Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Dec. 29, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | GENEREX BIOTECHNOLOGY CORP | |
Entity Central Index Key | 1,059,784 | |
Document Type | 10-K | |
Document Period End Date | Jul. 31, 2016 | |
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 | |
Entity Public Float | $ 3,854,750 | |
Entity Common Stock, Shares Outstanding | 908,541,475 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 16,899 | $ 749,965 |
Other current assets | 8,077 | 51,240 |
Total Current Assets | 24,976 | 801,205 |
Property and Equipment, Net | 1,298 | 2,869 |
Patents, Net | 1,430,016 | |
TOTAL ASSETS | 26,274 | 2,234,090 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 8,950,870 | 8,018,333 |
Loan payable | 50,000 | |
Total Current Liabilities | 9,000,870 | 8,018,333 |
Derivative Warrant Liability | 2,048,846 | 2,363,415 |
Derivative Additional Investment Rights Liability | 193,408 | 142,662 |
Total Liabilities | 11,243,124 | 10,524,410 |
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Common stock, $.001 par value; authorized 2,450,000,000 and 1,500,000,000 shares at April 30, 2016 and July 31, 2015, respectively; 903,333,142 and 825,496,238 issued and outstanding at April 30, 2016 and July 31, 2015, respectively | 908,542 | 825,496 |
Additional paid-in capital | 362,780,108 | 362,556,710 |
Accumulated deficit | (375,704,372) | (372,481,263) |
Accumulated other comprehensive income | 798,872 | 808,737 |
Total Stockholders' Deficiency | (11,216,850) | (8,290,320) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 26,274 | 2,234,090 |
Series A Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Series B Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Series C Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Series D Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Series E Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Series F Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Series G Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2016 | Jul. 31, 2015 |
Convertible preferred stock, par value (in dollars per share) | $ .001 | |
Convertible preferred stock, shares authorized | 1,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,450,000,000 | 1,500,000,000 |
Common stock, shares issued | 908,541,475 | 825,496,238 |
Common stock, shares outstanding | 908,541,475 | 825,496,238 |
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 | 750 | 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 | 1,225 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
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 | 2,075 | 670 |
Convertible preferred stock, shares outstanding | 120 | 670 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Common stock, shares issued | 27,999,999 | |
Series G Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 500 | 500 |
Convertible preferred stock, shares outstanding | 500 | 500 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Operating Expenses: | ||
Research and development | $ 467,382 | $ 1,185,384 |
General and administrative | 1,435,186 | 2,377,530 |
Total Operating Expenses | 1,902,568 | 3,562,914 |
Operating Loss | (1,902,568) | (3,562,914) |
Other Income/(Expense): | ||
Impairment of patents | (1,165,864) | (320,160) |
Interest income | 6 | |
Interest expense | (418,500) | (350,028) |
Change in fair value of derivative liabilities | 263,823 | 1,488,237 |
Gain on extinguishment of debt | 551,501 | |
Net Income/(Loss) | (3,223,109) | (2,193,358) |
Preferred Stock Dividend | 339,583 | |
Net Loss Available to Common Stockholders | $ (3,223,109) | $ (2,532,941) |
Basic and Diluted Net Loss Per Common Share | $ (0.004) | $ (0.003) |
Weighted Average Number of Shares of Common Stock Outstanding - basic and diluted | 880,941,375 | 793,346,901 |
Other Comprehensive (Loss) / Income | ||
Net Income/(Loss) | $ (3,223,109) | $ (2,193,358) |
Change in foreign currency translation adjustments | (9,865) | 36,663 |
Comprehensive Loss | (3,232,974) | (2,156,695) |
Preferred Stock Dividend | 339,583 | |
Comprehensive Loss Available to Common Stockholders | $ (3,232,974) | $ (2,496,278) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Preferred Stock | ||
Balance | ||
Balance (in shares) | 1,170 | 1,250 |
Issuance of preferred stock in financing | ||
Issuance of preferred stock in financing (in shares) | 500 | |
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock upon conversion of preferred stock (in shares) | (550) | (580) |
Net loss | ||
Preferred stock dividend | ||
Currency translation adjustment | ||
Balance | ||
Balance (in shares) | 620 | 1,170 |
Common Stock | ||
Balance | $ 825,496,238 | $ 778,512 |
Balance (in shares) | 825,496 | 778,512,092 |
Issuance of common stock in exchange for services | $ 300 | $ 5,810 |
Issuance of common stock in exchange for services (in shares) | 300,000 | 5,809,780 |
Issuance of preferred stock in financing | ||
Issuance of common stock upon conversion of preferred stock | $ 36,667 | $ 25,775 |
Issuance of common stock upon conversion of preferred stock (in shares) | 36,666,665 | 25,775,002 |
Issuance of common stock for preferred stock make whole payments | 20,139 | 8,983 |
Issuance of common stock for preferred stock make whole payments (in shares) | 20,139,207 | 8,983,048 |
Exercise of stock options for cash | $ 25,940 | $ 6,416 |
Exercise of stock options for cash (in shares) | 25,939,365 | 6,416,316 |
Net loss | ||
Preferred stock dividend | ||
Currency translation adjustment | ||
Balance | $ 908,542 | $ 825,496,238 |
Balance (in shares) | 908,541,475 | 825,496 |
Additional Paid-In Capital | ||
Balance | $ 362,307,678 | |
Balance (in shares) | 362,556,710 | |
Issuance of common stock in exchange for services | $ 4,200 | |
Issuance of common stock in exchange for services (in shares) | 127,190 | |
Issuance of preferred stock in financing | ||
Issuance of common stock upon conversion of preferred stock | $ (36,667) | $ (25,775) |
Issuance of common stock for preferred stock make whole payments | 128,361 | 147,617 |
Exercise of stock options for cash | $ (25,940) | |
Issuance of stock options for compensation liabilities | 123,147 | |
Issuance of stock options as compensation | 30,297 | |
Net loss | ||
Preferred stock dividend | ||
Currency translation adjustment | ||
Balance | $ 362,780,108 | |
Balance (in shares) | 362,556,710 | |
Accumulated Deficit | ||
Balance | $ (369,948,322) | |
Balance (in shares) | (372,481,263) | |
Issuance of common stock in exchange for services | ||
Issuance of common stock in exchange for services (in shares) | ||
Issuance of preferred stock in financing | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | ||
Exercise of stock options for cash | ||
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Net loss | (3,223,109) | (2,193,358) |
Preferred stock dividend | (339,583) | |
Currency translation adjustment | ||
Balance | $ (375,704,372) | |
Balance (in shares) | (372,481,263) | |
Accumulated Other Comprehensive Income (Loss) | ||
Balance | $ 772,074 | |
Balance (in shares) | 808,737 | |
Issuance of common stock in exchange for services | ||
Issuance of common stock in exchange for services (in shares) | ||
Issuance of preferred stock in financing | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | ||
Exercise of stock options for cash | ||
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Net loss | ||
Preferred stock dividend | ||
Currency translation adjustment | (9,865) | $ 36,663 |
Balance | 798,872 | |
Balance (in shares) | 808,737 | |
Balance | $ (8,290,320) | $ (6,090,058) |
Balance (in shares) | (8,290,320) | |
Issuance of common stock in exchange for services | $ 4,500 | $ 133,000 |
Issuance of common stock in exchange for services (in shares) | 133,000 | |
Issuance of preferred stock in financing | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | 148,500 | 156,600 |
Exercise of stock options for cash | $ 6,416 | |
Issuance of stock options for compensation liabilities | 123,147 | |
Issuance of stock options as compensation | 30,297 | |
Net loss | (3,223,109) | (2,193,358) |
Preferred stock dividend | (339,583) | |
Currency translation adjustment | (9,865) | 36,663 |
Balance | $ (11,216,850) | $ (8,290,320) |
Balance (in shares) | (8,290,320) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net Income (loss) | $ (3,223,109) | $ (2,193,358) |
Adjustments to reconcile net (loss) / income to net cash used in operating activities: | ||
Depreciation and amortization | 265,210 | 380,680 |
Common stock issued for services rendered | 4,500 | 133,000 |
Write-off of patents | 1,165,864 | 320,160 |
Issuance of stock options as compensation | 27,344 | |
Common stock issued for interest on convertible debentures and preferred stock | 148,500 | 156,600 |
Change in fair value of derivative liabilities | (263,823) | (1,488,237) |
Changes in operating assets and liabilities | ||
Accounts payable and accrued expenses | 1,056,955 | (117,739) |
Deferred revenue | (223,662) | |
Other current assets | 43,076 | 147,820 |
Net Cash Used in Operating Activities | (775,483) | (2,884,736) |
Cash Flows From Investing Activities: | ||
Costs incurred for patents | (90,982) | |
Net Cash (Used in)/Provided By Investing Activities | (90,982) | |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of long-term debt | 50,000 | |
Proceeds from exercise of stock options | 2,952 | 6,416 |
Proceeds from issuance of preferred stock, net | 475,000 | |
Net Cash Provided by Financing Activities | 52,952 | 481,416 |
Effect of Exchange Rates on Cash | (10,535) | (25,222) |
Net Decrease in Cash and Cash Equivalents | (733,066) | (2,519,524) |
Cash and Cash Equivalents, Beginning of Year | 749,965 | 3,269,489 |
Cash and Cash Equivalents, End of Year | 16,899 | 749,965 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid in cash | ||
Issuance of stock options to satisfy compensation liabilities | $ 123,147 |
Organization and Business
Organization and Business | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Business | Note 1 - Organization of Business and Going Concern: Generex Biotechnology Corporation (the Company) and its wholly-owned subsidiary Generex Pharmaceuticals, Inc. has been engaged in the research and development of drug delivery systems and technology. Since its inception, the Company has devoted its efforts and resources to the development of a platform technology for the oral administration of large molecule drugs, including proteins, peptides, monoclonal antibodies, hormones and vaccines, which historically have been administered by injection, either subcutaneously or intravenously. The Companys wholly-owned subsidiary, Antigen Express, Inc. (Antigen), has been engaged in research and development of technologies and immunomedicines for the treatment of malignant, infectious, autoimmune and allergic diseases. The Companys immunomedicine products work by stimulating the immune system to either attack offending agents (i.e., cancer cells, bacteria, and viruses) or to stop attacking benign elements (i.e., self proteins and allergens). The immunomedicine products are based on two platform technologies that were discovered by an executive officer of Antigen, the Ii-Key hybrid peptides and Ii-Suppression. These technologies are expected to greatly boost immune cell responses which diagnose and treat the ailments and conditions. The Company has a limited history of operations and limited revenue to date. Although the Company has had several product candidates that are in various research or early stages of pre-clinical and clinical development, due to its lack of funding the Company has effectively ceased these operations and is now seeking new investment opportunities (see Note 15). There can be no assurance that the Company will be successful in completing these investment opportunities and maintaining its position as a going concern. |
Going Concern
Going Concern | 12 Months Ended |
Jul. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern The accompanying consolidated financial 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 $376 million and a working capital deficiency of approximately $9.0 million at July 31, 2016. The Company has funded its activities to date almost exclusively from debt and equity financings, as well as the sale of real estate assets. The Company will continue to require substantial funds to implement its new investment acquisition plans. Managements 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. These factors raise substantial doubt regarding the Companys 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 consolidated financial 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 as a going concern. The Companys 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Cash and Cash Equivalents The Company considers Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, which range from three to thirty years. Gains and losses on depreciable assets retired or sold are recognized in the statement of operations and comprehensive loss in the year of disposal. Repairs and maintenance expenditures are expensed as incurred. Patents Capitalized patent costs represent legal costs incurred to establish patents and a portion of the acquisition price paid attributed to patents upon the acquisition of Antigen in August 2003. When patents reach a mature stage, any associated legal costs are comprised mostly of maintenance fees and costs of national applications and are expensed as incurred. Capitalized patent costs are amortized on a straight line basis over the remaining life of the patent. As patents are abandoned, the net book value of the patent is written off. Impairment or Disposal of Long-Lived Assets and Intangibles The Company assesses the impairment of long-lived assets under FASB ASC Topic 360 whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable and exceeds its fair value. The carrying amount of the long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. All patents were written off in the fiscal year ended July 31, 2016. Derivative Warrant Liability The Companys derivative warrant instruments are measured at fair value using the binomial valuation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, 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 warrant. The liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss under the caption Change in fair value of derivative warrant liability. See Note 9 Derivative Liabilities Revenue Recognition and Deferred Revenue Revenues from the sale of commercial products are recognized at the time title of goods passes to the buyer and the buyer assumes the risks and rewards of ownership. Sales are reported net of estimated returns and allowances, discounts, mail-in rebate redemptions and credit card chargebacks. If actual sales returns, allowances, discounts, mail-in rebate redemptions or credit card chargebacks are greater than estimated by management, additional expense may be incurred. Research and Development Costs Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs, including payroll costs, and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development tax credit arrangements are offset against current research and development expense. Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. At The Company adopted the FASB guidance concerning accounting for uncertainty in income taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, as of August 1, 2007. The guidance requires that the Company determine whether it is more likely than not that a tax position will not be sustained upon examination by the appropriate taxing authority. If a tax position does not meet the more likely than not recognition criterion, the guidance requires that the tax position be measured at the largest amount of benefit greater than 50 percent not likely of being sustained upon ultimate settlement. Based on the Companys evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements. Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. Net Loss per Common Share Basic earnings per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. Refer to Note 12 for methodology for determining net loss per share. Comprehensive Income/(Loss) Other comprehensive income/(loss), which includes only foreign currency translation adjustments, is shown in the consolidated statements of operations and comprehensive loss and in the consolidated statements of changes in stockholders deficiency. Concentration of Credit Risk The Company maintains cash balances, at times, with financial institutions in excess of amounts insured by the Canada Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions and has not experienced any collection losses with these financial institutions. Foreign Currency Translation Foreign denominated assets and liabilities of the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period. Income statement accounts are translated at a weighted average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiarys financial statements from local currency to U.S. currency are recorded in the other comprehensive loss component of stockholders equity. Fair Value of Financial Instruments Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities The Companys financial instruments consist of cash and cash equivalents, other current assets, accounts payable and accrued expenses, loan payable as well as derivative warrant liabilities and derivative additional investment rights. All of these items, except for the derivative warrant liabilities and derivative additional investment rights, were determined to be Level 1 fair value measurements. The carrying amounts of cash and cash equivalents, other current assets, accounts payable and accrued expenses and the loan payable approximate their respective fair values because of the short maturities of these instruments. The Company has determined its derivative warrant liability and its derivative additional investment rights liability to be Level 2 fair value measurements and has used the binomial lattice model valuation method to calculate the fair value of the derivative warrant liability and the derivative additional investment rights liability at July 31, 2016 and 2015. See Note 9 Derivative Liabilities Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates, including those related to long lived assets (including patents) impairment valuations, derivatives and contingencies and litigation, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting estimates are reviewed and discussed with the Board of Directors. The Company considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made, if changes in the estimate or if different estimates that could have been selected would have a material impact on our results of operations or financial condition. Effects of Recent Accounting Pronouncements 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. In August 2014, the FASB issued guidance regarding disclosure of uncertainties about an entitys ability to continue as a going concern. The guidance will be effective for the Companys fiscal year ended July 31, 2017 and subsequent interim periods. The Company has determined that this accounting standard has no impact on its consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 Property and Equipment The costs and accumulated depreciation of property and equipment are summarized as follows: July 31, 2016 2015 Furniture and Fixtures $ 10,900 $ 10,954 Less: Accumulated depreciation 9,602 8,085 Property and Equipment, net $ 1,298 $ 2,869 Depreciation expense related to property and equipment amounted to $1,517 and $1,726 for the years ended July 31, 2016 and 2015, respectively. |
Patents
Patents | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Patents | Note 4 - Patents The costs and accumulated amortization of patents are summarized as follows: July 31, 2016 2015 Patents $ $ 4,705,715 Less: Accumulated amortization 3,275,699 Patents, net $ $ 1,430,016 Weighted average life 0 years 6.6 years Amortization expense amounted to $281,894 and $378,954 for the years ended July 31, 2016 and 2015, respectively. No amortization expense is expected for the years ended July 31, 2017 through 2022. During the year ended July 31, 2016, the Company wrote off patents with a net book value of $1,165,864 as the patents had been abandoned or were no longer being used. During the year ended July 31, 2015, the Company wrote off patents with a net book value of $320,160 as the patents had been abandoned or were no longer being used. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 - Income Taxes The Company has incurred losses since inception, which have generated net operating loss (NOL) carryforwards. The NOL carryforwards arise from both United States and Canadian sources. Pre-tax (losses) arising from domestic operations (United States) were $(1,374,725) and $(677,616) for the years ended July 31, 2016 and 2015, respectively. Pre-tax (losses) arising from foreign operations (Canada) were $(504,101) and $(1,515,741) for the years ended July 31, 2016 and 2015, respectively. As of July 31, 2016, the Company has NOL carryforwards in Generex Biotechnology Corporation of approximately $201 million, which expire in 2018 through 2036, in Generex Pharmaceuticals Inc. of approximately $32 million, which expire in 2017 through 2036, and in Antigen Express, Inc. of approximately $29 million, which expire in 2026 through 2036. These loss carryforwards are subject to limitation due to the acquisition of Antigen and may be limited in future years due to certain structural ownership changes which have occurred over the last several years related to the Companys equity and convertible debenture financing transactions. For the years ended July 31, 2016 and 2015, the Companys effective tax rate differs from the federal statutory rate principally due to net operating losses and other temporary differences for which no benefit was recorded. Deferred income taxes consist of the following: July 31, 2016 2015 Net operating loss carryforwards $ 86,895,338 $ 86,370,251 Other temporary differences 150,004 338,000 Intangible assets 108,022 Total Deferred Tax Assets 87,045,342 86,816,273 Valuation Allowance (86,678,987 ) (86,816,273 ) Deferred Tax Liabilities Intangible assets (366,355 ) Other temporary differences Total Deferred Tax Liabilities Net Deferred Income Taxes $ $ A reconciliation of the United States Federal Statutory rate to the Companys effective tax rate for the years ended July 31, 2016 and 2015 is as follows: July 31, 2016 2015 Federal statutory rate (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: Imputed interest income on intercompany receivables from foreign subsidiaries 4 4 Non-deductible or non-taxable items (3 ) (24 ) Other temporary differences 26 170 Change in valuation allowance 7 (116 ) Effective tax rate % % As of July 31, 2016, the Company had no tax benefits which have not been fully allowed for, and no adjustment to its financial position, results of operations or cash flows was required. The Company does not expect that unrecognized tax benefits will increase within the next twelve months. The Company records interest and penalties related to tax matters within other expense on the accompanying consolidated statement of operations. These amounts are not material to the consolidated financial statements for the periods presented. Generally, tax years 2013 to 2016 remain open to examination by the Internal Revenue Agency or other tax jurisdictions to which the Company is subject. The Companys Canadian tax returns are subject to examination by federal and provincial taxing authorities in Canada. Generally, tax years 2008 to 2016 remain open to examination by the Canada Revenue Agency or other tax jurisdictions to which the Company is subject. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses and Deferred Revenue | 12 Months Ended |
Jul. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 6 - Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: July 31, 2016 2015 Accounts Payable and Accruals - General and Administrative $ 3,750,638 $ 3,156,951 Accounts Payable and Accruals - Research and Development 4,395,061 3,861,902 Accounts Payable and Accruals - Selling and Marketing 326,229 326,250 Accrued Make-whole Payments on Convertible Preferred Stock (See Note 8) 167,400 315,900 Executive Compensation and Directors Fees Payable 311,542 357,330 Total $ 8,950,870 $ 8,018,333 In the fiscal year ended July 31, 2016 the Company did not have extinguishment of debt. In the fiscal year ended July 31, 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. In addition, the Company wrote off a balance of $223,662 previously reported as deferred revenue on the consolidated balance sheets. These amounts have been reported on the Companys consolidated statements of operations and comprehensive loss under the caption Gain on extinguishment of debt and are included in the changes in accounts payable and accrued expenses and deferred revenue categories, respectively in the consolidated statements of cash flows. During the year the Company received a loan in the amount of $50,000 in order to fund certain operating costs. This loan is unsecured, due on demand and bears interest at a rate of 9% per annum. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 7 - Commitments and Contingent Liabilities Leases As at July 31, 2016 the Company does not have any outstanding operating lease agreements for the use of operating space, vehicles and office equipment. Lease expense amounted to approximately $25,000 and $59,000 for the years ended July 31, 2016 and 2015, respectively. 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 Controlled Releases of Drugs or Hormones in Biodegradable Polymer Microspheres 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 Ltd., 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 plaintiffs 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 plaintiffs 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 Companys 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 vendors 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 partys 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 Companys 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. Employment Agreements As of July 31, 2015, the Company had an employment arrangement with its President & Chief Executive Officer, whereby the Company is required to pay an annual base salary of $475,000. The term of service for this executive extended through March 16, 2008, which term had not been formally extended as of July 31, 2015. In the event the agreement is terminated, by reason other than cause, death, voluntary retirement or disability, the Company is required to pay the employee in one lump sum twelve months base salary and the average annual bonus. During fiscal 2016 this executive resigned and the Company is no longer subject to the potential termination payment. As of July 31, 2015, the Company has an at will employment agreement with an Antigen employee requiring the Company to pay an annual aggregate salary of $260,480 to the employee. In the event the agreement is terminated by reason other than death, disability, a voluntary termination not for good reason (as defined in the agreement) or a termination for cause, the Company is required to pay the employee severance of six months salary ($130,240), in accordance with the terms of the individuals employment agreement. During fiscal 2016 this executive resigned and the Company is no longer subject to the potential termination payment. |
Series A, B, C, D, E, F & G 9%
Series A, B, C, D, E, F & G 9% Convertible Preferred Stock | 12 Months Ended |
Jul. 31, 2016 | |
Series B C D E F G 9 Convertible Preferred Stock | |
Series A, B, C, D, E & F 9% Convertible Preferred Stock | Note 8 - Series A, B, C, D, E, F & G 9% Convertible Preferred Stock: 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 stock. An aggregate of 17,166,666 shares of the Companys common stock were issuable upon conversion of the convertible preferred stock which was issued at the initial closing. As of the end of the Companys 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 stock. An aggregate of 13,333,333 shares of the Companys 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 Companys 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 stock. An aggregate of 9,375,000 shares of the Companys 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 Companys 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 stock. An aggregate of 24,999,999 shares of the Companys 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 Companys 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 stock. An aggregate of 40,833,335 shares of the Companys 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 Companys common stock are issuable upon conversion of the Series E convertible preferred stock which was issued at the closing on January 15, 2014. The conversion price for the Series E Convertible Preferred Stock was adjusted from $0.03 to $0.015 after the Series G Convertible Preferred Stock financing on June 24, 2015 and the number of common shares underlying the 25 Series E Convertible Preferred Stock outstanding at that date increased from 833,333 to 1,666,666. As of July 31, 2015, all of the Series E convertible preferred stock had been converted to common stock. There were 68,333,333 shares of common stock issued upon the conversion of the Series E convertible preferred stock and Similar to the accounting treatment of the Series F and G 9% Convertible Preferred Stock below, as the assigned fair values of the various components of the financing were greater than the net cash proceeds from the transaction, the excess of $472,279 was treated as a deemed dividend for accounting purposes and was reported on the Companys consolidated statement of operations and comprehensive loss for the fiscal year ended July 31, 2014 under the caption Preferred Stock Dividend. Series F and G 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 stock. An aggregate of 69,166,667 shares of the Companys common stock were issuable upon conversion of the Series F convertible preferred stock which was issued at the closing on March 27, 2014. The Company has authorized 1,000 shares of Series G 9% Convertible Preferred Stock with a stated value of one thousand ($1,000) per share. Pursuant to a securities purchase agreement dated June 24, 2015, the Company sold an aggregate of 500 shares of Series G convertible preferred stock, as well as accompanying warrants to purchase 33,333,333 shares of common stock. An aggregate of 33,333,333 shares of the Companys common stock are issuable upon conversion of the Series G convertible preferred stock which was issued at the closing on June 24, 2015. Subject to certain ownership limitations, the convertible preferred stock is convertible at the option of the holder at any time into shares of the Companys common stock at an effective conversion price of $0.015 per share (Note: The conversion price for the Series F Convertible Preferred Stock was adjusted from $0.03 to $0.015 in conjunction with the Series G Convertible Preferred Stock financing on June 24, 2015), 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, 2014 and June 30, 2015, respectively, and on each conversion date in cash, or at the Companys option, in shares of common stock. In the event that the Series F and G convertible preferred stock is converted prior to March 27, 2017 and June 24, 2018, 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 Companys 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 Companys common stock pursuant to the fundamental transaction. The conversion price for the Series F Convertible Preferred Stock was adjusted from $0.03 to $0.015 for the Series F Convertible Preferred Stock in conjunction with the Series G Convertible Preferred Stock on June 24, 2015 and the number of common shares underlying the 838 Series F Convertible Preferred Stock outstanding at that date increased from 27,941,667 to 55,883,333. In conjunction with the issuance of the Series F convertible preferred stock in March 2014 and the issuance of the Series G convertible preferred stock in June 2015, the Company also issued 69,166,667 and 33,333,333 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 $0.015 per share of common stock (Note: The conversion price for the warrants issued in the Series F Convertible Preferred Stock financing was adjusted from $0.03 to $0.015 in conjunction with the Series G Convertible Preferred Stock financing on June 24, 2015 and the number of warrants increased from 69,166,667 to 138,333,334). 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 Companys common stock pursuant to the fundamental transaction. These warrants have been classified as derivative liabilities and are described further in Note 9 Derivative Liabilities . In addition, until the first anniversary date of the March 2014 securities purchase agreement and the first anniversary of the August 19, 2015 shareholder approval of the increase in authorized stock, respectively, 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 and $500,000, respectively, which units will have terms identical to the units of convertible preferred stock and warrants issued in connection with the March 2014 and June 2015 closings. These additional investment rights of the investors have been classified as derivative liabilities and are described further in Note 9 Derivative Liabilities . As of July 31, 2016, 1,955 of the Series F convertible preferred stock had been converted to common stock. There were 89,108,331 shares of common stock issued upon the conversion of the Series F convertible preferred stock and 36,533,878 shares of common stock issued as make-whole payments on such conversions. As of July 31, 2016, none of the Series G convertible preferred stock had been converted to common stock. Accounting for proceeds from the Series F convertible preferred stock financing The initial cash proceeds, net of issuance costs of $55,000, 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 Companys consolidated statement of operations and comprehensive loss 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 9 Derivative Liabilities 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 $32,400 after conversions (2015 - $180,900) is included in Accounts Payable and Accrued Expenses (see Note 6) at July 31, 2016. Accounting for proceeds from the Series G convertible preferred stock financing The initial cash proceeds, net of issuance costs of $25,000, from the Series G convertible preferred stock financing in June 2015 were $475,000. 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 Companys consolidated statement of operations and comprehensive loss for the fiscal year ended July 31, 2015 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 9 Derivative Liabilities Accounting allocation of initial proceeds Net proceeds $ 475,000 Derivative warrant liability fair value (354,535 ) Derivative additional investment rights fair value (285,048 ) Other issuance costs (finders fee) (40,000 ) Make whole payments liability (135,000 ) Deemed dividend $ (339,583 ) The initial make-whole payments of $135,000 on the Series G convertible preferred stock were accrued as of the date of the financing and the balance (no conversions have taken place) is included in Accounts Payable and Accrued Expenses (see Note 6) at July 31, 2016 and 2015. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jul. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities: | Note 9 - 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 Companys derivative instruments have been measured at fair value at July 31, 2016 and 2015 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 and comprehensive loss. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Companys consolidated cash flows. The derivative warrants outstanding at July 31, 2016 are all currently exercisable with a weighted-average remaining life of 2.1 years. The revaluation of the warrants at the end of the respective reporting periods resulted in the recognition of a gain of $314,569 within the Companys consolidated statements of operations and comprehensive loss for the fiscal year ended July 31, 2016 and a gain of $626,763 within the Companys consolidated statements of operations and comprehensive loss for the fiscal year ended July 31, 2015, which are included in the consolidated statement of operations and comprehensive loss under the caption Change in fair value of derivative liabilities. The fair values of the warrants at July 31, 2016 and 2015 were $2,048,846 and $2,363,415, 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, 2014 until July 31, 2016: Value No. of Warrants Balance at August 1, 2014 Derivative warrant liability $ 2,635,643 239,788,852 Additional warrants from price protection features of existing warrants 2,111,077 239,788,852 Additional warrants issued in June 2015 financing 354,535 33,333,333 Decrease in fair value of derivative warrant liability (2,737,840 ) n/a Balance at July 31, 2015 Derivative warrant liability 2,363,415 512,911,037 Forfeited or expired (455,573 ) (129,033,516 ) Increase in fair value of derivative warrant liability 141,004 n/a Balance at July 31, 2016 Derivative warrant liability $ 2,048,846 383,877,521 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 July 31, 2016 and July 31, 2015. 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 July 31, 2016 and July 31, 2015 fair value calculations were as follows: July 31, 2016 July 31, 2015 Current exercise price $ 0.015 $ 0.015 Time to expiration 2.1 years 2.5 years Risk-free interest rate 0.76 % 1.08 % Estimated volatility 101 % 82 % Dividend -0- -0- Stock price at period end date $ 0.008 $ 0.010 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 from the March 2014 Series F financing expired in March 2015 and their value at July 31, 2016 is zero. The fair value of the derivative liability associated with the additional investment rights was determined to be $193,408 (June 2015 Series G financing) and $142,662 (June 2015 Series G financing) at July 31, 2016 and 2015, respectively. The key inputs used in the fair value calculation at July 31, 2016 and 2015 were as follows: July 31, 2016 July 31, 2015 Underlying number of units of convertible preferred stock 500 500 Underlying number of units of warrants 33,333,333 33,333,333 Current exercise price of warrants $ 0.015 $ 0.015 Current conversion price of preferred stock $ 0.015 $ 0.015 Time to expiration 0.05 years 1.05 years Risk-free interest rate 0.38 % 0.30 % Estimated volatility 13 % 79 % Dividend -0- -0- Stock price at period end date $ 0.008 $ 0.010 The revaluation of the additional investment rights in the fiscal year ended July 31, 2016, resulted in the recognition of a loss of $50,746 and in the fiscal year ended July 31, 2015, the revaluation resulted in the recognition of a gain of $861,474. The gains and losses are recorded within the Companys consolidated statements of operations and comprehensive loss under the caption Change in fair value of derivative liabilities. |
Stockholders_ Deficiency
Stockholders’ Deficiency | 12 Months Ended |
Jul. 31, 2016 | |
Equity [Abstract] | |
Stockholders’ (Deficiency)/Equity: | Note 10 - Stockholders Deficiency Warrants As of July 31, 2016, the Company has the following warrants to purchase common stock outstanding: Number of Shares to be Purchased* Warrant Exercise Price per Share Warrant Expiration Date 54,545,440 $ 0.015 September 30, 2016 11,350,454 $ 0.015 February 1, 2017 9,999,998 $ 0.015 August 10, 2017 16,648,288 $ 0.015 December 12, 2017 68,333,338 $ 0.015 June 17, 2018 51,333,336 $ 0.015 January 15, 2019 138,333,334 $ 0.015 March 27, 2019 33,333,333 $ 0.015 June 25, 2020 383,877,521 * All outstanding warrants are subject to price protection provisions as described below. There are 383,877,521 warrants outstanding as of July 31, 2016. During the fiscal year ended July 31, 2016, 129,033,516 warrants, which had an exercise price of $0.015 per warrant, expired. There were no warrants exercised for the fiscal year ended July 31, 2016. The outstanding warrants at July 31, 2016 have a weighted average exercise price of $0.015 per share and have a weighted average remaining life of 2.1 years. As of July 31, 2016, the Company has 383,877,521 warrants with a current exercise price of $0.015 which have price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Companys 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 conversion price for all previously outstanding warrants was adjusted from $0.03 to $0.015 in conjunction with the Series G Convertible Preferred Stock financing on June 24, 2015 and the total number of previously outstanding warrants increased from 239,788,852 to 479,577,704, in addition to the 33,333,333 warrants issued in the financing. The Company accounts for the warrants with price protection provisions in accordance with FASB ASC Topic 815 as described in Note 9 - Derivative Liabilities Preferred Stock The Company has authorized 1,000,000 shares of preferred stock with a par value of one-tenth of a cent ($.001) per share. The preferred stock may be issued in various series and shall have preference as to dividends and to liquidation of the Company. The Companys Board of Directors is authorized to establish the specific rights, preferences, voting privileges and restrictions of such preferred stock, or any series thereof. At July 31, 2016, 120 shares of the Companys non-voting Series F 9% Convertible Preferred Stock and 500 shares of the Companys non-voting Series G 9% Convertible Preferred Stock were issued and outstanding. At July 31, 2015, 670 shares of the Companys non-voting Series F 9% Convertible Preferred Stock and 500 shares of the Companys non-voting Series G 9% Convertible Preferred Stock were issued and outstanding. See Note 8 - Series A, B, C, D, E, F and G 9% Convertible Preferred Stock Equity Instruments Issued for Services Rendered During the years ended July 31, 2016 and 2015, the Company issued stock options, warrants and shares of common stock in exchange for services rendered to the Company. The fair value of each stock option and warrant was valued using the Black Scholes pricing model which takes into account as of the grant date the exercise price and expected life of the stock option or warrant, 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 stock option or warrant. Shares of common stock are valued at the quoted market price on the date of grant. The fair value of each grant was charged to the related expense in the consolidated statement of operations for the services received (see Note 11). |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation: | Note 11 Stock-Based Compensation Stock Option Plans As of July 31, 2016, 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 July 31, 2016, there were 4,138,916 and 64,484,808 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. Share-based employee compensation related to stock options for the years ended July 31, 2016 and 2015 amounted to $30,297 and $0 for each year and were charged to the consolidated statements of operations and comprehensive loss. In addition, during 2016 the Company issued 15,393,364 stock options in satisfaction of deferred compensation amounts totalling $123,147 owing to executives at that time (2015 nil). Share-based employee compensation related to common stock grants for the years ended July 31, 2016 and 2015 amounted to $0 for both fiscal years. 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 fiscal years ended July 31, 2016 and 2015. The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plan: Options Weighted Average Exercise Price per Share Outstanding - July 31, 2014 37,964,390 $ 0.06 Forfeited or expired (1,315,000 ) $ 0.69 Exercised (6,416,316 ) $ 0.001 Outstanding - July 31, 2015 30,233,074 $ 0.05 Granted 18,345,768 $ 0.001 Forfeited or expired (3,000,000 ) $ 0.28 Exercised (25,939,365 ) $ 0.001 Outstanding - July 31, 2016 19,639,477 $ 0.03 Exercisable - July 31, 2016 19,639,477 $ 0.03 The 19,639,477 outstanding options at July 31, 2016 had a weighted average remaining contractual term of 2.79 years. There were no non-vested common stock options granted, vested or forfeited under the Plan for the fiscal year ended July 31, 2016. As of July 31, 2015, the Company did not have any unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. During the twelve months ended July 31, 2016, the Company granted 18,345,768 options to executives, employees and directors in full and final payment of obligations to pay such individuals deferred salary or director fees. The options were issued in lieu of cash payment of deferred compensation amounts due to such individuals. The stock options had an exercise price equal to $0.001 per share and were made pursuant to the terms of the Company's 2006 Stock Plan. The options were fully vested at the dates of the grants and expire on the fifth anniversary of the respective dates of grant. The grants were valued at the amount of deferred compensation owed to each such individual. The Company did not grant any options during the twelve months ended July 31, 2015. The following table summarizes information on stock options outstanding at July 31, 2016: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at July 31, 2016 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 0.001 18,789,477 $ 0.001 2.76 $ 0.64 850,000 $ 0.64 3.61 19,639,477 $ 0.029 2.79 $ 129,647 For the Years Ended July 31, 2016 2015 Aggregate Intrinsic Value of Options Exercised $ 363,151 $ 129,908 Cash Received for Exercise of Stock Options $ 2,952 $ 6,416 The intrinsic value is calculated as the difference between the market value as of July 31, 2016 and 2015 and the exercise price of the shares on the respective dates. The market values as of July 31, 2016 and 2015 were $0.079 and $0.010, respectively, based on the high and low bid information for July 31, 2016 and 2015. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Jul. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 12 - Net Loss per Share Basic loss per share (EPS) and Diluted EPS for the years ended July 31, 2016 and 2015 have been computed by dividing the net loss available to common stockholders for each respective period by the weighted average shares outstanding during that period. All outstanding options, warrants, non-vested restricted stock and shares to be issued upon conversion of the outstanding convertible preferred stock, representing approximately 456,010,331 and 642,204,110 incremental shares, have been excluded from the respective 2016 and 2015 computation of diluted EPS as they are anti-dilutive. |
Segment Information
Segment Information | 12 Months Ended |
Jul. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 13 - Segment Information The Company follows FASB ASC Topic 815 which establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. This Topic also establishes standards for related disclosures about products and services, geographic areas, and major customers. This Topic uses a management approach for determining segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Companys reportable segments. The Companys management reporting structure provides for only one segment: the research, development and commercialization of drug delivery systems and technologies for metabolic and immunological diseases. The countries in which the Company had identifiable assets are presented in the following table. Identifiable assets are those that can be directly associated with a geographic area. 2016 2015 Identifiable Assets Canada $ 25,930 $ 1,004,337 United States 344 1,229,753 Total $ 26,274 $ 2,234,090 |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) | 12 Months Ended |
Jul. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (Unaudited) | Note 14 Quarterly Information (Unaudited) The following schedule sets forth certain unaudited financial data for the preceding eight quarters ending July 31, 2016. In our opinion, the unaudited information set forth below has been prepared on the same basis as the audited information and includes all adjustments necessary to present fairly the information set forth herein. The operating results for the quarter are not indicative of results for any future period. Q1 Q2 Q3 Q4 Fiscal Year July 31, 2016: Revenues, net $ -0- $ -0- $ -0- $ -0- Operating loss $ (1,317,579 ) $ (157,532 ) $ (144,298 ) $ (283,159 ) Net income/(loss) $ (1,731,265 ) $ (47,390 ) $ 918,361 $ (2,362,815 ) Net income/(loss) available to common stockholders $ (1,731,265 ) $ (47,390 ) $ 918,361 $ (2,362,815 ) Net income/(loss) per share $ (0.0020 ) $ (0.0001 ) $ 0.0010 $ (0.0027 ) Fiscal Year July 31, 2015 Revenues, net $ -0- $ -0- $ -0- $ -0- Operating loss $ (908,469 ) $ (835,147 ) $ (851,601 ) $ (967,797 ) Net income/(loss) $ 49,623 $ (511,916 ) $ (1,396,157 ) $ (334,908 ) Net income/(loss) available to common stockholders $ 49,623 $ (511,916 ) $ (1,396,157 ) $ (674,491 ) Net loss per share $ 0.0001 $ (0.0006 ) $ (0.0018 ) $ (0.0008 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events On August 26, 2016, the Company signed a Letter of Intent to acquire 51% of Hema Diagnostic Systems, LLC (HDS) for consideration of $250,000 worth of the Companys restricted common stock. The number of stock issued for the transaction will be calculated based on the average over-the-counter closing price of the Companys common stock for the ten trading days immediately preceding the Closing Date. The Company will also issue, in consideration for the purchase, a warrant to acquire 15,000,000 shares of Generex common stock, at a per-share strike price equal to the over-the-counter closing price of the Companys stock on the date that the restricted common stocks were issued. It is the Companys intention to initiate a reverse stock-split following the acquisition of HDS. This acquisition of HDS has not been finalized as at the date of yet, and it is expected to finalize during the fiscal year 2017. On December 27, 2016, the Company filed a Certificate of Amendment to effect a reverse stock split. Upon approval by the Financial Industry Regulatory Authority (FINRA), each 1,000 shares of the Companys common stock issued and outstanding at the effective time shall automatically be combined into one issued, fully paid and non-assessable share of common stock. This potential reverse stock-split has not been reflected in the share or per share amounts disclosed in these consolidated financial statements. The Company has evaluated subsequent events occurring after the balance sheet date through the date the consolidated financial statements were issued. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, which range from three to thirty years. Gains and losses on depreciable assets retired or sold are recognized in the statement of operations and comprehensive loss in the year of disposal. Repairs and maintenance expenditures are expensed as incurred. |
Patents | Patents Capitalized patent costs represent legal costs incurred to establish patents and a portion of the acquisition price paid attributed to patents upon the acquisition of Antigen in August 2003. When patents reach a mature stage, any associated legal costs are comprised mostly of maintenance fees and costs of national applications and are expensed as incurred. Capitalized patent costs are amortized on a straight line basis over the remaining life of the patent. As patents are abandoned, the net book value of the patent is written off. |
Impairment or Disposal of Long-Lived Assets and Intangibles | Impairment or Disposal of Long-Lived Assets and Intangibles The Company assesses the impairment of long-lived assets under FASB ASC Topic 360 whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable and exceeds its fair value. The carrying amount of the long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. All patents were written off in the fiscal year ended July 31, 2016. |
Derivative Warrant Liability | Derivative Warrant Liability The Companys derivative warrant instruments are measured at fair value using the binomial valuation model which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, 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 warrant. The liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss under the caption Change in fair value of derivative warrant liability. See Note 9 Derivative Liabilities |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenues from the sale of commercial products are recognized at the time title of goods passes to the buyer and the buyer assumes the risks and rewards of ownership. Sales are reported net of estimated returns and allowances, discounts, mail-in rebate redemptions and credit card chargebacks. If actual sales returns, allowances, discounts, mail-in rebate redemptions or credit card chargebacks are greater than estimated by management, additional expense may be incurred. |
Research and Development Costs | Research and Development Costs Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs, including payroll costs, and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development tax credit arrangements are offset against current research and development expense. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. At The Company adopted the FASB guidance concerning accounting for uncertainty in income taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, as of August 1, 2007. The guidance requires that the Company determine whether it is more likely than not that a tax position will not be sustained upon examination by the appropriate taxing authority. If a tax position does not meet the more likely than not recognition criterion, the guidance requires that the tax position be measured at the largest amount of benefit greater than 50 percent not likely of being sustained upon ultimate settlement. Based on the Companys evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. |
Net Loss per Common Share | Net Loss per Common Share Basic earnings per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. Refer to Note 12 for methodology for determining net loss per share. |
Comprehensive Income/(Loss) | Comprehensive Income/(Loss) Other comprehensive income/(loss), which includes only foreign currency translation adjustments, is shown in the consolidated statements of operations and comprehensive loss and in the consolidated statements of changes in stockholders deficiency. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances, at times, with financial institutions in excess of amounts insured by the Canada Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions and has not experienced any collection losses with these financial institutions. |
Foreign Currency Translation | Foreign Currency Translation Foreign denominated assets and liabilities of the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period. Income statement accounts are translated at a weighted average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiarys financial statements from local currency to U.S. currency are recorded in the other comprehensive loss component of stockholders equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities The Companys financial instruments consist of cash and cash equivalents, other current assets, long-term debt, accounts payable and accrued expenses, as well as derivative warrant liabilities and derivative additional investment rights. All of these items, except for the derivative warrant liabilities and derivative additional investment rights, were determined to be Level 1 fair value measurements. The carrying amounts of cash and cash equivalents, other current assets and accounts payable and accrued expenses approximate their respective fair values because of the short maturities of these instruments. The Company has determined its derivative warrant liability and its derivative additional investment rights liability to be Level 2 fair value measurements and has used the binomial lattice model valuation method to calculate the fair value of the derivative warrant liability and the derivative additional investment rights liability at July 31, 2015 and 2014. See Note 9 Derivative Liabilities |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates, including those related to bad debts, long lived assets (including patents) impairment valuations, debt obligations, derivatives, convertible preferred shares, long-term contracts, and contingencies and litigation, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting estimates are reviewed and discussed with the audit committee of the board of directors. The Company considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made, if changes in the estimate or if different estimates that could have been selected would have a material impact on our results of operations or financial condition. |
Effects of Recent Accounting Pronouncements | Effects of Recent Accounting Pronouncements 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. In August 2014, the FASB issued guidance regarding disclosure of uncertainties about an entitys ability to continue as a going concern. The guidance will be effective for the Companys 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. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | July 31, 2016 2015 Furniture and Fixtures $ 10,900 $ 10,954 Less: Accumulated depreciation 9,602 8,085 Property and Equipment, net $ 1,298 $ 2,869 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Costs and accumulated amortization of patents | July 31, 2016 2015 Patents $ $ 4,705,715 Less: Accumulated amortization 3,275,699 Patents, net $ $ 1,430,016 Weighted average life 0 years 6.6 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Deferred income taxes | July 31, 2016 2015 Net operating loss carryforwards $ 86,895,338 $ 86,370,251 Other temporary differences 150,004 338,000 Intangible assets 108,022 Total Deferred Tax Assets 87,045,342 86,816,273 Valuation Allowance (86,678,987 ) (86,816,273 ) Deferred Tax Liabilities Intangible assets (366,355 ) Other temporary differences Total Deferred Tax Liabilities Net Deferred Income Taxes $ $ |
Reconciliation of effective tax rate | July 31, 2016 2015 Federal statutory rate (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: Imputed interest income on intercompany receivables from foreign subsidiaries 4 4 Non-deductible or non-taxable items (3 ) (24 ) Other temporary differences 26 170 Change in valuation allowance 7 (116 ) Effective tax rate % % |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Expenses - Accounts payable and accrued expenses (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | July 31, 2016 2015 Accounts Payable and Accruals - General and Administrative $ 3,750,638 $ 3,156,951 Accounts Payable and Accruals - Research and Development 4,395,061 3,861,902 Accounts Payable and Accruals - Selling and Marketing 326,229 326,250 Accrued Make-whole Payments on Convertible Preferred Stock (See Note 8) 167,400 315,900 Executive Compensation and Directors Fees Payable 311,542 357,330 Total $ 8,950,870 $ 8,018,333 |
Series A, B, C, D, E, F & G 928
Series A, B, C, D, E, F & G 9% Convertible Preferred Stock (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Series F Convertible Preferred Stock | |
Fair value of Accounting allocation of initial proceeds - Series F | 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 ) |
Series G Convertible Preferred Stock | |
Fair value of Accounting allocation of initial proceeds - Series F | Accounting allocation of initial proceeds Net proceeds $ 475,000 Derivative warrant liability fair value (354,535 ) Derivative additional investment rights fair value (285,048 ) Other issuance costs (finders fee) (40,000 ) Make whole payments liability (135,000 ) Deemed dividend $ (339,583 ) |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Changes in value of derivative warrant liability | Value No. of Warrants Balance at August 1, 2014 Derivative warrant liability $ 2,635,643 239,788,852 Additional warrants from price protection features of existing warrants 2,111,077 239,788,852 Additional warrants issued in June 2015 financing 354,535 33,333,333 Decrease in fair value of derivative warrant liability (2,737,840 ) n/a Balance at July 31, 2015 Derivative warrant liability 2,363,415 512,911,037 Forfeited or expired (455,573 ) (129,033,516 ) Increase in fair value of derivative warrant liability 141,004 n/a Balance at July 31, 2016 Derivative warrant liability $ 2,048,846 383,877,521 |
Fair Value Assumptions Used in Accounting for Derivative Warrant Liability | July 31, 2016 July 31, 2015 Current exercise price $ 0.015 $ 0.015 Time to expiration 2.1 years 2.5 years Risk-free interest rate 0.76 % 1.08 % Estimated volatility 101 % 82 % Dividend -0- -0- Stock price at period end date $ 0.008 $ 0.010 |
Fair Value Assumptions Used in Accounting for Derivative Additional Investment Rights Liability | July 31, 2016 July 31, 2015 Underlying number of units of convertible preferred stock 500 500 Underlying number of units of warrants 33,333,333 33,333,333 Current exercise price of warrants $ 0.015 $ 0.015 Current conversion price of preferred stock $ 0.015 $ 0.015 Time to expiration 0.05 years 1.05 years Risk-free interest rate 0.38 % 0.30 % Estimated volatility 13 % 79 % Dividend -0- -0- Stock price at period end date $ 0.008 $ 0.010 |
Stockholders_ (Deficiency)_Equi
Stockholders’ (Deficiency)/Equity (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Equity [Abstract] | |
Warrants to purchase common stock outstanding | Number of Shares to be Purchased* Warrant Exercise Price per Share Warrant Expiration Date 54,545,440 $ 0.015 September 30, 2016 11,350,454 $ 0.015 February 1, 2017 9,999,998 $ 0.015 August 10, 2017 16,648,288 $ 0.015 December 12, 2017 68,333,338 $ 0.015 June 17, 2018 51,333,336 $ 0.015 January 15, 2019 138,333,334 $ 0.015 March 27, 2019 33,333,333 $ 0.015 June 25, 2020 383,877,521 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
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 Outstanding - July 31, 2014 37,964,390 $ 0.06 Forfeited or expired (1,315,000 ) $ 0.69 Exercised (6,416,316 ) $ 0.001 Outstanding - July 31, 2015 30,233,074 $ 0.05 Granted 18,345,768 $ 0.001 Forfeited or expired (3,000,000 ) $ 0.28 Exercised (25,939,365 ) $ 0.001 Outstanding - July 31, 2016 19,639,477 $ 0.03 Exercisable - July 31, 2016 19,639,477 $ 0.03 |
Information on stock options outstanding | Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at July 31, 2016 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 0.001 18,789,477 $ 0.001 2.76 $ 0.64 850,000 $ 0.64 3.61 19,639,477 $ 0.029 2.79 $ 129,647 |
Intrinsic value of stock options | For the Years Ended July 31, 2016 2015 Aggregate Intrinsic Value of Options Exercised $ 363,151 $ 129,908 Cash Received for Exercise of Stock Options $ 2,952 $ 6,416 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 2016 2015 Identifiable Assets Canada $ 25,930 $ 1,004,337 United States 344 1,229,753 Total $ 26,274 $ 2,234,090 |
Quarterly Information (Tables)
Quarterly Information (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly information (unaudited) | Q1 Q2 Q3 Q4 Fiscal Year July 31, 2016: Revenues, net $ -0- $ -0- $ -0- $ -0- Operating loss $ (1,317,579 ) $ (157,532 ) $ (144,298 ) $ (283,159 ) Net income/(loss) $ (1,731,265 ) $ (47,390 ) $ 918,361 $ (2,362,815 ) Net income/(loss) available to common stockholders $ (1,731,265 ) $ (47,390 ) $ 918,361 $ (2,362,815 ) Net income/(loss) per share $ (0.0020 ) $ (0.0001 ) $ 0.0010 $ (0.0027 ) Fiscal Year July 31, 2015 Revenues, net $ -0- $ -0- $ -0- $ -0- Operating loss $ (908,469 ) $ (835,147 ) $ (851,601 ) $ (967,797 ) Net income/(loss) $ 49,623 $ (511,916 ) $ (1,396,157 ) $ (334,908 ) Net income/(loss) available to common stockholders $ 49,623 $ (511,916 ) $ (1,396,157 ) $ (674,491 ) Net loss per share $ 0.0001 $ (0.0006 ) $ (0.0018 ) $ (0.0008 ) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit, approximate estimate | $ (375,704,372) | $ (372,481,263) |
Working capital deficiency | 9,000,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Dec. 17, 2005 | |
Accounting Policies [Abstract] | |||
Minority interest in consolidated subsidiaries, less than: | 100.00% | ||
Ownership in all consolidated subsidiaries | 100.00% | ||
Write down of certain patents | $ 1,165,864 | $ 320,160 |
Long-lived Assets - Property an
Long-lived Assets - Property and Equipment (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Property, Plant and Equipment, Gross | $ 10,900 | $ 10,954 |
Less: Accumulated Depreciation | 9,602 | 8,085 |
Property and Equipment, Net | 1,298 | 2,869 |
Furniture and Fixtures | ||
Property, Plant and Equipment, Gross | $ 10,900 | $ 10,954 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,517 | $ 1,726 |
Patents - Costs and accumulated
Patents - Costs and accumulated amortization of patents (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Accounting Policies [Abstract] | ||
Patents | $ 4,705,715 | |
Less: Accumulated Amortization | 3,275,699 | |
Patents, Net | $ 1,430,016 | |
Weighted Average Life | 0 years | 6 years 7 months |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Accounting Policies [Abstract] | ||
Amortization expense, patents | $ 281,894 | $ 378,954 |
Write-off of abandoned patents | $ 1,165,864 | $ 320,160 |
Income Taxes - Deferred income
Income Taxes - Deferred income taxes (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 86,895,338 | $ 86,370,251 |
Other temporary differences | 150,004 | 338,000 |
Intangible assets | 108,022 | |
Total Deferred Tax Assets | 87,045,342 | 86,816,273 |
Valuation Allowance | (86,678,987) | (86,816,273) |
Deferred Tax Liabilities | ||
Intangible assets | (366,355) | |
Other temporary differences | ||
Total Deferred Tax Liabilities | ||
Net Deferred Income Taxes |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective tax rate (Details) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (34.00%) | (34.00%) |
Increase (decrease) in income taxes resulting from: | ||
Imputed interest income on intercompany receivables from foreign subsidiaries | 400.00% | 400.00% |
Nondeductible or non-taxable items | (300.00%) | (2400.00%) |
Other temporary differences | 2600.00% | 17000.00% |
Change in valuation allowance | 700.00% | (11600.00%) |
Effective tax rate |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Pretax losses arising from domestic operations | $ (1,374,725) | $ (677,616) |
Pretax losses arising from foreign operations | (504,101) | $ (1,515,741) |
Generex Biotechnology Corporation | ||
NOL carryforwards, expiring through 2033 | 201,000,000 | |
Generex Pharmaceuticals, Inc | ||
NOL carryforwards, expiring through 2033 | 32,000,000 | |
Antigen Express, Inc | ||
NOL carryforwards, expiring through 2033 | $ 29,000,000 |
Accounts Payable and Accrued 43
Accounts Payable and Accrued Expenses (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts Payable & Accruals -General and Administrative | $ 3,750,638 | $ 3,156,951 |
Accounts Payable & Accruals - Research and Development | 4,395,061 | 3,861,902 |
Accounts Payable & Accruals - Selling and Marketing | 326,229 | 326,250 |
Accrued Make Whole Payments on Convertible Preferred Stock (see Note 9) | 167,400 | 315,900 |
Executive Compensation and Directors' Fees Payable | 311,542 | 357,330 |
Total | $ 8,950,870 | $ 8,018,333 |
Accounts Payable and Accrued 44
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Payables and Accruals [Abstract] | ||
Deferred revenue | $ 223,662 | |
Gain on extinguishment of debt | $ 327,839 |
Commitments and Contingent Li45
Commitments and Contingent Liabilities (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jul. 31, 2016 | Jul. 31, 2015 | Nov. 16, 2014 | Jul. 31, 2014 | Jul. 31, 2013 | May 20, 2013 | Jul. 20, 2003 | |
Lease Expense | $ 25,000 | $ 59,000 | |||||
Shares of CBI owned by former business associate | 50.00% | ||||||
Shares of CBI owned by Company | 50.00% | ||||||
President | |||||||
Annual salary | 475,000 | ||||||
Antigen Employees | |||||||
Annual salary | 260,480 | ||||||
Severance | $ 130,240 | ||||||
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 |
Fair value of Accounting alloca
Fair value of Accounting allocation of initial proceeds - Series A, B, C, D & E 9% Convertible Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Net proceeds | $ 475,000 | |
Deemed dividend | $ (339,583) | |
Series F Convertible Preferred Stock | ||
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) | |
Series G Convertible Preferred Stock | ||
Net proceeds | 475,000 | |
Derivative warrant liability fair value | (354,535) | |
Derivative additional investment rights fair value | (285,048) | |
Other issuance costs (Finders' Fee) | (40,000) | |
Make whole payments liability | (135,000) | |
Deemed dividend | $ (339,583) |
Series A, B, C, D, E, F & G 947
Series A, B, C, D, E, F & G 9% Convertible Preferred Stock (Details Narrative) - USD ($) | Jan. 15, 2014 | Dec. 10, 2012 | Jul. 31, 2016 | Jun. 24, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jan. 14, 2016 | Jun. 30, 2015 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Convertible preferred stock, par value (in dollars per share) | $ .001 | $ .001 | $ .001 | ||||||
Net proceeds from financing | $ 475,000 | ||||||||
Preferred Stock Dividend | $ (339,583) | ||||||||
Series B Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 2,000 | 2,000 | 2,000 | 2,000 | |||||
Convertible preferred stock, cumulative percentage of interest | 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 | |||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||
Common stock issued upon conversion of preferred stock | 38,520,832 | 38,520,832 | 38,520,832 | ||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 14,819,679 | 14,819,679 | 14,819,679 | ||||||
Series C Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 750 | 750 | 750 | 750 | |||||
Convertible preferred stock, cumulative percentage of interest | 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 | |||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||
Common stock issued upon conversion of preferred stock | 22,916,665 | 22,916,665 | 22,916,665 | ||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 6,664,863 | 6,664,863 | 6,664,863 | ||||||
Series D Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 750 | 750 | 750 | 750 | |||||
Convertible preferred stock, cumulative percentage of interest | 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 | |||||
Convertible preferred stock, shares issued | 750 | 750 | 0 | 750 | |||||
Common stock issued upon conversion of preferred stock | 24,999,999 | 24,999,999 | 24,999,999 | ||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 7,825,191 | 7,825,191 | 7,825,191 | ||||||
Series E Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 2,450 | 2,450 | 2,450 | 2,450 | |||||
Convertible preferred stock, cumulative percentage of interest | 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 | |||||
Convertible preferred stock, shares issued | 1,225 | 1,225 | 0 | 1,225 | |||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 19,035,193 | ||||||||
Warrants issued to investors | 26,666,668 | ||||||||
Accounts payable and accrued expenses | $ 251,100 | $ 251,100 | $ 251,100 | ||||||
Preferred stock issued to investors | 800 | ||||||||
Preferred Stock Dividend | $ 472,279 | ||||||||
Series F Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 4,150 | 4,150 | 4,150 | 4,150 | |||||
Convertible preferred stock, cumulative percentage of interest | 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 | |||||
Convertible preferred stock, shares issued | 2,075 | 2,075 | 670 | 2,075 | |||||
Common shares attributable to conversion of preferred stock | 1,405 | ||||||||
Common stock issued upon conversion of preferred stock | 89,108,331 | 89,108,331 | 89,108,331 | ||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 36,533,878 | 36,533,878 | 36,533,878 | ||||||
Net proceeds from financing | $ 2,020,000 | ||||||||
Preferred stock, dividend rate percentage | 3.00% | ||||||||
Increased preferred stock dividend rate percentage | .015 | ||||||||
Conversion of stock, amount converted | $ 1,955 | ||||||||
Aggregate subscription amount, maximum | $ 69,166,667 | 69,166,667 | $ 69,166,667 | ||||||
"Make-whole payments", value | $ 560,250 | ||||||||
Preferred stock issued to investors | 69,166,667 | 69,166,667 | 69,166,667 | ||||||
Aggregate preferred stock sold | 2,075 | 2,075 | 2,075 | ||||||
Common shares outstanding | 27,941,667 | 27,941,667 | 27,941,667 | ||||||
Common shares outstanding, increased shares | 55,883,333 | 55,883,333 | 55,883,333 | ||||||
Initial cash proceeds from preferred stock | $ 2,020,000 | ||||||||
Net issuance costs | $ 55,000 | 55,000 | $ 55,000 | ||||||
Remaining balance in Accounts Payable and Accrued Expenses | $ 32,400 | 32,400 | $ 180,900 | $ 32,400 | |||||
Preferred Stock Dividend | $ (1,586,050) | ||||||||
Series G Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | 1,000 | |||||
Convertible preferred stock, cumulative percentage of interest | 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 | |||||
Convertible preferred stock, shares issued | 500 | 500 | 500 | 500 | |||||
Net proceeds from financing | $ 475,000 | ||||||||
Preferred stock, dividend rate percentage | 3.00% | ||||||||
Increased preferred stock dividend rate percentage | 0.015 | ||||||||
Conversion of preferred stock | $ 270 | ||||||||
Conversion of stock, amount converted | 1,000 | ||||||||
Aggregate subscription amount, maximum | $ 33,333,333 | $ 33,333,333 | $ 33,333,333 | ||||||
Preferred stock issued to investors | 33,333,333 | 33,333,333 | 33,333,333 | ||||||
Aggregate preferred stock sold | 500 | 500 | 500 | ||||||
Incurred late fee | 18.00% | ||||||||
Initial cash proceeds from preferred stock | $ 475,000 | ||||||||
Net issuance costs | $ 25,000 | 25,000 | $ 25,000 | ||||||
Remaining balance in Accounts Payable and Accrued Expenses | $ 135,000 | 135,000 | $ 135,000 | ||||||
Preferred Stock Dividend | $ (339,583) | ||||||||
Series A Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 5,500 | ||||||||
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 | 2,575 | ||||||||
Common shares attributable to conversion of preferred stock | 17,166,666 | ||||||||
Common stock issued upon conversion of preferred stock | 17,166,666 | ||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 6,129,666 | ||||||||
Series B Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 792 | 2,000 | |||||||
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 | 2,000 | ||||||||
Common shares attributable to conversion of preferred stock | 9,897,500 | 26,393,333 | 13,333,333 | ||||||
Convertible preferred stock conversion price | $ .08 | $ .03 | |||||||
Net proceeds from financing | $ 1,975,000 | ||||||||
Series C Convertible Preferred Stock | |||||||||
Convertible preferred stock, shares authorized | 650 | ||||||||
Common shares attributable to conversion of preferred stock | 8,125,000 | 9,375,000 | 21,666,666 | ||||||
Convertible preferred stock conversion price | $ .03 | $ .08 | |||||||
Series D Convertible Preferred Stock | |||||||||
Common shares attributable to conversion of preferred stock | 24,999,999 | ||||||||
Series E Convertible Preferred Stock | |||||||||
Common shares attributable to conversion of preferred stock | 68,333,333 | 40,833,335 | |||||||
Net proceeds from financing | $ 1,165,000 | ||||||||
Common stock, effective conversion price | $ .03 | ||||||||
Preferred stock, dividend rate percentage | 1.50% | ||||||||
Conversion of preferred stock | $ 833,333 | $ 295 | |||||||
Conversion of stock, amount converted | $ 1,666,666 | ||||||||
Warrants issued to investors | 40,833,335 | ||||||||
"Make-whole payments", value | $ 330,750 | ||||||||
Additional Units | |||||||||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | ||||||||
Aggregate subscription amount, maximum | $ 2,075,000 | ||||||||
Preferred stock issued to investors | 138,333,334 |
Changes in value of derivative
Changes in value of derivative warrant liability - Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Balance - Derivative warrant liability Value | $ 2,048,846 | $ 2,363,415 |
No. of Warrants - Derivative warrant liability | 383,877,521 | 512,911,037 |
Forfeited or expired, Value | $ (455,573) | |
Forfeited or expired, No. of Warrants | (129,033,516) | |
Increase (Decrease) in fair value of derivative warrant liability | $ 141,004 | $ (2,737,840) |
July 2,014 | ||
Balance - Derivative warrant liability Value | $ 2,635,643 | |
No. of Warrants - Derivative warrant liability | 239,788,852 | |
Price Protection | ||
Additional warrants issued | $ 2,111,077 | |
June 2,015 | ||
Additional warrants issued | 354,535 | |
January 2,014 | ||
Additional warrants issued | 942,279 | |
March 2,014 | ||
Additional warrants issued | $ 2,016,064 |
Fair Value Assumptions Used in
Fair Value Assumptions Used in Accounting for Derivative Warrant Liability - Derivative Liabilities (Details 1) - $ / shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Current exercise price | $ 0.015 | $ 0.015 |
Time to expiration | 2 years 1 month | 2 years 6 months |
Risk-free interest rate | 0.76% | 1.08% |
Estimated volatility | 101.00% | 82.00% |
Dividend | 0.00% | 0.00% |
Stock price at period end date | $ .001 | $ 0.010 |
Fair Value Assumptions Used i50
Fair Value Assumptions Used in Accounting for Derivative Additional Investment Rights Liability - Derivative Liabilities (Details 2) - $ / shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Current exercise price of warrants | $ 0.015 | $ 0.015 |
Time to expiration | 2 years 1 month | 2 years 6 months |
Risk-free interest rate | 0.76% | 1.08% |
Estimated volatility | 101.00% | 82.00% |
Dividend | 0.00% | 0.00% |
Stock price | $ .001 | $ 0.010 |
Additional Investment Rights | ||
Underlying number of units of convertible preferred stock | 500 | 500 |
Underlying number of warrants | 33,333,333 | 33,333,333 |
Current exercise price of warrants | $ 0.015 | $ 0.015 |
Current conversion price of preferred stock | $ 0.015 | $ 0.015 |
Time to expiration | 18 days | 1 year 18 days |
Risk-free interest rate | 0.38% | 0.30% |
Estimated volatility | 13.00% | 79.00% |
Dividend | 0.00% | 0.00% |
Stock price | $ 0.008 | $ 0.010 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Recognition of gain (loss) due to derivative liability | $ 263,823 | $ 1,488,237 |
Additional paid in capital | 237,566 | |
Issuing Additional Warrants | ||
Derivative warrants weighted average remaining life | 2 years 1 month | |
Recognition of gain (loss) due to derivative liability | $ 314,569 | 626,763 |
Fair Value of Warrants | ||
Fair value of derivative liability | 2,048,846 | 2,363,415 |
Recognition of Gain | ||
Recognition of gain (loss) due to derivative liability | (50,746) | 861,474 |
Additional investment rights | $ 193,408 | $ 142,662 |
Warrants to purchase common sto
Warrants to purchase common stock outstanding - Stockholders' (Deficiency)/Equity (Details) - $ / shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Number of Shares To be Purchased | 383,877,521 | 512,911,037 |
Warrant Expiration Date 30 September 2016 | ||
Number of Shares To be Purchased | 54,545,440 | |
Warrant Exercise Price per Share | $ 0.015 | |
Warrant Expiration Date | Sep. 30, 2016 | |
Warrant Expiration Date 1 February 2017 | ||
Number of Shares To be Purchased | 11,350,454 | |
Warrant Exercise Price per Share | $ 0.015 | |
Warrant Expiration Date | Feb. 1, 2017 | |
Warrant Expiration Date 10 August 2017 | ||
Number of Shares To be Purchased | 9,999,998 | |
Warrant Exercise Price per Share | $ 0.015 | |
Warrant Expiration Date | Aug. 10, 2017 | |
Warrant Expiration Date 12 December 2017 | ||
Number of Shares To be Purchased | 16,648,288 | |
Warrant Expiration Date 12 December 2017 | ||
Warrant Exercise Price per Share | $ 0.015 | |
Warrant Expiration Date | Dec. 12, 2017 | |
Warrant Expiration Date 17 June 2018 | ||
Number of Shares To be Purchased | 68,333,338 | |
Warrant Exercise Price per Share | $ 0.015 | |
Warrant Expiration Date | Jun. 17, 2018 | |
Warrant Expiration Date 15 January 2019 | ||
Number of Shares To be Purchased | 51,333,336 | |
Warrant Exercise Price per Share | $ 0.015 | |
Warrant Expiration Date | Jan. 15, 2019 | |
Warrant Expiration Date 27 March 2019 | ||
Number of Shares To be Purchased | 138,333,334 | |
Warrant Exercise Price per Share | $ 0.015 | |
Warrant Expiration Date | Mar. 27, 2019 | |
Warrant Expiration Date 25 June 2019 | ||
Number of Shares To be Purchased | 33,333,333 | |
Warrant Exercise Price per Share | $ 0.015 |
Stockholders' (Deficiency)_Equi
Stockholders' (Deficiency)/Equity (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jun. 24, 2016 | Jul. 31, 2015 | |
Outstanding warrants, weighted average exercise price | $ 0.015 | ||
Outstanding warrants, weighted average remaining life (in years) | 2 years 1 month | ||
Warrants, Value | $ 2,048,486 | ||
Number of warrants | 383,877,521 | 512,911,037 | |
Number of warrants, exercise price | $ 0.015 | $ 0.015 | |
Number of warrants expired | 129,033,516 | ||
Number of warrants expired, exercise price | $ .015 | ||
Convertible preferred stock, par value (in dollars per share) | $ .001 | ||
Convertible preferred stock, shares authorized | 1,000,000 | ||
Warrants Issued in financing | 33,333,333 | ||
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 | 2,075 | 670 | |
Convertible preferred stock, shares outstanding | 120 | 670 | |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | |
Series G Convertible Preferred Stock | |||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | |
Convertible preferred stock, shares authorized | 1,000 | 1,000 | |
Convertible preferred stock, shares issued | 500 | 500 | |
Convertible preferred stock, shares outstanding | 500 | 500 | |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | |
Minimum | |||
Number of warrants, exercise price | $ .015 | ||
Number of warrants expired | 239,788,852 | ||
Maximum | |||
Number of warrants, exercise price | $ 0.03 | ||
Number of warrants expired | 479,577,704 |
Common stock options granted, f
Common stock options granted, forfeited or expired and exercised - Stock-Based Compensation (Details 1) - $ / shares | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options Outstanding | 19,639,477 | 37,964,390 | 19,639,477 |
Options Granted | 18,345,768 | ||
Options Forfeited or expired | (3,000,000) | (1,315,000) | |
Options Exercised | (25,939,365) | (6,416,316) | |
Options Exercisable | 19,639,477 | ||
Weighted Average Exercise Price per Share | $ .029 | $ .06 | $ 0.029 |
Weighted Average Exercise Price per Share, Granted | .001 | ||
Weighted Average Exercise Price per Share, Forfeited or expired | .28 | .69 | |
Weighted Average Exercise Price per Share, Exercised | $ .001 | $ .001 | |
Weighted Average Exercise Price per Share, Exercisable | $ 0.03 |
Information on stock options ou
Information on stock options outstanding - Stock-Based Compensation (Details 3) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Options Outstanding | 19,639,477 | 19,639,477 | 37,964,390 |
Weighted Average Exercise Price per Share | $ 0.029 | $ .029 | $ .06 |
Options Weighted Average Remaining Life (Years) | 2 years 9 months | ||
Options Aggregate Intrinsic Value | $ 129,647 | ||
Exercise Price 0.001 | |||
Options Range of Exercise Price | $ .001 | ||
Options Range of Exercise Price | $ .001 | ||
Options Outstanding | 18,789,477 | ||
Weighted Average Exercise Price per Share | $ .001 | ||
Options Weighted Average Remaining Life (Years) | 2 years 9 months | ||
Exercise Price 0.64 | |||
Options Range of Exercise Price | $ 0.64 | ||
Options Range of Exercise Price | $ 0.64 | ||
Options Outstanding | 850,000 | ||
Weighted Average Exercise Price per Share | $ 0.64 | ||
Options Weighted Average Remaining Life (Years) | 3 years 7 months |
Intrinsic value of stock option
Intrinsic value of stock options - Stock-Based Compensation (Details 4) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Aggregate Intrinsic Value of Options Exercised | $ 363,151 | $ 129,908 |
Cash Received for Exercise of Stock Options | $ 6,416 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Share-based employee compensation | $ 30,297 | ||
Outstanding options | 19,639,477 | 19,639,477 | 37,964,390 |
Share based compensation for deferred salary and director fees | 18,345,768 | ||
Closing price of common stock | $ .001 | $ 0.010 | |
Market value of options | $ 0.079 | $ 0.010 | |
Stock Options | |||
Share-based employee compensation | $ 0 | ||
Common Stock | |||
Share-based employee compensation | $ 0 | $ 0 | |
Stock Option Plan 2001 | |||
Common stock reserved for future issuance | 12,000,000 | ||
Common stock reserved for future awards | 4,138,916 | ||
Stock Option Plan 2006 | |||
Common stock reserved for future issuance | 135,000,000 | ||
Common stock reserved for future awards | 64,484,808 | ||
Closing price of common stock | $ .001 | ||
Stock Options | |||
Share-based employee compensation | $ 30,297 | ||
Outstanding options | 37,964,390 | ||
Outstanding options, weighted average remaining contractual term | 2 years 6 months 15 days | ||
Share based compensation for deferred salary and director fees | 15,393,364 | ||
Market value of options | $ 123,417 |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) - shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from earnings per share, incremental shares | 456,010,331 | 642,204,110 |
Segment Information (Details)
Segment Information (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Identifiable Assets | $ 26,274 | $ 2,234,090 |
Canada | ||
Identifiable Assets | 25,930 | 1,004,337 |
United States | ||
Identifiable Assets | $ 344 | $ 1,229,753 |
Quarterly Information - Quarter
Quarterly Information - Quarterly information (unaudited) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Operating Loss | $ (1,902,568) | $ (3,562,914) |
Net Income/(Loss) | (3,223,109) | (2,193,358) |
Net Loss available to common stockholders | $ (3,223,109) | $ (2,532,941) |
Net Loss per share | $ (0.004) | $ (0.003) |
Q1 | ||
Revenues, net | $ 0 | $ 0 |
Operating Loss | (1,317,579) | (908,469) |
Net Income/(Loss) | (1,731,265) | 49,623 |
Net Loss available to common stockholders | $ (1,731,265) | $ 49,623 |
Net Loss per share | $ (.0020) | $ .0001 |
Q2 | ||
Revenues, net | $ 0 | $ 0 |
Operating Loss | (157,532) | (835,147) |
Net Income/(Loss) | (47,390) | (511,916) |
Net Loss available to common stockholders | $ (47,390) | $ (511,916) |
Net Loss per share | $ (.0001) | $ (0.0006) |
Q3 | ||
Revenues, net | $ 0 | $ 0 |
Operating Loss | (144,298) | (851,601) |
Net Income/(Loss) | 918,361 | (1,396,157) |
Net Loss available to common stockholders | $ (918,361) | $ (1,396,157) |
Net Loss per share | $ 0.0010 | $ (0.0018) |
Q4 | ||
Revenues, net | $ 0 | $ 0 |
Operating Loss | (283,159) | (967,797) |
Net Income/(Loss) | (2,362,815) | (334,908) |
Net Loss available to common stockholders | $ (2,362,815) | $ (674,491) |
Net Loss per share | $ (0.0027) | $ (0.0008) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 12 Months Ended |
Jul. 31, 2016USD ($)shares | |
Subsequent Events [Abstract] | |
Percentage ownership of Hema Diagnostic Systems, LLC | 51.00% |
Shares issued for consideration | $ | $ 250,000 |
Warrants issued | shares | 15,000,000 |
Reverse stock split conversion | Each 1,000 shares of the Companys common stock issued and outstanding at the effective time shall automatically be combined into one issued, fully paid and non-assessable share of common stock. |