exercise of employee stock options | 526,306 | 526 | — | 526 | |||||||||||||
Partial exercise of additional investment rights | — | — | 237,566 | 237,566 | |||||||||||||
Amortization of stock options as employee compensation | — | — | 5,365 | 5,365 | |||||||||||||
Total | 169,775,184 | $ | 169,775 | $ | 5,710,595 | $ | 5,880,369 | ||||||||||
Warrants | |||||||||||||||||
The following is a summary of warrants issued, forfeited or expired and exercised for the nine months ended April 30, 2014: | |||||||||||||||||
Warrants | |||||||||||||||||
Outstanding, August 1, 2013 | 238,229,939 | ||||||||||||||||
Plus: Issued | 95,833,335 | ||||||||||||||||
Less: Exercised | 76,732,022 | ||||||||||||||||
Outstanding, April 30, 2014 | 257,331,254 | ||||||||||||||||
The outstanding warrants at April 30, 2014 have a weighted average exercise price of $0.085 per share and have a weighted average remaining life of 3.6 years. | |||||||||||||||||
As of April 30, 2014, the Company has 64,516,758 warrants with a current exercise price of $0.03 and an expiry date of March 31, 2016, 27,272,720 warrants with a current exercise price of $0.03 and an expiry date of September 30, 2016, 5,675,227 warrants with a current exercise price of $0.03 and an expiry date of February 1, 2017, 4,999,999 warrants with a current exercise price of $0.03 and an expiry date of August 10, 2017, 8,324,144 warrants with a current exercise price of $0.03 and an expiry date of December 12, 2017, 34,166,669 warrants with a current exercise price of $0.03 and an expiry date of June 17, 2018, 25,666,668 warrants with a current exercise price of $0.03 and an expiry date of January 15, 2019 and 69,166,667 warrants with a current exercise price of $0.03 and an expiry date of March 27, 2019 (239,788,852 warrants in total), which have price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Company’s issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the exercise price then in effect. For instance, if the Company issues shares of its common stock or options exercisable for or securities convertible into common stock at an effective price per share of common stock less than the exercise price then in effect, the exercise price will be reduced to the effective price of the new issuance. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. | |||||||||||||||||
The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants described above that were issued in connection with the March 2008 private placement: (a) shares of common stock or standard options to the Company’s directors, officers, employees or consultants pursuant to a board-approved equity compensation program or other contract or arrangement (up to an aggregate amount of 5,608,926, representing 5% of the common stock issued and outstanding immediately prior to March 31, 2008); (b) shares of common stock issued upon the conversion or exercise of any security, right or other instrument convertible or exchangeable into common stock (or securities exchangeable into common stock) issued prior to March 31, 2008; (c) the shares of common stock issued upon exercise of the warrants issued in March 2008; and (d) shares of common stock and warrants in connection with strategic alliances, acquisitions, mergers, and strategic partnerships, the primary purpose of which is not to raise capital, and which are approved in good faith by the Company’s board of directors (up to an aggregate number of 11,217,852, representing 10% of the shares of common stock issued and outstanding immediately prior to March 31, 2008). | |||||||||||||||||
The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants issued on February 2, 2012: (I)(a) shares of common stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) shares of common stock issued to the vendors identified in Securities Purchase Agreement dated January 31, 2012, in the periodic amounts set forth therein, (c) securities upon the exercise or exchange of or conversion of any Securities issued under the Securities Purchase Agreements dated July 8, 2011 and January 31, 2012 and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on February 2, 2012, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. | |||||||||||||||||
The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants issued on August 10, 2012: (I)(a) shares of common stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) shares of common stock issued to the vendors identified in Securities Purchase Agreement dated August 8, 2012, in the periodic amounts set forth therein, (c) securities upon the exercise or exchange of or conversion of any Securities issued under the Securities Purchase Agreements dated July 8, 2011, January 31, 2012 and August 8, 2012 and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on August 8, 2012, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. | |||||||||||||||||
The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants issued on December 10, 2012: (I)(a) shares of common stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) shares of common stock issued to the vendors identified in Securities Purchase Agreement dated December 10, 2012, in the periodic amounts set forth therein, (c) securities upon the exercise or exchange of or conversion of any Securities issued under the Securities Purchase Agreements dated July 8, 2011, January 31, 2012, August 8, 2012 and December 10, 2012 and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on December 10, 2012, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. | |||||||||||||||||
The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants issued on June 17, 2013: (I)(a) shares of common stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) shares of common stock issued to the vendors identified in Securities Purchase Agreement dated June 17, 2013, in the periodic amounts set forth therein, (c) securities upon the exercise or exchange of or conversion of any Securities issued under the Securities Purchase Agreements dated July 8, 2011, January 31, 2012, August 8, 2012, December 10, 2012 and June 17, 2013 and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on June 17, 2013, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. | |||||||||||||||||
The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants issued on January 15, 2014: (I)(a) shares of common stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) shares of common stock issued to the vendors identified in Securities Purchase Agreement dated January 15, 2014, in the periodic amounts set forth therein, (c) securities upon the exercise or exchange of or conversion of any Securities issued under the Securities Purchase Agreements dated January 31, 2012, August 8, 2012, December 10, 2012, June 17, 2013 and January 15, 2014 and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on January 15, 2014, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. | |||||||||||||||||
The Company’s issuance of the following securities will not trigger the price protection provisions of the warrants issued on March 27, 2014: (I)(a) shares of common stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) shares of common stock issued to the vendors identified in Securities Purchase Agreement dated March 27, 2014, in the periodic amounts set forth therein, (c) securities upon the exercise or exchange of or conversion of any Securities issued under the Securities Purchase Agreements dated January 31, 2012, August 8, 2012, December 10, 2012, June 17, 2013, January 15, 2014 and March 27, 2014 and/or other securities exercisable or exchangeable for or convertible into shares of common stock issued and outstanding on March 27, 2014, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. | |||||||||||||||||
The Company accounts for the warrants with price protection provisions in accordance with FASB ASC Topic 815 as described in Note 10 - Derivative Liabilities below. As of April 30, 2014, there were a total of 239,788,852 warrants with an estimated fair value of $5,699,770, which are identified on the interim consolidated balance sheets under the caption “Derivative Warrant Liability”. | |||||||||||||||||
Series A 9% Convertible Preferred Stock | |||||||||||||||||
The Company has authorized 5,500 shares of Series A 9% Convertible Preferred Stock with a stated value of one thousand ($1,000) per share. Pursuant to a securities purchase agreement dated July 8, 2011, the Company sold an aggregate of 2,575 shares of convertible preferred stock, as well as accompanying warrants to purchase 17,166,666 shares of common stocks. An aggregate of 17,166,666 shares of the Company’s common stock were issuable upon conversion of the convertible preferred stock which was issued at the initial closing. As of the end of the Company’s fiscal year 2012, all of the issued Series A 9% Convertible Preferred Stock had been converted to common stock. There were 17,166,666 shares of common stock issued upon the conversion of the Series A convertible preferred stock and 6,129,666 shares of common stock issued as “make-whole payments” on such conversions. | |||||||||||||||||
Series B 9% Convertible Preferred Stock | |||||||||||||||||
The Company has authorized 2,000 shares of Series B 9% Convertible Preferred Stock with a stated value of one thousand ($1,000) per share. Pursuant to a securities purchase agreement dated January 31, 2012, the Company sold an aggregate of 2,000 shares of Series B convertible preferred stock, as well as accompanying warrants to purchase 13,333,333 shares of common stocks. An aggregate of 13,333,333 shares of the Company’s common stock were issuable upon conversion of the Series B convertible preferred stock which was issued at the initial closing. On December 10, 2012, the triggering of the price protection features of the Series B convertible preferred stock resulted in a decrease of the conversion price from $0.08 to $0.03 per share and a corresponding increase in the number of common shares underlying the remaining 792 shares of Series B convertible preferred stock as of December 10, 2012 from 9,897,500 to 26,393,333. As of the end of the Company’s fiscal year 2013, all of the issued Series B 9% Convertible Preferred Stock had been converted to common stock. There were 38,520,832 shares of common stock issued upon the conversion of the Series B convertible preferred stock and 14,819,679 shares of common stock issued as “make-whole payments” on such conversions. | |||||||||||||||||
Series C 9% Convertible Preferred Stock | |||||||||||||||||
The Company has authorized 750 shares of Series C 9% Convertible Preferred Stock with a stated value of one thousand ($1,000) per share. Pursuant to a securities purchase agreement dated August 8, 2012, the Company sold an aggregate of 750 shares of Series C convertible preferred stock, as well as accompanying warrants to purchase 9,375,000 shares of common stocks. An aggregate of 9,375,000 shares of the Company’s common stock were issuable upon conversion of the Series C convertible preferred stock which was issued at the initial closing. On December 10, 2012, the triggering of the price protection features of the Series C convertible preferred stock resulted in a decrease of the conversion price from $0.08 to $0.03 per share and a corresponding increase in the number of common shares underlying the 650 shares of Series C convertible preferred stock as of December 10, 2012 from 8,125,000 to 21,666,666. As of the end of the Company’s fiscal year 2013, all of the issued Series C 9% Convertible Preferred Stock had been converted to common stock. There were 22,916,665 shares of common stock issued upon the conversion of the Series C convertible preferred stock and 6,664,863 shares of common stock issued as “make-whole payments” on such conversions. | |||||||||||||||||
Series D 9% Convertible Preferred Stock | |||||||||||||||||
The Company has authorized 750 shares of Series D 9% Convertible Preferred Stock with a stated value of one thousand ($1,000) per share. Pursuant to a securities purchase agreement dated December 10, 2012, the Company sold an aggregate of 750 shares of Series D convertible preferred stock, as well as accompanying warrants to purchase 24,999,999 shares of common stocks. An aggregate of 24,999,999 shares of the Company’s common stock were issuable upon conversion of the Series D convertible preferred stock which was issued at the initial closing. As of the end of the Company’s fiscal year 2013, all of the Series D convertible preferred stock had been converted to common stock. There were 24,999,999 shares of common stock issued upon the conversion of the Series D convertible preferred stock and 7,825,191 shares of common stock issued as “make-whole payments” on such conversions. | |||||||||||||||||
Series E 9% Convertible Preferred Stock | |||||||||||||||||
The Company has authorized 2,450 shares of Series E 9% Convertible Preferred Stock with a stated value of one thousand ($1,000) per share. Pursuant to a securities purchase agreement dated June 17, 2013, the Company sold an aggregate of 1,225 shares of Series E convertible preferred stock, as well as accompanying warrants to purchase 40,833,335 shares of common stocks. An aggregate of 40,833,335 shares of the Company’s common stock are issuable upon conversion of the Series E convertible preferred stock which was issued at the initial closing on June 17, 2013. Pursuant to a securities purchase agreement dated January 14, 2014, the Company sold an aggregate of 800 shares of Series E convertible preferred stock, as well as accompanying warrants to purchase 26,666,668 shares of common stocks. An aggregate of 26,666,668 shares of the Company’s common stock are issuable upon conversion of the Series E convertible preferred stock which was issued at the closing on January 15, 2014. | |||||||||||||||||
Subject to certain ownership limitations, the convertible preferred stock is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $0.03 per share, and will accrue a 9% dividend until June 17, 2016 and, beginning on June 17, 2016 and on each one year anniversary thereafter, such dividend rate will increase by an additional 3%. The dividend is payable quarterly on September 30, December 31, March 31 and June 30, beginning on June 30, 2013 and on each conversion date in cash, or at the Company’s option, in shares of common stock. In the event that the convertible preferred stock is converted prior to June 17, 2016, the Company will pay the holder of the converted preferred stock an amount equal to $270 per $1,000 of stated value of the convertible preferred stock, less the amount of all prior quarterly dividends paid on such converted preferred stock before the relevant conversion date. Such “make-whole payment” may be made in cash or, at the Company’s option, in shares of its common stock. In addition, beginning June 17, 2016, the Company will pay dividends on shares of preferred stock equal to (on an as-if-converted-to-common-stock basis) and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, and if such dividends are paid. The Company will incur a late fee of 18% per annum on unpaid dividends. | |||||||||||||||||
The conversion price of the convertible preferred stock is subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. The conversion price will also be adjusted if the Company sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then conversion price, except in the event of certain exempt issuances. In addition, the holders of convertible preferred stock will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had converted all of their shares of convertible preferred stock. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations, the holders of convertible preferred stock will be entitled to receive, upon conversion of their shares, any securities or other consideration received by the holders of the Company’s common stock pursuant to the fundamental transaction. | |||||||||||||||||
The Company may become obligated to redeem the convertible preferred stock in cash upon the occurrence of certain triggering events, including the failure to provide an effective registration statement covering shares of common stock issuable upon conversion of the convertible preferred stock, material breach of certain contractual obligations to the holders of the convertible preferred stock, the occurrence of a change in control of the Company, the occurrence of certain insolvency events relating to the Company, or the failure of the Company’s common stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or regulated quotation services. Upon the occurrence of certain triggering events, each holder of convertible preferred stock will have the option to redeem such holder’s shares of convertible preferred stock for a redemption price payable in shares of common stock or receive an increased dividend rate of 18% on all of such holder’s outstanding convertible preferred stock. | |||||||||||||||||
In conjunction with the issuance of the Series E convertible preferred stock in June 2013 and January 2014, the Company also issued 40,833,335 and 26,666,668 warrants, respectively to the investors. Subject to certain ownership limitations, the warrants will be exercisable at any time after their respective dates of issuance and on or before the fifth-year anniversary thereafter at an exercise price of $0.03 per share of common stock. The exercise price of the warrants and, in some cases, the number of shares issuable upon exercise, are subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. The exercise price and number of shares of common stock issuable upon exercise will also be adjusted if the Company sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then exercise price, except in the event of certain exempt issuances. In addition, the warrant holders will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had exercised all of their warrants. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations, the warrant holders will be entitled to receive, upon exercise of their warrants, any securities or other consideration received by the holders of the Company’s common stock pursuant to the fundamental transaction. These warrants have been classified as derivative liabilities and are described further in Note 10 – Derivative Liabilities. | |||||||||||||||||
In addition, until the first anniversary date of the initial securities purchase agreement, each investor may, in its sole determination, elect to purchase, severally and not jointly with the other investors, in one or more purchases, in the ratio of such investor's original subscription amount to the original aggregate subscription amount of all investors, additional units consisting of convertible preferred stock and warrants at a purchase price of $1,000 per unit with an aggregate subscription amount thereof of up to $1,225,000, which units will have terms identical to the units of convertible preferred stock and warrants issued in connection with the June 2013 closing. These additional investment rights of the investors have been classified as derivative liabilities and are described further in Note 10 – Derivative Liabilities. On January 15, 2014, certain investors exercised 800 of the 1,225 shares of convertible preferred stock and related warrants available under the additional investment rights. Certain investors will continue to have rights to purchase up to 425 shares of convertible preferred stock and related warrants until June 17, 2014. | |||||||||||||||||
As of April 30, 2014, 2,000 of the Series E convertible preferred stock had been converted to common stock. There were 66,666,666 shares of common stock issued upon the conversion of the Series E convertible preferred stock and 18,585,193 shares of common stock issued as “make-whole payments” on such conversions. | |||||||||||||||||
Accounting for proceeds from the Series E convertible preferred stock financing | |||||||||||||||||
The net cash proceeds from the initial Series E convertible preferred stock financing in June 2013 were $1,165,000. The proceeds from the financing were allocated first to the warrants that were issued in the financing, second to the additional investment rights associated with the financing and third to the make whole payments. As the assigned fair values were greater than the net cash proceeds from the transaction, the excess was treated as a “deemed dividend” for accounting purposes and was reported on the Company’s consolidated statement of operations for the year ended July 31, 2013 under the caption “Preferred Stock Dividend”. The calculation methodologies for the fair values of the derivative warrant liability and the derivative additional investment rights liability are described in Note 10 – Derivative Liabilities below. The fair values assigned to each component and the calculation of the amount of the deemed dividend are as follows: | |||||||||||||||||
Accounting allocation of initial proceeds | |||||||||||||||||
Net proceeds | $ | 1,165,000 | |||||||||||||||
Derivative warrant liability fair value | (1,189,744 | ) | |||||||||||||||
Derivative additional investment rights fair value | (1,264,683 | ) | |||||||||||||||
Make whole payments liability | (330,750 | ) | |||||||||||||||
Deemed dividend | $ | (1,620,177 | ) | ||||||||||||||
The initial “make-whole payments” of $330,750 on the Series E convertible preferred stock were accrued as of the date of the financing and the remaining balance of $6,750 (after conversions) is included in Accounts Payable and Accrued Expenses (see Note 5) at April 30, 2014. | |||||||||||||||||
The net cash proceeds from the Series E convertible preferred stock financing in January 2014 were $750,000. The proceeds from the financing were allocated first to the warrants that were issued in the financing and second to the make whole payments. As the assigned fair values were greater than the net cash proceeds from the transaction, the excess was treated as a “deemed dividend” for accounting purposes and was reported on the Company’s consolidated statement of operations for the quarter ended January 31, 2014 under the caption “Preferred Stock Dividend”. The calculation methodologies for the fair values of the derivative warrant liability and the derivative additional investment rights liability are described in Note 10 – Derivative Liabilities below. The fair values assigned to each component and the calculation of the amount of the deemed dividend are as follows: | |||||||||||||||||
Accounting allocation of initial proceeds | |||||||||||||||||
Net proceeds | $ | 750,000 | |||||||||||||||
Derivative warrant liability fair value | (942,279 | ) | |||||||||||||||
Make whole payments liability | (216,000 | ) | |||||||||||||||
Deemed dividend | $ | (408,279 | ) | ||||||||||||||
The initial “make-whole payments” of $216,000 on the Series E convertible preferred stock were accrued as of the date of the financing. | |||||||||||||||||
Series F 9% Convertible Preferred Stock | |||||||||||||||||
The Company has authorized 4,150 shares of Series F 9% Convertible Preferred Stock with a stated value of one thousand ($1,000) per share. Pursuant to a securities purchase agreement dated March 27, 2014, the Company sold an aggregate of 2,075 shares of Series F convertible preferred stock, as well as accompanying warrants to purchase 69,166,667 shares of common stocks. An aggregate of 69,166,667 shares of the Company’s common stock are issuable upon conversion of the Series F convertible preferred stock which was issued at the closing on March 27, 2014. | |||||||||||||||||
Subject to certain ownership limitations, the convertible preferred stock is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $0.03 per share, and will accrue a 9% dividend until March 27, 2017 and, beginning on March 27, 2017 and on each one year anniversary thereafter, such dividend rate will increase by an additional 3%. The dividend is payable quarterly on September 30, December 31, March 31 and June 30, beginning on June 30, 2014 and on each conversion date in cash, or at the Company’s option, in shares of common stock. In the event that the convertible preferred stock is converted prior to March 27, 2017, the Company will pay the holder of the converted preferred stock an amount equal to $270 per $1,000 of stated value of the convertible preferred stock, less the amount of all prior quarterly dividends paid on such converted preferred stock before the relevant conversion date. Such “make-whole payment” may be made in cash or, at the Company’s option, in shares of its common stock. In addition, beginning March 27, 2017, the Company will pay dividends on shares of preferred stock equal to (on an as-if-converted-to-common-stock basis) and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, and if such dividends are paid. The Company will incur a late fee of 18% per annum on unpaid dividends. | |||||||||||||||||
The conversion price of the convertible preferred stock is subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. The conversion price will also be adjusted if the Company sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then conversion price, except in the event of certain exempt issuances. In addition, the holders of convertible preferred stock will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had converted all of their shares of convertible preferred stock. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations, the holders of convertible preferred stock will be entitled to receive, upon conversion of their shares, any securities or other consideration received by the holders of the Company’s common stock pursuant to the fundamental transaction. | |||||||||||||||||
The Company may become obligated to redeem the convertible preferred stock in cash upon the occurrence of certain triggering events, including the failure to provide an effective registration statement covering shares of common stock issuable upon conversion of the convertible preferred stock, material breach of certain contractual obligations to the holders of the convertible preferred stock, the occurrence of a change in control of the Company, the occurrence of certain insolvency events relating to the Company, or the failure of the Company’s common stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or regulated quotation services. Upon the occurrence of certain triggering events, each holder of convertible preferred stock will have the option to redeem such holder’s shares of convertible preferred stock for a redemption price payable in shares of common stock or receive an increased dividend rate of 18% on all of such holder’s outstanding convertible preferred stock. | |||||||||||||||||
In conjunction with the issuance of the Series F convertible preferred stock in June 2014, the Company also issued 69,166,667 warrants to the investors. Subject to certain ownership limitations, the warrants will be exercisable at any time after their respective dates of issuance and on or before the fifth-year anniversary thereafter at an exercise price of $0.03 per share of common stock. The exercise price of the warrants and, in some cases, the number of shares issuable upon exercise, are subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. The exercise price and number of shares of common stock issuable upon exercise will also be adjusted if the Company sells or grants any shares of common stock or securities convertible into, or rights to acquire, common stock at an effective price per share that is lower than the then exercise price, except in the event of certain exempt issuances. In addition, the warrant holders will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Company pro rata to the holders of its common stock to the same extent as if such holders had exercised all of their warrants. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations, the warrant holders will be entitled to receive, upon exercise of their warrants, any securities or other consideration received by the holders of the Company’s common stock pursuant to the fundamental transaction. These warrants have been classified as derivative liabilities and are described further in Note 10 – Derivative Liabilities. | |||||||||||||||||
In addition, until the first anniversary date of the securities purchase agreement, each investor may, in its sole determination, elect to purchase, severally and not jointly with the other investors, in one or more purchases, in the ratio of such investor's original subscription amount to the original aggregate subscription amount of all investors, additional units consisting of convertible preferred stock and warrants at a purchase price of $1,000 per unit with an aggregate subscription amount thereof of up to $2,075,000, which units will have terms identical to the units of convertible preferred stock and warrants issued in connection with the March 2014 closing. These additional investment rights of the investors have been classified as derivative liabilities and are described further in Note 10 – Derivative Liabilities. | |||||||||||||||||
As of April 30, 2014, 230 of the Series F convertible preferred stock had been converted to common stock. There were 7,666,666 shares of common stock issued upon the conversion of the Series F convertible preferred stock and 2,070,000 shares of common stock issued as “make-whole payments” on such conversions. | |||||||||||||||||
Accounting for proceeds from the Series F convertible preferred stock financing | |||||||||||||||||
The net cash proceeds from the Series F convertible preferred stock financing in March 2014 were $2,020,000. The proceeds from the financing were allocated first to the warrants that were issued in the financing, second to the additional investment rights associated with the financing and third to the make whole payments. As the assigned fair values were greater than the net cash proceeds from the transaction, the excess was treated as a “deemed dividend” for accounting purposes and was reported on the Company’s consolidated statement of operations for the quarter ended April 30, 2014 under the caption “Preferred Stock Dividend”. The calculation methodologies for the fair values of the derivative warrant liability and the derivative additional investment rights liability are described in Note 10 – Derivative Liabilities below. The fair values assigned to each component and the calculation of the amount of the deemed dividend are as follows: | |||||||||||||||||
Accounting allocation of initial proceeds | |||||||||||||||||
Net proceeds | $ | 2,020,000 | |||||||||||||||
Derivative warrant liability fair value | (2,016,064 | ) | |||||||||||||||
Derivative additional investment rights fair value | (863,735 | ) | |||||||||||||||
Make whole payments liability | (560,250 | ) | |||||||||||||||
Deemed dividend | $ | (1,420,050 | ) | ||||||||||||||
The initial “make-whole payments” of $560,250 on the Series F convertible preferred stock were accrued as of the date of the financing and the remaining balance of $498,150 (after conversions) is included in Accounts Payable and Accrued Expenses (see Note 5) at April 30, 2014. |
Derivative_Liabilities
Derivative Liabilities | 3 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Derivative Liabilities | ' | ||||||||
Note 10 – Derivative Liabilities: | |||||||||
Derivative warrant liability | |||||||||
The Company has warrants outstanding with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the exercise price of the warrants. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. | |||||||||
Accounting for Derivative Warrant Liability | |||||||||
The Company’s derivative instruments have been measured at fair value at April 30, 2014 and July 31, 2013 using the binomial lattice model. The Company recognizes all of its warrants with price protection in its consolidated balance sheets as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s consolidated cash flows. | |||||||||
The derivative warrants outstanding at April 30, 2014 are all currently exercisable with a weighted-average remaining life of 3.6 years. | |||||||||
The revaluation of the warrants at the end of the respective reporting periods resulted in the recognition of a gain of $298,370 within the Company’s consolidated statements of operations for the nine months ended April 30, 2014 and a loss of $1,092,504 within the Company’s consolidated statements of operations for the nine months ended April 30, 2013, which is included in the consolidated statement of operations under the caption “Change in fair value of derivative liabilities”. The fair value of the warrants at April 30, 2014 and July 31, 2013 was $5,699,770 and $5,234,293, respectively, which is reported on the consolidated balance sheets under the caption “Derivative Warrant Liability”. The following summarizes the changes in the value of the derivative warrant liability from August 1, 2012 until April 30, 2014: | |||||||||
Value | No. of Warrants | ||||||||
Balance at August 1, 2012 – Derivative warrant liability | $ 4,081,627 | 55,148,530 | |||||||
Additional warrants issued in August 2012 financing | 624,797 | 9,375,000 | |||||||
Additional warrants issued in December 2012 financing | 762,355 | 24,999,999 | |||||||
Additional warrants issued in June 2013 financing | 1,189,744 | 40,833,335 | |||||||
Additional warrants from price protection features of existing warrants | 7,484,550 | 236,219,094 | |||||||
Exercise of warrants | -5,629,130 | -145,888,421 | |||||||
Decrease in fair value of derivative warrant liability | -3,279,650 | n/a | |||||||
Balance at July 31, 2013 – Derivative warrant liability | $ 5,234,293 | 220,687,537 | |||||||
Exercise of warrants | -2,194,496 | -76,732,020 | |||||||
Additional warrants issued in January 2014 financing | 942,279 | 26,666,668 | |||||||
Additional warrants issued in March 2014 financing | 2,016,064 | 69,166,667 | |||||||
Decrease in fair value of derivative warrant liability | (298,370) | n/a | |||||||
Balance at April 30, 2014 – Derivative warrant liability | $ 5,699,770 | 239,788,852 | |||||||
Fair Value Assumptions Used in Accounting for Derivative Warrant Liability | |||||||||
The Company has determined its derivative warrant liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of April 30, 2014 and July 31, 2013. The binomial lattice model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Because the warrants contain the price protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The key inputs used in the April 30, 2014 and July 31, 2013 fair value calculations were as follows: | |||||||||
30-Apr-14 | 31-Jul-13 | ||||||||
Current exercise price | $ | 0.03 | $ | 0.03 | |||||
Time to expiration | 3.6 years | 3.5 years | |||||||
Risk-free interest rate | 0.91 | % | 0.49 | % | |||||
Estimated volatility | 82 | % | 85 | % | |||||
Dividend | -0- | -0- | |||||||
Stock price at period end date | $ | 0.035 | $ | 0.035 | |||||
Fair Value Assumptions Used in Accounting for Derivative Additional Investment Rights Liability | |||||||||
The Company has determined the derivative additional investment rights liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to measure the fair value. The fair value of the derivative liability associated with the additional investment rights was determined to be $819,882 and $1,256,160 at April 30, 2014 and July 31, 2013, respectively. There were no additional investment rights at April 30, 2013. | |||||||||
The key inputs used in the fair value calculation at April 30, 2014 and July 31, 2013 were as follows: | |||||||||
30-Apr-14 | 31-Jul-13 | ||||||||
Underlying number of units of convertible preferred stock | 2,500 | 1,225 | |||||||
Underlying number of units of warrants | 83,333,334 | 40,833,335 | |||||||
Current exercise price of warrants | $ | 0.03 | $ | 0.03 | |||||
Current conversion price of preferred stock | $ | 0.03 | $ | 0.03 | |||||
Time to expiration | 0.78 years | 0.88 years | |||||||
Risk-free interest rate | 0.1 | % | 0.11 | % | |||||
Estimated volatility | 52 | % | 114 | % | |||||
Dividend | -0- | -0- | |||||||
Stock price at period end date | $ | 0.035 | $ | 0.035 | |||||
The partial exercise of the additional investment rights in the quarter ended January 31, 2014, resulted in a transfer from the derivative liability to additional paid in capital of $237,566, which was the estimated fair value of the additional investment rights exercised as of the date of exercise on January 15, 2014. The revaluation of the additional investment rights in the nine-month period ended April 30, 2014, resulted in the recognition of a gain of $1,062,448 within the Company’s consolidated statements of operations, which is included in the total under the caption “Change in fair value of derivative liabilities”. |
Income_from_Assets_Held_for_In
Income from Assets Held for Investment, net | 3 Months Ended |
Apr. 30, 2014 | |
Notes to Financial Statements | ' |
Income from Assets Held for Investment, net | ' |
Note 11 – Income from Assets Held for Investment, net: | |
In August 2013, the Company sold a property which was held for investment for gross proceeds after real estate commissions of $883,780. This property had a net book value of $694,911, resulting in an accounting gain of $188,869 which is included in income from assets held for investment, net on the interim consolidated statement of operations. The property was secured by a mortgage which was discharged upon the sale, as described in the last paragraph of this note below. After the discharge of the mortgage ($606,806), as well as legal fees, interest, penalties and other costs ($73,628 in aggregate) the sale resulted in net cash proceeds to the Company of $203,346. | |
In March 2013, the Company sold a property which was held for investment for gross proceeds after real estate commissions of $256,835. This property had a net book value of $169,566, resulting in an accounting gain of $87,682 which is included in income from assets held for investment, net on the consolidated statement of operations. The property was secured by a mortgage which was partially discharged upon the sale, as described in the last paragraph of this note below. After the partial discharge of the mortgage ($216,810), as well as legal fees, interest, penalties and other costs ($13,000 in aggregate) the sale resulted in net cash proceeds to the Company of $27,025. | |
In September 2012, the Company sold its head office real estate in Toronto for gross proceeds after real estate commissions of $1,579,189. This property had a net book value of $585,064, resulting in an accounting gain of $994,125 which is included in income from assets held for investment, net on the interim consolidated statement of operations. The net proceeds after commissions and other expenses were used to discharge or partially discharge the first and second mortgages on the property. The first mortgage on the property, with remaining principal of $480,951, was discharged completely upon sale. The remaining net proceeds of $1,028,780 after expenses and the discharge of the first mortgages was used to partially discharge the second mortgage and the Company did not receive any of the net proceeds from this property sale. | |
The remaining income of $4,738 in this category in the nine months ended April 30, 2014, pertains to rental income from properties held for investment, net of carrying and operating expenses, compared to $128,760 in the prior year period. | |
Prior to the August 2013 property sale, the properties held for investment had an interest only first mortgage which closed on November 30, 2012 with a principal amount $606,806, an interest rate of 9.75% compounded semi-annually and a maturity date of November 30, 2013. Upon the sale of the property, the mortgage was discharged. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 12 – Subsequent Events: | |
The Company has evaluated subsequent events occurring after the balance sheet date through the date the interim consolidated financial statements were issued and determined that there are no events requiring financial statement disclosure. |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Apr. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Summary of common stock options granted, forfeited or expired and exercised | ' | ||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Exercise | Aggregate | ||||||||||||
Price | Intrinsic | ||||||||||||
Options | per Share | Value | |||||||||||
Outstanding, August 1, 2013 | 29,701,197 | $ | 0.08 | ||||||||||
Add: Granted | 8,879,499 | 0.001 | |||||||||||
Less: Forfeited or expired | 90,000 | 0.529 | |||||||||||
Less: Exercised | 526,306 | 0.001 | 21,052 | ||||||||||
Outstanding, April 30, 2014 | 37,964,390 | $ | $ 0.061 | $ | 1,115,179 | ||||||||
Exercisable, April 30, 2014 | 37,964,390 | $ | $0.06 | $ | 1,115,179 | ||||||||
Summary of non-vested common stock options granted, vested and forfeited | ' | ||||||||||||
Weighted Average | |||||||||||||
Grant Date | |||||||||||||
Options | Fair Value | ||||||||||||
Outstanding, August 1, 2013 | 60,000 | $ | 0.46 | ||||||||||
Granted | 8,879,499 | 0.029 | |||||||||||
Vested | (8,939,499 | ) | 0.031 | ||||||||||
Forfeited | 0 | n/a | |||||||||||
Outstanding, April 30, 2014 | 0 | $ | n/a |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts payable and accrued expenses | ' | ||||||||
30-Apr-14 | 31-Jul-13 | ||||||||
Accounts Payable and Accruals – General and Administrative | $ | 3,200,070 | $ | 3,447,618 | |||||
Accounts Payable and Accruals – Research and Development | 3,890,361 | 3,557,184 | |||||||
Accounts Payable and Accruals – Selling and Marketing | 327,012 | 328,629 | |||||||
Accrued Make-whole Payments on Convertible Preferred Stock (see Note 9) | 504,900 | 251,100 | |||||||
Executive Compensation and Directors’ Fees Payable | 183,013 | 76,703 | |||||||
Total | $ | 8,105,356 | $ | 7,661,234 |
Stockholders_Deficiency_Tables
Stockholdersb Deficiency (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Apr. 30, 2014 | Jan. 31, 2014 | Jul. 31, 2013 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ' | ' | ||||||||||||||||||||||||
Stockholdersb deficiency transactions | ' | ' | ' | ||||||||||||||||||||||||
Additional | Change to | ||||||||||||||||||||||||||
Common Stock | Paid-In | Stockholders | |||||||||||||||||||||||||
Shares | Amount | Capital | Equity | ||||||||||||||||||||||||
Issuance of common stock on conversion of convertible preferred stock | 64,499,998 | $ | 64,500 | $ | (64,500 | ) | $ | 0 | |||||||||||||||||||
Issuance of common stock as make-whole payments on convertible preferred stock | 18,000,194 | 18,000 | 504,450 | 522,450 | |||||||||||||||||||||||
Issuance of common stock for services | 5,683,333 | 5,683 | 224,817 | 230,500 | |||||||||||||||||||||||
Issuance of common stock as employee compensation | 4,333,333 | 4,333 | 125,667 | 130,000 | |||||||||||||||||||||||
Issuance of common stock for cash warrant exercises | 76,732,020 | 76,731 | 4,419,725 | 4,496,457 | |||||||||||||||||||||||
Issuance of options in lieu of deferred salary | — | — | 257,505 | 257,505 | |||||||||||||||||||||||
Exercise of employee stock options | 526,306 | 526 | — | 526 | |||||||||||||||||||||||
Partial exercise of additional investment rights | — | — | 237,566 | 237,566 | |||||||||||||||||||||||
Amortization of stock options as employee compensation | — | — | 5,365 | 5,365 | |||||||||||||||||||||||
Total | 169,775,184 | $ | 169,775 | $ | 5,710,595 | $ | 5,880,369 | ||||||||||||||||||||
Summary of warrants issued, forfeited or expired and exercised | ' | ' | ' | ||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||
Outstanding, August 1, 2013 | 238,229,939 | ||||||||||||||||||||||||||
Plus: Issued | 95,833,335 | ||||||||||||||||||||||||||
Less: Exercised | 76,732,022 | ||||||||||||||||||||||||||
Outstanding, April 30, 2014 | 257,331,254 | ||||||||||||||||||||||||||
Accounting allocation of initial proceeds | ' | ' | ' | ||||||||||||||||||||||||
Accounting allocation of initial proceeds | Accounting allocation of initial proceeds | Accounting allocation of initial proceeds | |||||||||||||||||||||||||
Net proceeds | $ | 2,020,000 | Net proceeds | $ | 750,000 | Net proceeds | $ | 1,165,000 | |||||||||||||||||||
Derivative warrant liability fair value | (2,016,064 | ) | Derivative warrant liability fair value | (942,279 | ) | Derivative warrant liability fair value | (1,189,744 | ) | |||||||||||||||||||
Derivative additional investment rights fair value | (863,735 | ) | Make whole payments liability | (216,000 | ) | Derivative additional investment rights fair value | (1,264,683 | ) | |||||||||||||||||||
Make whole payments liability | (560,250 | ) | Deemed dividend | $ | (408,279 | ) | Make whole payments liability | (330,750 | ) | ||||||||||||||||||
Deemed dividend | $ | (1,420,050 | ) | Deemed dividend | $ | (1,620,177 | ) |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 3 Months Ended | ||||||||
Apr. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Derivative warrant liability | ' | ||||||||
Value | No. of Warrants | ||||||||
Balance at August 1, 2012 – Derivative warrant liability | $ 4,081,627 | 55,148,530 | |||||||
Additional warrants issued in August 2012 financing | 624,797 | 9,375,000 | |||||||
Additional warrants issued in December 2012 financing | 762,355 | 24,999,999 | |||||||
Additional warrants issued in June 2013 financing | 1,189,744 | 40,833,335 | |||||||
Additional warrants from price protection features of existing warrants | 7,484,550 | 236,219,094 | |||||||
Exercise of warrants | -5,629,130 | -145,888,421 | |||||||
Decrease in fair value of derivative warrant liability | -3,279,650 | n/a | |||||||
Balance at July 31, 2013 – Derivative warrant liability | $ 5,234,293 | 220,687,537 | |||||||
Exercise of warrants | -2,194,496 | -76,732,020 | |||||||
Additional warrants issued in January 2014 financing | 942,279 | 26,666,668 | |||||||
Additional warrants issued in March 2014 financing | 2,016,064 | 69,166,667 | |||||||
Decrease in fair value of derivative warrant liability | (298,370) | n/a | |||||||
Balance at April 30, 2014 – Derivative warrant liability | $ 5,699,770 | 239,788,852 | |||||||
Fair value assumptions, derivative warrant liability | ' | ||||||||
30-Apr-14 | 31-Jul-13 | ||||||||
Current exercise price | $ | 0.03 | $ | 0.03 | |||||
Time to expiration | 3.6 years | 3.5 years | |||||||
Risk-free interest rate | 0.91 | % | 0.49 | % | |||||
Estimated volatility | 82 | % | 85 | % | |||||
Dividend | -0- | -0- | |||||||
Stock price at period end date | $ | 0.035 | $ | 0.035 | |||||
Fair value assumptions, derivative additional investment rights liability | ' | ||||||||
30-Apr-14 | 31-Jul-13 | ||||||||
Underlying number of units of convertible preferred stock | 2,500 | 1,225 | |||||||
Underlying number of units of warrants | 83,333,334 | 40,833,335 | |||||||
Current exercise price of warrants | $ | 0.03 | $ | 0.03 | |||||
Current conversion price of preferred stock | $ | 0.03 | $ | 0.03 | |||||
Time to expiration | 0.78 years | 0.88 years | |||||||
Risk-free interest rate | 0.1 | % | 0.11 | % | |||||
Estimated volatility | 52 | % | 114 | % | |||||
Dividend | -0- | -0- | |||||||
Stock price at period end date | $ | 0.035 | $ | 0.035 |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) (USD $) | 3 Months Ended |
Apr. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Recognized upfront license fees | $600,000 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 219 Months Ended |
Apr. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Accumulated deficit since inception | $372,000,000 |
Working capital deficiency | $4,100,000 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of common stock, and non-vested common stock, options granted, forfeited or expired and exercised (Details) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Aug. 01, 2013 | |
Options Exercisable | 37,964,390 | ' |
Options | ' | ' |
Options Outstanding | ' | $29,701,197 |
Options Granted | 8,879,499 | ' |
Options Forfeited or expired | 90,000 | ' |
Options Exercised | 526,306 | ' |
Options Outstanding | 37,964,390 | ' |
Weighted Average Exercise Price per Share | ' | ' |
Options Forfeited or expired | 0.827 | ' |
Options Exercised | 0.001 | ' |
Weighted Average Exercise Price per Share | ' | $0.08 |
Weighted Average Exercise Price per Share, Granted | 0.001 | ' |
Weighted Average Exercise Price per Share, Forfeited or expired | 0.529 | ' |
Weighted Average Exercise Price per Share, Exercised | 0.001 | ' |
Weighted Average Exercise Price per Share, Outstanding | 0.061 | ' |
Weighted Average Exercise Price per Share, Exercisable | ' | $0.06 |
Aggregate Intrinsic Value | ' | ' |
Options Exercised | 21,052 | ' |
Options Outstanding | 1,115,179 | ' |
Options Exercisable | 1,115,179 | ' |
Non-vested Options | ' | ' |
Options Outstanding | ' | $60,000 |
Options Granted | 8,879,499 | ' |
Options Vested | -8,939,499 | ' |
Options Forfeited or expired | 0 | ' |
Options Outstanding | 0 | ' |
Non-vested Weighted Average Grant Date Fair Value | ' | ' |
Options Granted | 0.029 | ' |
Options Vested | 0.031 | ' |
Weighted Average Exercise Price per Share | ' | $0.46 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) | 3 Months Ended |
Apr. 30, 2014 | |
Options | ' |
Common stock reserved for future awards | 37,964,390 |
Outstanding options, weighted average remaining contractual term | '3 years 8 months 12 days |
Stock Option Plan 2001 | ' |
Common stock reserved for future issuance | 12,000,000 |
Common stock reserved for future awards | 1,353,916 |
Stock Option Plan 2006 | ' |
Common stock reserved for future issuance | 60,000,000 |
Common stock reserved for future awards | 6,300,576 |
Comprehensive_Income_and_Loss_
Comprehensive Income and Loss (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Equity [Abstract] | ' | ' | ' | ' |
Comprehensive income/loss | $266,310 | $1,296,841 | $2,375,640 | $5,012,734 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Accounts payable and accrued expenses (Details) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Accounts Payable & Accruals -General and Administrative | $3,200,070 | $3,447,618 |
Accounts Payable & Accruals - Research and Development | 3,890,361 | 3,557,184 |
Accounts Payable & Accruals - Selling and Marketing | 327,012 | 328,629 |
Accrued Make Whole Payments on Convertible Preferred Stock (see Note 9) | 504,900 | 251,100 |
Executive Compensation and Directors' Fees Payable | 183,013 | 76,703 |
Total | $8,105,356 | $7,661,234 |
Pending_Litigation_Details_Nar
Pending Litigation (Details Narrative) (USD $) | Jul. 20, 2001 | Jul. 31, 2011 | 20-May-11 | Jul. 31, 2011 | Jul. 31, 2011 | Jul. 31, 2012 | Nov. 16, 2012 | Jul. 31, 2012 |
Termination Of Employee | Termination Of Employee | Breach of contract and detinue | Punitive Damages | Sale Of Estate | Damages for Unpaid Invoices | Damages for Unpaid Invoices | ||
Shares of CBI owned by former business associate | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Shares of CBI owned by Company | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Value of damages sought | ' | $7,000,000 | ' | $550,000 | $50,000 | $1,730,000 | ' | $429,000 |
Counterclaim proceeding | ' | ' | 2,300,000 | 200,000 | ' | ' | ' | ' |
Lawsuit filing date | ' | '20-May-11 | ' | '1-Jun-11 | ' | '31-Aug-11 | ' | '31-Dec-11 |
Name of Plaintiff | ' | 'Ms. Perri | ' | 'Golden Bull Estates | ' | 'Antonio Perri | ' | 'Vendor |
Settlement of litigation | ' | ' | ' | ' | ' | ' | 125,000 | ' |
Interest per annum, failure to pay settlement | ' | ' | ' | ' | ' | ' | ' | 3.00% |
Fixed cost per annum, failure to pay settlement | ' | ' | ' | ' | ' | ' | ' | $25,000 |
Net_Loss_Per_Share_EPS_Details
Net Loss Per Share (bEPSb) (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Anti-dilutive incremental shares, excluded from Diluted EPS | 357,628,977 | 204,230,062 | 270,883,228 | 259,678,976 | 270,883,228 |
Remaining series D convertible preferred stock | 17,699,999 | ' | ' | 17,699,999 | ' |
Aggregate outstanding stock options and warrants excluded from EPS | 43,927,358 | ' | ' | ' | ' |
Incremental shares excluded from Diluted EPS | 357,628,977 | 277,647,594 | ' | ' | ' |
Stockholders_Deficiency_Stockh
Stockholdersb Deficiency - Stockholdersb deficiency transactions (Details) (USD $) | 9 Months Ended | 219 Months Ended | 3 Months Ended | |||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | |
Common Stock | Additional Paid-In Capital | Change to Stockholders Equity | ||||
Issuance of common stock on conversion of convertible preferred stock, Shares | ' | ' | ' | 64,499,998 | ' | ' |
Issuance of common stock on conversion of convertible preferred stock, Amount | ' | ' | ' | $64,500 | ($64,500) | ' |
Issuance of common stock as make-whole payments on convertible preferred stock, Shares | ' | ' | ' | 18,000,194 | ' | ' |
Issuance of common stock as make-whole payments on convertible preferred stock, Amount | ' | ' | ' | 18,000 | 504,450 | 522,450 |
Issuance of common stock for services, Shares | ' | ' | ' | 5,683,333 | ' | ' |
Issuance of common stock for services, Amount | 360,500 | 223,692 | 15,260,200 | 5,683 | 224,817 | 230,500 |
Issuance of common stock as employee compensation, Shares | ' | ' | ' | 4,333,333 | ' | ' |
Issuance of common stock as employee compensation, Amount | ' | ' | ' | 4,333 | 125,667 | 130,000 |
Issuance of common stock for cash warrant exercises, Shares | ' | ' | ' | 76,732,020 | ' | ' |
Issuance of common stock for cash warrant exercises, Amount | ' | ' | ' | 76,731 | 4,419,725 | 4,496,457 |
Issuance of options in lieu of deferred salary | ' | ' | ' | ' | 257,505 | 257,505 |
Exercise of employee stock options, Shares | ' | ' | ' | 526,306 | ' | 526 |
Exercise of employee stock options, Amount | ' | ' | ' | 526 | ' | ' |
Exercise of employee stock options | ' | ' | ' | ' | 237,566 | 237,566 |
Amortization of stock options as employee compensation | ' | ' | ' | ' | 5,365 | 5,365 |
Total, Shares | ' | ' | ' | 169,775,184 | ' | ' |
Total, Amount | ' | ' | ' | $169,775 | $5,710,595 | $5,880,369 |
Stockholders_Deficiency_Summar
Stockholdersb Deficiency - Summary of warrants issued, forfeited or expired and exercised (Details) (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2014 | |
Equity [Abstract] | ' | ' |
Beginning balance, Outstanding | ' | 238,229,939 |
Plus: Issued | $95,833,335 | ' |
Less: Exercised | 76,732,020 | ' |
Ending balance, Outstanding | 257,331,254 | ' |
Stockholders_Deficiency_Accoun
Stockholdersb Deficiency - Accounting allocation of initial proceeds (Details) (USD $) | 3 Months Ended | 9 Months Ended | 219 Months Ended | |||
Apr. 30, 2014 | Jan. 31, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' |
Net proceeds | $2,020,000 | $750,000 | $1,165,000 | $2,770,000 | $1,450,000 | $21,690,000 |
Derivative warrant liability fair value | -2,016,064 | -942,279 | -1,189,744 | ' | ' | ' |
Derivative additional investment rights fair value | -863,735 | ' | -1,264,683 | ' | ' | ' |
Make whole payments liability | -560,250 | -216,000 | -330,750 | ' | ' | ' |
Deemed dividend | ($1,420,050) | ($408,279) | ($1,620,177) | ' | ' | ' |
Stockholders_DeficiencyEquity_
Stockholders' (Deficiency)/Equity (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 219 Months Ended | 3 Months Ended | |||||||||||||||||||
Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | Jun. 17, 2014 | Jan. 15, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | |
Various Consultants | Employee Compensation | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series F Convertible Preferred Stock | Make-Whole Dividend Payments | Upon Exercise Of Warrants | Upon Exercise Of Options | Executives, Directors, Employees | Warrant Expiration Date 31 March 2016 | Warrant Expiration Date 30 September 2016 | Warrant Expiration Date 1 February 2017 | Warrant Expiration Date 10 August 2017 | Warrant Expiration Date 12 December 2017 | Warrant Expiration Date 17 June 2018 | Total Warrants | Board Approved Equity Program | Approved In Good Faith | ||||||
Common stock issued, or committed to issue, Shares | ' | ' | ' | ' | ' | 5,683,333 | 4,333,333 | 64,499,998 | ' | ' | 18,000,194 | 76,732,020 | 526,306 | ' | ' | ' | ' | ' | ' | ' | ' | 5,608,926 | 11,217,852 |
Common stock issued, or committed to issue, Amount | $750,103 | $750,103 | ' | $750,103 | $580,329 | $230,500 | $130,000 | ' | $26,666,668 | ' | ' | $2,301,961 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, value per share | $0.00 | $0.00 | ' | $0.00 | $0.00 | $0.03 | $0.03 | ' | ' | ' | ' | $0.03 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, value per share (Maximum) | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of shares of Series E, Convertible Preferred Stock | ' | ' | ' | ' | ' | ' | ' | 1,705 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of shares of Series F, Convertible Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional value or warrant exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,194,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Charge to operations, stock option expense | ' | ' | ' | 4,011,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,365 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of deferred salaries | 257,505 | 257,505 | ' | 257,505 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants, weighted average exercise price | $0.09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants, weighted average remaining life (in years) | '3 years 15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares to be purchased | 238,229,939 | 238,229,939 | ' | 238,229,939 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,516,758 | 27,272,720 | 5,675,227 | 4,999,999 | 8,324,144 | 34,166,669 | 26,666,668 | ' | ' |
Number of shares to be purchased, exercise price | $0.03 | $0.03 | ' | $0.03 | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | $0.03 | ' | ' |
Percentage of common stock issued and outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 10.00% |
Estimated value of warrants | 95,833,335 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in equity | $237,566 | $237,566 | ' | $237,566 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Deficiency_Detail
Stockholdersb Deficiency (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 219 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 36 Months Ended | 12 Months Ended | 1 Months Ended | 10 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 34 Months Ended | ||||||||||||||||||||||
Apr. 30, 2014 | Jan. 31, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | Jul. 31, 2013 | Jul. 08, 2011 | Apr. 30, 2014 | Jul. 31, 2013 | Jan. 31, 2012 | Apr. 30, 2014 | Jul. 31, 2013 | Aug. 08, 2012 | Jan. 31, 2014 | Jun. 30, 2013 | Apr. 30, 2014 | Jun. 17, 2014 | Jan. 15, 2014 | Jul. 31, 2013 | Jun. 30, 2014 | Apr. 30, 2014 | Mar. 27, 2014 | Mar. 27, 2017 | Jul. 31, 2013 | Jan. 14, 2014 | Dec. 31, 2012 | Jan. 31, 2012 | Dec. 10, 2012 | Dec. 10, 2012 | Aug. 08, 2012 | Dec. 31, 2013 | Dec. 10, 2012 | Jun. 17, 2013 | Jun. 17, 2017 | Jun. 17, 2016 | Apr. 30, 2014 | Jun. 30, 2013 | |
Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series E Convertible Preferred Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Series E Convertible Preferred Stock | Additional Units | |||||||
Convertible preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | 5,500 | 5,500 | 5,500 | 2,000 | 2,000 | 2,000 | 750 | 750 | 750 | ' | ' | ' | ' | ' | 2,450 | ' | 4,150 | 4,150 | ' | 0 | ' | ' | ' | 792 | 650 | ' | ' | 750 | 2,450 | ' | ' | 2,450 | ' |
Convertible preferred stock, cumulative percentage of interest | ' | ' | ' | ' | ' | ' | ' | 9.00% | 9.00% | ' | 9.00% | 9.00% | ' | 9.00% | 9.00% | ' | ' | ' | ' | 9.00% | 9.00% | ' | 9.00% | 9.00% | ' | 9.00% | 9.00% | ' | ' | ' | ' | ' | ' | 9.00% | 9.00% | ' | ' | 9.00% | ' |
Convertible preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | $1,000 | ' | ' | ' | ' | ' | $1,000 | ' | $1,000 | $1,000 | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | ' | ' | $1,000 | $1,000 |
Convertible preferred stock, shares issued | ' | ' | ' | ' | ' | ' | 0 | 0 | 2,575 | 0 | 0 | 2,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | 930 | ' | 1,845 | 2,075 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | 750 | 1,225 | ' | ' | 25 | ' |
Common shares attributable to conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,166,666 | 13,333,333 | 9,897,500 | 8,125,000 | 9,375,000 | 24,999,999 | ' | 40,833,335 | ' | ' | ' | ' |
Common stock issued upon conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | 17,166,666 | ' | ' | 38,520,832 | ' | ' | 22,916,665 | ' | ' | ' | ' | ' | ' | ' | 7,666,666 | 69,166,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,999,999 | ' | ' | ' | 66,666,666 | ' |
Convertible stock after conversion of common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230 | ' | ' | ' | ' | ' | ' | 26,393,333 | 21,666,666 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued as "make-whole payments" on conversions of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | 6,129,666 | ' | ' | 14,819,679 | ' | ' | 6,664,863 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,825,191 | ' | ' | ' | 18,585,193 | ' |
Convertible preferred stock conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | $0.03 | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' | ' | $0.08 | $0.03 | $0.08 | ' | ' | ' | ' | $0.03 | ' | ' |
Decreased conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from financing | $2,020,000 | $750,000 | $1,165,000 | $2,770,000 | $1,450,000 | $21,690,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $750,000 | ' | ' | ' | ' | ' | ' | ' | $2,020,000 | ' | ' | ' | ' | $1,975,000 | ' | ' | ' | ' | ' | $1,165,000 | ' | ' | ' | ' |
Convertible preferred shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800 | ' | ' | ' | ' | ' | ' | 800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock | 750,103 | ' | 580,329 | 750,103 | ' | 750,103 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,666,668 | ' | ' | ' | ' | ' | ' | 26,666,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, effective conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' |
Preferred stock, dividend rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 9.00% | ' | ' |
Increased preferred stock dividend rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.18 | ' | ' | ' |
Conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 270 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 295 | ' | 270 | ' | ' |
Conversion of stock, amount converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' |
Warrants issued to investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,666,668 | 40,833,335 | ' | ' | ' | ' | 69,166,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,666,668 | ' | ' | ' | ' |
Aggregate subscription amount, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425 | ' | ' | ' | ' | 2,075,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,225,000 | ' | ' | ' | ' |
Initial "Make-whole payments" | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 216,000 | ' | 330,750 | ' | ' | ' | ' | 560,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
"Make-whole payments", value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,070,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $498,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $99,900 | ' |
Derivative_Liabilities_Derivat
Derivative Liabilities - Derivative warrant liability (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jul. 31, 2013 | |
Balance - Derivative warrant liability Value | ' | $4,081,627 |
No. of Warrants - Derivative warrant liability | ' | 55,148,530 |
Exercise of Warrants | -2,194,496 | -5,629,130 |
Warrants Exercised | -76,732,020 | -145,888,421 |
Increase/decrease in fair value of derivative warrant liability | -298,370 | -3,279,650 |
Balance - Derivative warrant liability Value | 5,699,770 | 5,234,293 |
No. of Warrants - Derivative warrant liability | 239,788,852 | 220,687,537 |
Aug-12 | ' | ' |
Additional warrants issued | ' | 624,797 |
Warrants Issued | ' | 9,375,000 |
Dec-12 | ' | ' |
Additional warrants issued | ' | 762,355 |
Warrants Issued | ' | 24,999,999 |
Jun-13 | ' | ' |
Additional warrants issued | ' | 1,189,744 |
Warrants Issued | ' | 40,833,335 |
Price Protection | ' | ' |
Additional warrants issued | ' | 7,484,550 |
Warrants Issued | ' | 236,219,094 |
Jan-14 | ' | ' |
Additional warrants issued | 942,279 | ' |
Warrants Issued | 26,666,668 | ' |
Mar-14 | ' | ' |
Additional warrants issued | $2,016,064 | ' |
Warrants Issued | 69,166,667 | ' |
Derivative_Liabilities_Fair_va
Derivative Liabilities - Fair value assumptions, derivative warrant liability (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jul. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Current exercise price | $0.03 | $0.03 |
Time to expiration | '3 years 7 months 6 days | '3 years 6 months |
Risk-free interest rate | 0.91% | 0.49% |
Estimated volatility | 82.00% | 85.00% |
Dividend | ' | 0.00% |
Stock price at period end date | $0.04 | $0.04 |
Derivative_Liabilities_Fair_va1
Derivative Liabilities - Fair value assumptions, derivative additional investment rights liability (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2014 | Jul. 31, 2013 | Jan. 31, 2014 | |
Current exercise price of warrants | $0.03 | $0.03 | ' |
Time to expiration | '3 years 7 months 6 days | '3 years 6 months | ' |
Risk-free interest rate | 0.91% | 0.49% | ' |
Estimated volatility | 82.00% | 85.00% | ' |
Dividend | ' | 0.00% | ' |
Stock price at period end date | $0.04 | $0.04 | ' |
Additional Investment Rights | ' | ' | ' |
Underlying number of units of convertible preferred stock | 2,500 | 1,225 | ' |
Underlying number of units of warrants | 83,333,334 | 40,833,335 | ' |
Current exercise price of warrants | ' | $0.03 | $0.03 |
Current conversion price of preferred stock | $0.03 | $0.03 | ' |
Time to expiration | '9 months 11 days | '10 months 16 days | ' |
Risk-free interest rate | 0.10% | 0.11% | ' |
Estimated volatility | 52.00% | 114.00% | ' |
Dividend | 0.00% | 0.00% | ' |
Stock price at period end date | ' | $0.04 | $0.04 |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 219 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | ||
Issuing Additional Warrants | Issuing Additional Warrants | Issuing Additional Warrants | Fair Value of Warrants | Fair Value of Warrants | Recognition of Gain | |||||||
Derivative warrants weighted average remaining life | ' | ' | ' | ' | ' | '3 years 7 months 6 days | ' | ' | ' | ' | ' | |
Recognition of gain due to derivative liability | $1,591,375 | $2,690,786 | $1,360,818 | ($1,092,504) | ($2,495,418) | [1] | $298,370 | ($1,092,504) | ' | ' | ' | ' |
Fair value of derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | 5,699,770 | 5,234,293 | ' | |
Additional investment rights | ' | ' | ' | ' | ' | 819,882 | ' | 1,256,160 | ' | ' | 1,062,448 | |
Additional paid in capital | ' | ' | ' | ' | ' | $237,566 | ' | ' | ' | ' | ' | |
[1] | Includes $5,981,403 as adjustment related to the adoption of FASB ASC Topic 815 in "Cumulative from November 2, 1995 (Date of Inception) to January 31, 2014" column. See Note 10 - Derivative Warrant Liability. |
Income_from_Assets_Held_for_In1
Income from Assets Held for Investment, net (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Nov. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' |
Gross proceeds from sale of real estate | $883,780 | $256,835 | $1,579,189 | ' | ' | ' |
Property, net book value | 694,911 | 169,566 | 585,064 | ' | ' | ' |
Gain on sale of real estate | 188,869 | 87,682 | 994,125 | ' | ' | ' |
Partial discharge of mortgage | 606,806 | 216,810 | ' | ' | ' | ' |
Legal fees, interest, penalties from sale of real estate, approximation | 73,628 | 13,000 | ' | ' | ' | ' |
Net proceeds from sale of real estate | 203,346 | 27,025 | 1,028,780 | ' | ' | ' |
Principal of mortgage discharged completely upon sale | ' | ' | 480,951 | 606,806 | ' | ' |
Income from properties held for investment | ' | ' | ' | ' | $4,738 | $128,760 |
Properties held for investment, interest rate | ' | ' | ' | 9.75% | ' | ' |