Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Apr. 30, 2015 | Jun. 05, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | GENEREX BIOTECHNOLOGY CORP | |
Entity Central Index Key | 1059784 | |
Document Type | 10-Q | |
Document Period End Date | 30-Apr-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
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 | |
Entity Common Stock, Shares Outstanding | 806,477,610 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
CONSOLIDATED_BALANCE_SHEETS_UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $925,926 | $3,269,489 |
Other current assets | 48,992 | 201,314 |
Total Current Assets | 974,918 | 3,470,803 |
Property and Equipment, Net | 3,520 | 5,293 |
Patents, Net | 1,835,267 | 2,046,361 |
TOTAL ASSETS | 2,813,705 | 5,522,457 |
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||
Accounts payable and accrued expenses (Note 4) | 7,622,479 | 8,034,122 |
Deferred revenue | 223,662 | 223,662 |
Total Current Liabilities | 7,846,141 | 8,257,784 |
Derivative Warrant Liability (Note 7 and 8) | 2,689,240 | 2,635,643 |
Derivative Additional Investment Rights Liability (Note 7 and 8) | 719,088 | |
Total Liabilities | 10,535,381 | 11,612,515 |
Stockholders' Deficiency (Note 8): | ||
9% Convertible Preferred Stock | ||
Common stock, $.001 par value; authorized 1,500,000,000 shares at April 30, 2015 and July 31, 2014, respectively; 806,477,610 and 778,512,092 issued and outstanding at April 30, 2015 and July 31, 2014, respectively | 806,477 | 778,512 |
Additional paid-in capital | 362,484,863 | 362,307,678 |
Accumulated deficit | -371,806,772 | -369,948,322 |
Accumulated other comprehensive income | 793,756 | 772,074 |
Total Stockholders' Deficiency | -7,721,676 | -6,090,058 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 2,813,705 | 5,522,457 |
Series A Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 8): | ||
9% Convertible Preferred Stock | ||
Series B Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 8): | ||
9% Convertible Preferred Stock | ||
Series C Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 8): | ||
9% Convertible Preferred Stock | ||
Series D Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 8): | ||
9% Convertible Preferred Stock | ||
Series E Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 8): | ||
9% Convertible Preferred Stock | ||
Series F Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 8): | ||
9% Convertible Preferred Stock |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (UNAUDITED) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
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 | 3,470,513 | 778,512,092 |
Common stock, shares outstanding | 806,477,610 | 778,512,092 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 |
Convertible preferred stock, shares authorized | 5,500 | 5,500 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 |
Convertible preferred stock, shares authorized | 2,000 | 2,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series C Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 |
Convertible preferred stock, shares authorized | 750 | 750 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series D Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 |
Convertible preferred stock, shares authorized | 750 | 750 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series E Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 |
Convertible preferred stock, shares authorized | 2,450 | 2,450 |
Convertible preferred stock, shares issued | 25 | 25 |
Convertible preferred stock, shares outstanding | 25 | 25 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series F Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 |
Convertible preferred stock, shares authorized | 4,150 | 4,150 |
Convertible preferred stock, shares issued | 838 | 1,225 |
Convertible preferred stock, shares outstanding | 838 | 1,225 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Operating Expenses: | ||||
Research and development | $224,026 | $348,104 | $854,706 | $1,097,877 |
General and administrative | 627,575 | 894,745 | 1,740,511 | 2,598,884 |
Total Operating Expenses | 851,601 | 1,242,849 | 2,595,217 | 3,696,761 |
Operating Loss | -851,601 | -1,242,849 | -2,595,217 | -3,696,761 |
Other Income (Expense): | ||||
Income from assets held for investment, net (Note 9) | 193,607 | |||
Interest income | 523 | 11 | 569 | |
Interest expense | -89,372 | -78,126 | -256,574 | -243,506 |
Change in fair value of derivative liabilities (Note 8) | -455,184 | 1,591,375 | 665,491 | 1,360,818 |
Gain on extinguishment of debt (Note 4) | 327,839 | |||
Net Income/(Loss) Before Undernoted | -1,396,157 | 270,923 | -1,858,450 | -2,385,273 |
Minority Interest Share of Loss | ||||
Net Income/(Loss) | -1,396,157 | 270,923 | -1,858,450 | -2,385,273 |
Net Loss Available to Common Stockholders | -1,396,157 | -1,149,127 | -1,858,450 | -4,213,602 |
Net Loss per Common Share (Note 6) - Basic | ($0.00) | ($0.00) | ($0.00) | ($0.01) |
Net Loss per Common Share (Note 6) - Diluted | ($0.00) | ($0.00) | ($0.00) | ($0.01) |
Basic Shares Used to Compute Earnings per Share (Note 6) | 791,855,062 | 727,041,541 | 787,175,380 | 649,133,385 |
Diluted Shares Used to Compute Earnings/(Loss) per Share (Note 6) | 791,855,062 | 727,041,541 | 787,175,380 | 649,133,385 |
Other Comprehensive Income/(Loss) | ||||
Change in foreign currency translation adjustments | -9,553 | -4,613 | -21,682 | -9,633 |
Other Comprehensive Income/(Loss) | -9,553 | -4,613 | -21,682 | -9,633 |
Comprehensive Income/(Loss) | -1,405,710 | 266,310 | -1,836,768 | -2,375,640 |
Preferred Stock Dividend (Note 7) | 1,420,050 | 1,828,329 | ||
Comprehensive Loss Availble to Common Stockholders | ($1,405,710) | ($1,153,740) | ($1,836,768) | ($4,203,969) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 9 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Cash Flows From Operating Activities: | ||
Net (loss)/income | ($1,858,450) | ($2,385,273) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 291,404 | 280,743 |
Stock compensation expense | 262,871 | |
Common stock issued for services rendered | 94,312 | 360,500 |
Gain on disposal of property and equipment | -188,869 | |
Common stock issued as make-whole payments on preferred stock | 104,423 | 522,450 |
Change in fair value of derivative liabilities | -665,491 | -1,360,818 |
Changes in operating assets and liabilities | ||
Accounts payable and accrued expenses | -378,275 | -300,383 |
Deferred revenue | -1,181 | |
Other current assets | 150,565 | 51,003 |
Net Cash Used in Operating Activities | -2,261,512 | -2,758,957 |
Cash Flows From Investing Activities: | ||
Proceeds from sale of property and equipment | 883,780 | |
Costs incurred for patents | -84,389 | -61,812 |
Net Cash (Used in)/Provided By Investing Activities | -84,389 | 821,968 |
Cash Flows From Financing Activities: | ||
Repayment of long-term debt | -606,806 | |
Proceeds from exercise of warrants, net | 2,301,944 | |
Proceeds from exercise of stock options | 6,416 | 526 |
Proceeds from issuance of preferred stock, net | 2,770,000 | |
Net Cash Provided by Financing Activities | 6,416 | 4,465,664 |
Effect of Exchange Rates on Cash | -4,078 | -18,894 |
Net (Decrease)/Increase in Cash and Cash Equivalents | -2,343,563 | 2,509,781 |
Cash and Cash Equivalents, Beginning of Period | 3,269,489 | 1,708,954 |
Cash and Cash Equivalents, End of Period | 925,926 | 4,218,735 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid in cash | $35,542 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Apr. 30, 2015 | |
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 three and nine-month periods ended April 30, 2015 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 2015. 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 has a limited history of operations and limited revenue to date. 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 | |
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 $6.9 million at April 30, 2015. The Company has funded its activities to date almost exclusively from debt and equity financings, as well as the sale of non-essential real estate assets in fiscal 2012 through the first quarter of fiscal 2014 (see Note 9). | |
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 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 the Company 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 | 9 Months Ended |
Apr. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Effects of Recent Accounting Pronouncements | Note 2 – Effects of Recent Accounting Pronouncements: |
Recently Adopted Accounting Pronouncements | |
In June 2014, the FASB issued guidance regarding the elimination of the reporting requirement for development stage entities and removed the definition of development stage entity from the Accounting Standards Codification. The Company has adopted this guidance effective for the Company’s annual fiscal year ended July 31, 2014. The adoption of this new accounting guidance resulted in the elimination of the inception-to-date financial information in the consolidated statements of comprehensive income, statements of changes in stockholders’ deficiency and statements of cash flows, as well as the removal of the subheading “A Development Stage Company” from the interim statements and the notes to the interim statements. | |
Recently Issued Accounting Pronouncements | |
In November 2014, the FASB issued guidance regarding Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The guidance will be effective for the Company’s first quarter of the fiscal year ended July 31, 2017. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. | |
In August 2014, the FASB issued guidance regarding disclosure of uncertainties about an entity’s ability to continue as a going concern. The guidance will be effective for the Company’s fiscal year ended July 31, 2017 and subsequent interim periods. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||
Apr. 30, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation: | Note 3 – Stock-Based Compensation: | ||||||||||||
As of April 30, 2015, 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 135,000,000 shares of common stock are reserved for issuance under the 2006 Stock Plan as amended (the 2006 Plan). At April 30, 2015, there were 2,338,916 and 81,530,576 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. The Black-Scholes option pricing model was not used to estimate the fair value any option grants in the three quarters ended April 30, 2015 or in the fiscal year ended July 31, 2014. | |||||||||||||
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, 2015: | |||||||||||||
Options | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | |||||||||||
Outstanding, August 1, 2014 | 37,964,390 | $ | 0.061 | ||||||||||
Less: Forfeited or expired | 1,215,000 | 0.716 | |||||||||||
Less: Exercised | 6,416,316 | 0.001 | 129,908 | ||||||||||
Outstanding, April 30, 2015 | 30,333,074 | $ | 0.048 | $ | 567,236 | ||||||||
Exercisable, April 30, 2015 | 30,333,074 | $ | 0.048 | $ | 567,236 | ||||||||
The 30,333,074 outstanding options at April 30, 2015 had a weighted average remaining contractual term of 2.8 years. Options typically vest over a period of two to four years and have a contractual life of five to ten years. | |||||||||||||
There were no non-vested common stock options granted, vested or forfeited under the Plan for the nine months ended April 30, 2015. There was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plans at April 30, 2015. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | Note 4 – Accounts Payable and Accrued Expenses: | ||||||||
Accounts payable and accrued expenses consist of the following: | |||||||||
30-Apr-15 | 31-Jul-14 | ||||||||
Accounts Payable and Accruals – General and Administrative | $ | 3,127,111 | $ | 3,208,069 | |||||
Accounts Payable and Accruals – Research and Development | 3,699,158 | 3,955,543 | |||||||
Accounts Payable and Accruals – Selling and Marketing | 326,586 | 327,067 | |||||||
Accrued Make-whole Payments on Convertible Preferred Stock (see Note 7) | 233,077 | 337,500 | |||||||
Executive Compensation and Directors’ Fees Payable | 236,547 | 205,943 | |||||||
Total | $ | 7,622,479 | $ | 8,034,122 | |||||
In the nine months ended April 30, 2015 the Company had a gain on extinguishment of debt of $327,839 related to the final settlement of a previously owed balance to a vendor. This is reported on the Company’s consolidated statement of comprehensive income under the caption “Gain on extinguishment of debt” and is included in the changes in accounts payable and accrued expenses category in the consolidated statement of cash flows. |
Commitment_and_Contingencies
Commitment and Contingencies | 9 Months Ended |
Apr. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Pending Litigation | Note 5 – Commitments and Contingencies: |
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 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. |
Net_Income_Loss_Per_Share_EPS
Net Income (Loss) Per Share (EPS) | 9 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [Abstract] | |
Net Income (Loss) Per Share (EPS) | Note 6 – Net Income (Loss) Per Share (“EPS”): |
Basic EPS and Diluted EPS for the three and nine-month periods ended April 30, 2015 have been computed by dividing the net loss available to common stockholders for the period by the weighted average shares outstanding during each period. All outstanding stock options, non-vested restricted stock, warrants and common stock underlying convertible preferred stock, representing 306,666,176 incremental shares at April 30, 2015, have been excluded from the respective computations of Diluted EPS as they are anti-dilutive, due to the losses generated during these periods. | |
Basic EPS and Diluted EPS for the three-month period ended April 30, 2014 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, 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 | 9 Months Ended | ||||||||||||||||
Apr. 30, 2015 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Stockholdersb Deficiency | Note 7 – Stockholders’ Deficiency: | ||||||||||||||||
Common Stock | |||||||||||||||||
During the nine months ended April 30, 2015, the Company issued or committed to issue 3,470,513 shares of common stock to various consultants for services rendered in the amount of $94,312. | |||||||||||||||||
During the nine months ended April 30, 2015, the Company issued 12,891,668 shares of common stock in conjunction with the conversion of 387 shares of the Series F 9% Convertible Preferred Stock and 5,187,021 shares of common stock as “make-whole” dividend payments on the Series F 9% Convertible Preferred Stock. | |||||||||||||||||
-7- | |||||||||||||||||
During the nine months ended April 30, 2015, the Company received proceeds of $6,416 from exercises of options at $0.001 per share. The Company issued 6,416,316 shares of common stock as a result of these exercises. | |||||||||||||||||
The stockholders’ deficiency transactions for the nine months ended April 30, 2015, including the transactions described above are summarized below: | |||||||||||||||||
Common Stock | |||||||||||||||||
Shares | Amount | Additional Paid-In Capital | Stockholders' Deficiency | ||||||||||||||
Balance at August 1, 2014 | 778,512,092 | $ | 778,512 | $ | 362,307,678 | $ | (6,090,058 | ) | |||||||||
Issuance of common stock on conversion of convertible preferred stock | 12,891,668 | 12,892 | (12,892 | ) | — | ||||||||||||
Issuance of common stock as make-whole payments on convertible preferred stock | 5,187,021 | 5,187 | 99,235 | 104,423 | |||||||||||||
Issuance of common stock for services | 3,470,513 | 3,471 | 90,841 | 94,311 | |||||||||||||
Exercise of stock options | 6,416,316 | 6,416 | — | 6,416 | |||||||||||||
Balance at April 30, 2015 | 806,477,610 | $ | 806,477 | $ | 362,484,862 | ||||||||||||
Other changes to Stockholders' Deficiency | |||||||||||||||||
Net loss for six months ended April 30, 2015 | 1,858,450 | ||||||||||||||||
Currency translation adjustment | 21,862 | ||||||||||||||||
Stockholders' Deficiency at April 30, 2015 | $ | (7,721,676 | ) | ||||||||||||||
Warrants | |||||||||||||||||
There are 239,788,852 warrants outstanding as of April 30, 2015. During the nine months ended April 30, 2015, 17,542,402 warrants, which had an average exercise price of $0.84 per warrant, expired. There were no warrants issued, or exercised for the nine months ended April 30, 2015. The outstanding warrants at April 30, 2015 have a weighted average exercise price of $0.03 per share and have a weighted average remaining life of 2.56 years. | |||||||||||||||||
As of April 30, 2015, the Company has 239,788,852 warrants with a current exercise price of $0.03 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. There are a limited number of permitted types of stock and equity instrument issuances for each series of warrants which will not invoke the price protection provisions of these warrants. | |||||||||||||||||
The Company accounts for the warrants with price protection provisions in accordance with FASB ASC Topic 815 as described in Note 8 - Derivative Liabilities below. As of April 30, 2015, there were a total of 239,788,852 warrants with an estimated fair value of $2,689,240, which are identified on the interim consolidated balance sheets under the caption “Derivative Warrant Liability”. | |||||||||||||||||
Series A, B, C and D 9% Convertible Preferred Stock | |||||||||||||||||
All of the Company’s Series A, B, C and D 9% Convertible Preferred Stock was converted prior to the beginning of the Company’s 2014 fiscal year. | |||||||||||||||||
Series E and F 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. | |||||||||||||||||
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 stock. 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 the third year anniversary of the issuances. 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 June 30, 2014, respectively, and on each conversion date in cash, or at the Company’s option, in shares of common stock. In the event that the Series E and F convertible preferred stock is converted prior to June 17, 2016 and March 27, 2017, respectively, 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 on the third anniversary date of the issuances, 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. | |||||||||||||||||
In conjunction with the issuance of the Series E convertible preferred stock in June 2013 and January 2014 and the issuance of the Series F convertible preferred stock in March 2014, the Company also issued 40,833,335, 26,666,668 and 69,166,667 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 8 – Derivative Liabilities. | |||||||||||||||||
In addition, until the first anniversary date of the June 2013 and March 2014 securities purchase agreements, each investor could, 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 and $2,075,000, respectively, which units would have terms identical to the units of convertible preferred stock and warrants issued in connection with the June 2013 and March 2014 closings. These additional investment rights of the investors were classified as derivative liabilities and are described further in Note 8 – 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 | |||||||||||||||||
-9- | |||||||||||||||||
rights. The remaining June 2013 additional investment rights expired on June 17, 2014. The March 2014 additional investment rights expired on March 27, 2015 and none were exercised prior to the expiry date. | |||||||||||||||||
As of April 30, 2015, 2,000 of the 2,025 originally issued shares of 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. As of April 30, 2015, 1,237 of the 2,075 originally issued shares of Series F convertible preferred stock had been converted to common stock. There were 41,224,999 shares of common stock issued upon the conversion of the Series F convertible preferred stock and 13,048,644 shares of common stock issued as “make-whole payments” on such conversions. | |||||||||||||||||
Accounting for proceeds from the Series E convertible preferred stock financing | |||||||||||||||||
The initial 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 then to the make whole payments and subsequent issuance costs. 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 fiscal year ended July 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 8 – 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 | ) | |||||||||||||||
Other issuance costs (finders’ fee) | (64,000 | ) | |||||||||||||||
Make whole payments liability | (216,000 | ) | |||||||||||||||
Deemed dividend | $ | (472,279 | ) | ||||||||||||||
The initial “make-whole payments” of $216,000 on the Series E convertible preferred stock were accrued as of the date of the financing and the remaining balance of $6,750 (after conversions) is included in Accounts Payable and Accrued Expenses (see Note 4) at April 30, 2015. | |||||||||||||||||
Accounting for proceeds from the Series F convertible preferred stock financing | |||||||||||||||||
The initial 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 then to the make whole payments and subsequent issuance costs. 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 fiscal year ended July 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 8 – 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 | ) | |||||||||||||||
Other issuance costs (finders’ fee) | (166,000 | ) | |||||||||||||||
Make whole payments liability | (560,250 | ) | |||||||||||||||
Deemed dividend | $ | (1,586,050 | ) | ||||||||||||||
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 $233,078 (after conversions) is included in Accounts Payable and Accrued Expenses (see Note 4) at April 30, 2015. |
Derivative_Liabilities
Derivative Liabilities | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Derivative Liabilities | Note 8 – 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, 2015 and July 31, 2014 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 comprehensive income. 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, 2015 are all currently exercisable with a weighted-average remaining life of 2.56 years. | |||||||||
The revaluation of the warrants at the end of the respective reporting periods resulted in the recognition of a loss of $53,597 within the Company’s consolidated statements of operations for the nine months ended April 30, 2015 and a loss of $298,370 within the Company’s consolidated statements of comprehensive income for the nine months ended April 30, 2014, which are included in the consolidated statement of operations under the caption “Change in fair value of derivative liabilities”. The fair values of the warrants at April 30, 2015 and July 31, 2014 were $2,689,240 and $2,635,643, respectively, which are 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, 2013 until April 30, 2015: | |||||||||
Value | No. of Warrants | ||||||||
Balance at August 1, 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 | (3,362,497 | ) | n/a | ||||||
Balance at July 31, 2014 – Derivative warrant liability | $ | 2,635,643 | 239,788,852 | ||||||
Increase in fair value of derivative warrant liability | 53,597 | n/a | |||||||
Balance at April 30, 2015 – Derivative warrant liability | $ | 2,689,240 | 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, 2015 and July 31, 2014. 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, 2015 and July 31, 2014 fair value calculations were as follows: | |||||||||
30-Apr-15 | 31-Jul-14 | ||||||||
Current exercise price | $ | 0.03 | $ | 0.03 | |||||
Time to expiration | 2.6 years | 3.3 years | |||||||
Risk-free interest rate | 0.91 | % | 1.02 | % | |||||
Estimated volatility | 79 | % | 80 | % | |||||
Dividend | -0- | -0- | |||||||
Stock price at period end date | $ | 0.0225 | $ | 0.021 | |||||
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 additional investment rights expired in March 2015 and the value at April 30, 2015 is zero. The fair value of the derivative liability associated with the additional investment rights was determined to be $719,088 at July 31, 2014. | |||||||||
-11- | |||||||||
The key inputs used in the fair value calculation at July 31, 2014 were as follows: | |||||||||
31-Jul-14 | |||||||||
Underlying number of units of convertible preferred stock | 2,075 | ||||||||
Underlying number of units of warrants | 69,166,667 | ||||||||
Current exercise price of warrants | $ | 0.03 | |||||||
Current conversion price of preferred stock | $ | 0.03 | |||||||
Time to expiration | 0.65 years | ||||||||
Risk-free interest rate | 0.09 | % | |||||||
Estimated volatility | 61 | % | |||||||
Dividend | -0- | ||||||||
Stock price at period end date | $ | 0.021 | |||||||
The partial exercise of the additional investment rights in the quarter ended April 30, 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, 2015, resulted in the recognition of a gain of $719,088 and in the nine-month period ended April 30, 2014, the revaluation resulted in the recognition of a gain of $1,062,448. The gains are recorded within the Company’s consolidated statements of comprehensive income under the caption “Change in fair value of derivative liabilities”. |
Income_from_Assets_Held_for_In
Income from Assets Held for Investment, net | 9 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Income from Assets Held for Investment, net | Note 9 – 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. 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. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events: |
The Company has evaluated subsequent events occurring after the balance sheet date through the date the interim statements were issued and determined that there are no events requiring financial statement disclosure. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [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 $6.9 million at April 30, 2015. The Company has funded its activities to date almost exclusively from debt and equity financings, as well as the sale of non-essential real estate assets in fiscal 2012 through the first quarter of fiscal 2014 (see Note 9). | |
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 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 the Company 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. |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||
Apr. 30, 2015 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Common stock options granted, forfeited or expired and exercised | Options | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | ||||||||||
Outstanding, August 1, 2014 | 37,964,390 | $ | 0.061 | ||||||||||
Less: Forfeited or expired | 1,215,000 | 0.716 | |||||||||||
Less: Exercised | 6,416,316 | 0.001 | 129,908 | ||||||||||
Outstanding, April 30, 2015 | 30,333,074 | $ | 0.048 | $ | 567,236 | ||||||||
Exercisable, April 30, 2015 | 30,333,074 | $ | 0.048 | $ | 567,236 |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts payable and accrues expenses | 30-Apr-15 | 31-Jul-14 | |||||||
Accounts Payable and Accruals – General and Administrative | $ | 3,127,111 | $ | 3,208,069 | |||||
Accounts Payable and Accruals – Research and Development | 3,699,158 | 3,955,543 | |||||||
Accounts Payable and Accruals – Selling and Marketing | 326,586 | 327,067 | |||||||
Accrued Make-whole Payments on Convertible Preferred Stock (see Note 7) | 233,077 | 337,500 | |||||||
Executive Compensation and Directors’ Fees Payable | 236,547 | 205,943 | |||||||
Total | $ | 7,622,479 | $ | 8,034,122 |
Stockholders_Deficiency_Tables
Stockholders' Deficiency (Tables) | 9 Months Ended | ||||||||||||||||
Apr. 30, 2015 | |||||||||||||||||
Stockholders' deficiency transactions | Common Stock | ||||||||||||||||
Shares | Amount | Additional Paid-In Capital | Stockholders' Deficiency | ||||||||||||||
Balance at August 1, 2014 | 778,512,092 | $ | 778,512 | $ | 362,307,678 | $ | (6,090,058 | ) | |||||||||
Issuance of common stock on conversion of convertible preferred stock | 12,891,668 | 12,892 | (12,892 | ) | — | ||||||||||||
Issuance of common stock as make-whole payments on convertible preferred stock | 5,187,021 | 5,187 | 99,235 | 104,423 | |||||||||||||
Issuance of common stock for services | 3,470,513 | 3,471 | 90,841 | 94,311 | |||||||||||||
Exercise of stock options | 6,416,316 | 6,416 | — | 6,416 | |||||||||||||
Balance at April 30, 2015 | 806,477,610 | $ | 806,477 | $ | 362,484,862 | ||||||||||||
Other changes to Stockholders' Deficiency | |||||||||||||||||
Net loss for six months ended April 30, 2015 | 1,858,450 | ||||||||||||||||
Currency translation adjustment | 21,862 | ||||||||||||||||
Stockholders' Deficiency at April 30, 2015 | $ | (7,721,676 | ) | ||||||||||||||
Series E Convertible Preferred Stock | |||||||||||||||||
Allocation of initial proceeds | Accounting allocation of initial proceeds | ||||||||||||||||
Net proceeds | $ | 750,000 | |||||||||||||||
Derivative warrant liability fair value | (942,279 | ) | |||||||||||||||
Other issuance costs (finders’ fee) | (64,000 | ) | |||||||||||||||
Make whole payments liability | (216,000 | ) | |||||||||||||||
Deemed dividend | $ | (472,279 | ) | ||||||||||||||
Series F Convertible Preferred Stock | |||||||||||||||||
Allocation of initial proceeds | 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 | ) | |||||||||||||||
Other issuance costs (finders’ fee) | (166,000 | ) | |||||||||||||||
Make whole payments liability | (560,250 | ) | |||||||||||||||
Deemed dividend | $ | (1,586,050 | ) |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Derivative warrant liability | Value | No. of Warrants | |||||||
Balance at August 1, 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 | (3,362,497 | ) | n/a | ||||||
Balance at July 31, 2014 – Derivative warrant liability | $ | 2,635,643 | 239,788,852 | ||||||
Increase in fair value of derivative warrant liability | 53,597 | n/a | |||||||
Balance at April 30, 2015 – Derivative warrant liability | $ | 2,689,240 | 239,788,852 | ||||||
Fair value assumptions, derivative warrant liability | 30-Apr-15 | 31-Jul-14 | |||||||
Current exercise price | $ | 0.03 | $ | 0.03 | |||||
Time to expiration | 2.6 years | 3.3 years | |||||||
Risk-free interest rate | 0.91 | % | 1.02 | % | |||||
Estimated volatility | 79 | % | 80 | % | |||||
Dividend | -0- | -0- | |||||||
Stock price at period end date | $ | 0.0225 | $ | 0.021 | |||||
Fair value assumptions, derivative additional investment rights liability | 31-Jul-14 | ||||||||
Underlying number of units of convertible preferred stock | 2,075 | ||||||||
Underlying number of units of warrants | 69,166,667 | ||||||||
Current exercise price of warrants | $ | 0.03 | |||||||
Current conversion price of preferred stock | $ | 0.03 | |||||||
Time to expiration | 0.65 years | ||||||||
Risk-free interest rate | 0.09 | % | |||||||
Estimated volatility | 61 | % | |||||||
Dividend | -0- | ||||||||
Stock price at period end date | $ | 0.021 |
Common_stock_options_granted_f
Common stock options granted, forfeited or expired and exercised - Stock-Based Compensation (Details 1) (USD $) | 9 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2015 | Aug. 02, 2014 | |
Options | |||
Options Outstanding | 30,333,074 | 37,964,390 | |
Options Forfeited or expired | 1,215,000 | ||
Options Exercised | 6,416,316 | ||
Options Exercisable | 30,333,074 | ||
Weighted Average Exercise Price per Share | |||
Weighted Average Exercise Price per Share | 0.048 | 0.061 | |
Weighted Average Exercise Price per Share, Forfeited or expired | 0.716 | ||
Weighted Average Exercise Price per Share, Exercised | 0.001 | ||
Weighted Average Exercise Price per Share, Exercisable | 0.048 | ||
Aggregate Intrinsic Vaalue | |||
Options Outstanding | 567,236 | ||
Options Exercised | 129,908 | ||
Options Exercisable | 567,236 |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) (USD $) | Apr. 30, 2015 |
Accounting Policies [Abstract] | |
Accumulated deficit | $372,000,000 |
Working capital deficiency | $6,900,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) | 9 Months Ended |
Apr. 30, 2015 | |
Stock Option Plan 2001 | |
Common stock reserved for future issuance | 12,000,000 |
Common stock reserved for future awards | 2,338,916 |
Stock Option Plan 2006 | |
Common stock reserved for future issuance | 135,000,000 |
Common stock reserved for future awards | 81,530,576 |
Stock Options | |
Outstanding options | 30,333,074 |
Outstanding options, weighted average remaining contractual term | 2 years 9 months |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Accounts payable and accrues expenses (Details) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accruals b General and Administrative | $3,127,111 | $3,208,069 |
Accounts Payable and Accruals b Research and Development | 3,699,158 | 3,955,543 |
Accounts Payable and Accruals b Selling and Marketing | 326,586 | 3,955,543 |
Accrued Make-whole Payments on Convertible Preferred Stock (see Note 8) | 233,077 | 337,500 |
Executive Compensation and Directorsb Fees Payable | 236,547 | 205,943 |
Total | $7,622,479 | $8,034,122 |
Accounts_Payable_and_Accrued_E3
Accounts Payable and Accrued Expenses (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Payables and Accruals [Abstract] | ||||
Gain on extinguishment of debt | $327,839 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | ||||
Jul. 31, 2011 | Nov. 16, 2012 | Jul. 31, 2012 | Jul. 20, 2001 | 20-May-11 | |
Shares of CBI owned by former business associate | 50.00% | ||||
Shares of CBI owned by Company | 50.00% | ||||
Termination Of Employee | |||||
Value of damages sought | $7,000,000 | ||||
Counterclaim proceeding | 2,300,000 | ||||
Lawsuit filing date | 20-May-11 | ||||
Name of Plaintiff | Ms. Perri | ||||
Breach of contract and detinue | |||||
Value of damages sought | 550,000 | ||||
Counterclaim proceeding | 200,000 | ||||
Lawsuit filing date | 1-Jun-11 | ||||
Name of Plaintiff | Golden Bull Estates | ||||
Punitive Damages | |||||
Value of damages sought | 50,000 | ||||
Damages for Unpaid Invoices | |||||
Value of damages sought | 429,000 | ||||
Lawsuit filing date | 31-Dec-11 | ||||
Name of Plaintiff | 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_Income_Loss_Per_Share_EPS_
Net Income (Loss) Per Share (EPS) (Details Narrative) | 9 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Accounting Policies [Abstract] | ||
Incremental shares | 306,666,176 | 357,628,977 |
Stockholders_Deficiency_Stockh
Stockholdersb Deficiency - Stockholdersb deficiency transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Net loss for six months ended | $1,396,157 | ($270,923) | $1,858,450 | $2,385,273 |
Currency translation adjustment | 21,862 | |||
Stockholders' Deficiency | -7,721,676 | |||
Common Stock | ||||
Issuance of common stock on conversion of convertible preferred stock, Shares | 12,897,668 | |||
Issuance of common stock on conversion of convertible preferred stock, Amount | 12,892 | |||
Issuance of common stock as make-whole payments on convertible preferred stock, Shares | 5,187,021 | |||
Issuance of common stock as make-whole payments on convertible preferred stock, Amount | 5,187 | |||
Issuance of common stock for services, Shares | 3,470,513 | |||
Issuance of common stock for services, Amount | 3,471 | |||
Exercise of employee stock options, Shares | 6,416,316 | |||
Exercise of employee stock options, Amount | 6,416 | |||
Total, Shares | 806,477,610 | |||
Total, Amount | 806,477 | |||
Additional Paid-In Capital | ||||
Issuance of common stock on conversion of convertible preferred stock, Amount | -12,892 | |||
Issuance of common stock as make-whole payments on convertible preferred stock, Amount | 99,235 | |||
Issuance of common stock for services, Amount | 90,841 | |||
Exercise of employee stock options, Amount | ||||
Total, Amount | 362,484,862 | |||
Change to Stockholders Equity | ||||
Issuance of common stock on conversion of convertible preferred stock, Amount | ||||
Issuance of common stock as make-whole payments on convertible preferred stock, Amount | 104,423 | |||
Issuance of common stock for services, Amount | 94,311 | |||
Exercise of employee stock options, Amount | $6,416 |
Stockholders_Deficiency_Accoun
Stockholdersb Deficiency - Accounting allocation of initial proceeds (Details) (USD $) | 9 Months Ended | 3 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | Mar. 27, 2014 | |
Net proceeds | $2,770,000 | ||
Series E Convertible Preferred Stock | |||
Net proceeds | 750,000 | ||
Derivative warrant liability fair value | -942,279 | ||
Other issuance costs (finders' fee) | -64,000 | ||
Make whole payments liability | -216,000 | ||
Deemed dividend | -472,279 | ||
Series F Convertible Preferred Stock | |||
Net proceeds | 2,020,000 | 2,020,000 | |
Derivative warrant liability fair value | -2,016,064 | ||
Derivative additional investment rights fair value | -863,735 | ||
Other issuance costs (finders' fee) | -166,000 | ||
Make whole payments liability | -560,250 | ||
Deemed dividend | ($1,586,050) |
Stockholders_Deficiency_Detail
Stockholders' (Deficiency) (Details Narrative) (USD $) | 9 Months Ended | |
Apr. 30, 2015 | Jul. 31, 2014 | |
Common stock issued, or committed to issue, Shares | 3,470,513 | 778,512,092 |
Common stock issued, or committed to issue, Amount | $806,477 | $778,512 |
Common stock, value per share | $0.00 | $0.00 |
Conversion of shares of Series E, Convertible Preferred Stock | 40,833,335 | |
Warrants Outstanding | 239,788,852 | |
Number of shares to be purchased, exercise price | $0.03 | $0.03 |
Series F Convertible Preferred Stock | ||
Conversion of shares of Series F, Convertible Preferred Stock | 387 | |
Make-Whole Dividend Payments | ||
Common stock issued, or committed to issue, Shares | 5,187,021 | |
Upon Exercise Of Options | ||
Common stock issued, or committed to issue, Shares | 6,416 | |
Common stock issued, or committed to issue, Amount | 6,416,316 | |
Common stock, value per share | $0.00 | |
Cash proceeds | 542 | |
Warrants Outstanding, Exercise price $0.84 | ||
Total Warrants Outstanding, Shares | 17,542,402 | |
Outstanding warrants, weighted average exercise price | $0.03 | |
Outstanding warrants, weighted average remaining life (in years) | 2 years 8 months | |
Warrants Outstanding, Exercise Price $0.03 | ||
Total Warrants Outstanding, Shares | 239,788,852 | |
Outstanding warrants, weighted average exercise price | $0.03 | |
Derivative Warrant Liability | ||
Warrants, Total | $2,689,240 | |
Total Warrants Outstanding, Shares | 239,788,852 |
Stockholders_Deficiency_Detail1
Stockholdersb Deficiency (Details Narrative 2) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 34 Months Ended | ||||
Apr. 30, 2015 | Apr. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Mar. 27, 2014 | Jun. 17, 2013 | Jun. 17, 2016 | Jul. 31, 2014 | Jan. 14, 2014 | |
Net proceeds from financing | $2,770,000 | ||||||||
Shares of common stock | 806,477 | 778,512 | |||||||
Accounts payable and accrued expenses | 7,622,479 | 8,034,122 | |||||||
Series E Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 2,450 | 2,450 | |||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | |||||||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 | |||||||
Convertible preferred stock, shares issued | 25 | 25 | |||||||
Common stock issued upon conversion of preferred stock | 66,666,666 | ||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 18,585,193 | ||||||||
Convertible preferred stock conversion price | $0.03 | ||||||||
Net proceeds from financing | 750,000 | ||||||||
Conversion of preferred stock | 2,025 | ||||||||
Conversion of stock, amount converted | 2,000 | ||||||||
Warrants issued to investors | 40,833,335 | ||||||||
Initial "Make-whole payments" | 216,000 | ||||||||
"Make-whole payments", value | 6,750 | ||||||||
Series F Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 4,150 | 4,150 | 4,150 | ||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | 9.00% | ||||||
Convertible preferred stock, par value (in dollars per share) | $1,000 | $1,000 | $1,000 | ||||||
Convertible preferred stock, shares issued | 838 | 2,075 | 1,225 | ||||||
Common stock issued upon conversion of preferred stock | 41,224,999 | 69,166,667 | |||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 13,048,644 | ||||||||
Convertible preferred stock conversion price | $0.03 | ||||||||
Net proceeds from financing | 2,020,000 | 2,020,000 | |||||||
Preferred stock, dividend rate percentage | 3.00% | ||||||||
Conversion of stock, amount converted | 1,237 | ||||||||
Warrants issued to investors | 69,166,667 | ||||||||
Aggregate subscription amount, maximum | 2,075,000 | ||||||||
Initial "Make-whole payments" | 560,250 | ||||||||
"Make-whole payments", value | 233,078 | ||||||||
Series E Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 2,450 | ||||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | ||||||||
Convertible preferred stock, par value (in dollars per share) | $1,000 | ||||||||
Convertible preferred stock, shares issued | 1,225 | ||||||||
Common shares attributable to conversion of preferred stock | 40,833,335 | ||||||||
Convertible preferred stock conversion price | $0.03 | ||||||||
Net proceeds from financing | 1,165,000 | ||||||||
Common stock, effective conversion price | $0.03 | ||||||||
Preferred stock, dividend rate percentage | 9.00% | ||||||||
Conversion of preferred stock | 800 | 270 | |||||||
Conversion of stock, amount converted | 1,000 | ||||||||
Warrants issued to investors | 26,666,668 | ||||||||
Aggregate subscription amount, maximum | $1,225,000 | ||||||||
Series E Convertible Preferred Stock | |||||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | ||||||||
Convertible preferred shares sold | 800 |
Derivative_Liabilities_Derivat
Derivative Liabilities - Derivative warrant liability (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | Jul. 31, 2014 | |
Balance - Derivative warrant liability Value | $2,635,643 | $5,234,293 | $5,234,293 |
No. of Warrants - Derivative warrant liability | 239,788,852 | 220,687,537 | 220,687,537 |
Exercise of Warrants | -2,194,496 | ||
Warrants Exercised | -76,732,020 | ||
Increase (Decrease) in fair value of derivative warrant liability | 53,597 | 298,370 | -3,362,497 |
Balance - Derivative warrant liability Value | 2,689,240 | 2,635,643 | |
No. of Warrants - Derivative warrant liability | 239,788,852 | 239,788,852 | |
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 $) | 0 Months Ended | |
Apr. 30, 2015 | Jul. 31, 2014 | |
Notes to Financial Statements | ||
Current exercise price | $0.03 | $0.03 |
Time to expiration | 2 years 7 months | 3 years 3 months |
Risk-free interest rate | 0.91% | 1.02% |
Estimated volatility | 79.00% | 80.00% |
Dividend | 0.00% | 0.00% |
Stock price at period end date | $0.02 | $0.02 |
Derivative_Liabilities_Fair_va1
Derivative Liabilities - Fair value assumptions, derivative additional investment rights liability (Details) (USD $) | 0 Months Ended | |
Apr. 30, 2015 | Jul. 31, 2014 | |
Notes to Financial Statements | ||
Underlying number of units of convertible preferred stock | 2,075 | |
Underlying number of units of warrants | 69,166,667 | |
Current exercise price of warrants | $0.03 | $0.03 |
Current conversion price of preferred stock | $0.03 | |
Time to expiration | 7 months 24 days | |
Risk-free interest rate | 0.0009 | |
Estimated volatility | 0.61 | |
Dividend | 0.00% | 0.00% |
Stock price at period end date | $0.02 | $0.02 |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | Jul. 31, 2014 | |
Increase (Decrease) in fair value of derivative warrant liability | $53,597 | $298,370 | ($3,362,497) |
Fair value of derivative liability | 2,689,240 | 2,635,643 | |
Additional paid in capital | 237,566 | ||
Additional recognition of gain, bChange in fair value of derivative liabilitiesb | 1,062,448 | ||
Issuing Additional Warrants | |||
Derivative warrants weighted average remaining life | 2 years 6 months | ||
Increase (Decrease) in fair value of derivative warrant liability | 53,597 | ||
Additional investment rights | 24,109 | ||
Additional recognition of gain, bChange in fair value of derivative liabilitiesb | 719,088 | ||
Issuing Additiona Investment Rights | |||
Fair value of derivative liability | $0 | $719,088 |
Income_from_Assets_Held_for_In1
Income from Assets Held for Investment, net (Details Narrative) (USD $) | 1 Months Ended |
Aug. 31, 2013 | |
Notes to Financial Statements | |
Gross proceeds from sale of real estate | $883,780 |
Property, net book value | 694,911 |
Gain on sale of real estate | 188,869 |
Partial discharge of mortgage | 606,806 |
Legal fees, interest, penalties from sale of real estate, approximation | 73,628 |
Net proceeds from sale of real estate | $203,346 |
Uncategorized_Items
Uncategorized Items | 4/30/15 | ||
USD ($) | |||
[us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1] | 0.062 | 0.84 | 0.03 |