Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 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-Q | |
Document Period End Date | Oct. 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 Common Stock, Shares Outstanding | 908,541,475 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Oct. 31, 2016 | Jul. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 6,454 | $ 16,899 |
Other current assets | 11,353 | 8,077 |
Total Current Assets | 17,807 | 24,976 |
Property and Equipment, Net | 1,298 | |
TOTAL ASSETS | 17,807 | 26,274 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 9,154,886 | 8,950,870 |
Loan payable | 50,000 | 50,000 |
Total Current Liabilities | 9,204,886 | 9,000,870 |
Derivative Warrant Liability | 1,462,359 | 2,048,846 |
Derivative Additional Investment Rights Liability | 193,408 | |
Total Liabilities | 10,667,245 | 11,243,124 |
Stockholders' Deficiency (Note 7): | ||
9% Convertible Preferred Stock | ||
Common stock, $.001 par value; authorized 2,450,000,000 and 2,450,000,000 shares at October 31, 2016 and July 31, 2016, respectively; 908,541,475 and 908,541,475 issued and outstanding at October 31, 2016 and July 31, 2016, respectivelyCommon stock, $.001 par value; authorized 2,450,000,000 and 1,500,000,000 shares at October 31, 2016 and July 31, 2016, respectively; 908,541,475 and 908,541,475 issued and outstanding at October 31, 2016 and July 31, 2016, respectively | 908,542 | |
Additional paid-in capital | 362,780,108 | 362,780,108 |
Accumulated deficit | (375,144,134) | (375,704,372) |
Accumulated other comprehensive income | 806,046 | 798,872 |
Total Stockholders' Deficiency | (10,649,438) | (11,216,850) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 17,807 | 26,274 |
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 | Oct. 31, 2016 | Jul. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.001 | |
Common stock, shares authorized | 2,450,000,000 | 2,450,000,000 |
Common stock, shares issued | 908,541,475 | |
Common stock, shares outstanding | 908,541,475 | 908,541,475 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares authorized | 5,500 | 5,500 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares authorized | 2,000 | 2,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series C Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares authorized | 750 | 750 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series D Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares authorized | 750 | 750 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series E Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares authorized | 2,450 | 2,450 |
Convertible preferred stock, shares issued | 0 | 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 | 120 |
Convertible preferred stock, shares outstanding | 120 | 120 |
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% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Operating Expenses: | ||
Research and development | $ 177,570 | |
General and administrative | 102,818 | 1,140,009 |
Total Operating Expenses | 102,818 | 1,317,579 |
Operating Loss | (102,818) | (1,317,579) |
Other Income/(Expense): | ||
Interest expense | (116,839) | (97,723) |
Change in fair value of derivative liabilities (Note 8) | 779,895 | (315,963) |
Net (Loss) / Income and Net Income (Loss) Available to Common Stockholders | $ 560,238 | $ (1,731,265) |
Basic and Diluted Net Income (Loss) Per Common Share (Note 6) | $ .001 | $ (.002) |
Weighted Average Number of Shares of Common Stock Outstanding - basic and diluted | 908,541,475 | 850,126,309 |
Other Comprehensive (Loss) / Income | ||
Net Income | $ 560,238 | $ (1,731,265) |
Change in foreign currency translation adjustments | 7,174 | (2,936) |
Comprehensive (Loss) / Income | $ 567,412 | $ (1,734,201) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net (loss)/income | $ 560,238 | $ (1,731,265) |
Adjustments to reconcile net (loss) / income to net cash used in operating activities: | ||
Depreciation and amortization | 52,661 | |
Stock compensation expense | 27,344 | |
Common stock issued for services rendered | 4,500 | |
Gain on disposal of property and equipment | 1,276 | |
Common stock issued as make-whole payments on preferred stock | 113,400 | |
Change in fair value of derivative liabilities | (779,895) | 315,963 |
Changes in operating assets and liabilities | ||
Accounts payable and accrued expenses | 211,546 | 522,065 |
Other current assets | (3,537) | (784) |
Net Cash Used in Operating Activities | (10,372) | (696,117) |
Cash Flows From Financing Activities: | ||
Proceeds from exercise of stock options | 2,952 | |
Net Cash Provided by Financing Activities | 2,952 | |
Effect of Exchange Rates on Cash | (73) | (4,372) |
Net Decrease in Cash and Cash Equivalents | (10,445) | (697,537) |
Cash and Cash Equivalents, Beginning of Period | 16,899 | 749,965 |
Cash and Cash Equivalents, End of Period | $ 6,454 | $ 52,428 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 Basis of Presentation: The accompanying unaudited interim consolidated financial statements (interim statements) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by generally accepted accounting principles for complete financial statements are not included herein. The interim statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys latest Annual Report on Form 10-K. The results for the three month period ended October 31, 2016 may not be indicative of the results for the entire year. Interim statements are subject to possible adjustments in connection with the annual audit of the Companys accounts for fiscal year 2017. In the Companys opinion, all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature. The Company has a limited history of operations and limited revenue to date. 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 9). 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 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 $375 million and a working capital deficiency of approximately $9.2 million at October 31,2016. The Company has funded its activities to date almost exclusively from debt and equity financings, as well as the sale of non-essential real estate assets in fiscal 2012 through the first quarter of fiscal 2014. 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 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. |
Effects of Recent Accounting Pr
Effects of Recent Accounting Pronouncements | 3 Months Ended |
Oct. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Effects of Recent Accounting Pronouncements | Note 2 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 became effective this quarter. The Company has determined that this accounting standard has no impact on its consolidated financial statements. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation: | Note 3 Stock-Based Compensation: As of October 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 October 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. 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 quarter ended October 31, 2016 or in the fiscal year ended July 31, 2016. The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plans for the three months ended October 31, 2016: Options Weighted Average Exercise Price per Share Aggregate Intrinsic Value Outstanding: Aug. 1, 2016 and Oct. 31, 2016 19,639,477 $ 0 $ 129,647 Exercisable, October 31, 2016 19,639,477 $ 0 $ 129,647 The 19,639,477 outstanding options at October 31, 2016 had a weighted average remaining contractual term of 2.54 years. Options typically vest over a period of two to four years and have a contractual life of five to ten years. There were no non-vested common stock options granted, vested or forfeited under the Plan for the three months ended October 31, 2016. There was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plans at October 31, 2016. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Oct. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 4 Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses consist of the following: October 31, 2016 July 31, 2016 Accounts Payable and Accruals General and Administrative $ 3,813,412 $ 3,750,638 Accounts Payable and Accruals Research and Development 4,505,916 4,395,061 Accounts Payable and Accruals Selling and Marketing 326,116 326,229 Accrued Make-whole Payments on Convertible Preferred Stock (see Note 7) 167,400 167,400 Executive Compensation and Directors Fees Payable 342,042 311,542 Total $ 9,154,886 $ 8,950,870 In addition to accounts payable and accrued expenses, the Company has a loan payable in the amount of $50,000. This loan is unsecured, due on demand and bears interest at 9% per annum. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Oct. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Pending Litigation | Note 5 Commitments and Contingencies: Pending Litigation In February 2001, a former business associate of the former Vice President of Research and Development (VP) of the Company and an entity known as Centrum Technologies Inc. (CTI) commenced an action in the Ontario Superior Court of Justice against the Company and the VP seeking, among other things, damages for alleged breaches of contract and tortious acts related to a business relationship between this former associate and the VP that ceased in July 1996. The plaintiffs statement of claim also seeks to enjoin the use, if any, by the Company of three patents allegedly owned by CTI. The three patents are entitled Liquid Formulations for Proteinic Pharmaceuticals Vaccine Delivery System for Immunization, Using Biodegradable Polymer Microspheres 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. |
Net Income (Loss) Per Share (EP
Net Income (Loss) Per Share (EPS) | 3 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [Abstract] | |
Net Income (Loss) Per Share (EPS) | Note 6 Net (Loss) / Income Per Share (EPS): Basic EPS and diluted EPS for the three-month period ended October 31, 2016 have been computed by dividing the net loss available to common stockholders for the period by the weighted average shares outstanding during the period. All outstanding stock options, non-vested restricted stock, warrants and common stock underlying convertible preferred stock, representing 401,373,216 incremental shares at October 31, 2016, have been excluded from the computation of diluted EPS as they are anti-dilutive. Basic EPS and diluted EPS for the three-month period ended October 31, 2015 have been computed by dividing the net loss available to common stockholders for the period by the weighted average shares outstanding during the period. All outstanding stock options, non-vested restricted stock, warrants and common stock underlying convertible preferred stock, representing 606,644,111 incremental shares at October 31, 2015, have been excluded from the computation of diluted EPS as they are anti-dilutive. |
Stockholders_ Deficiency
Stockholders’ Deficiency | 3 Months Ended |
Oct. 31, 2016 | |
Equity [Abstract] | |
Stockholders’ Deficiency | Note 7 Stockholders Deficiency: Common Stock During the three months ended October 31, 2016, the Company has not issued any shares of common stock. No options were exercised during the three months ended October 31, 2016. Warrants There are 329,332,081 warrants outstanding as of October 31, 2016. There were no warrants issued, or exercised for the three months ended October 31, 2016. 54,545,440 warrants expired during the period. The outstanding warrants at October 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 October 31, 2016, the Company has 329,332,081 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 Company accounts for the warrants with price protection provisions in accordance with FASB ASC Topic 815 as described in Note 8 - Derivative Liabilities Series A, B, C, D and E 9% Convertible Preferred Stock All of the Companys Series A, B, C, D and E 9% Convertible Preferred Stocks were converted prior to the beginning of the Companys 2017 fiscal year. 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 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 8 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 8 Derivative Liabilities . As of October 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 October 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 comprehensive (loss) / income for the fiscal year ended July 31, 2014 under the caption Preferred Stock Dividend. The calculation methodologies for the fair values of the derivative warrant liability and the derivative additional investment rights liability are described in Note 8 Derivative Liabilities 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 (July 31, 2016 - $32,400) is included in Accounts Payable and Accrued Expenses (see Note 4) at October 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 comprehensive (loss) / income 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 8 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 4) at October 31, 2016 and July 31, 2016. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Derivative Liabilities | Note 8 Derivative Liabilities: Derivative warrant liability The Company has warrants outstanding with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the exercise price of the warrants. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. Accounting for Derivative Warrant Liability The Companys derivative instruments have been measured at fair value at October 31, 2016 and July 31, 2016 using the binomial lattice model. The Company recognizes all of its warrants with price protection in its consolidated balance sheets as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of comprehensive income. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Companys consolidated cash flows. The derivative warrants outstanding at October 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 $586,487 within the Companys consolidated statements of operations for the three months ended October 31, 2016 and a loss of $161,900 within the Companys consolidated statements of comprehensive (loss) / income for the three months ended October 31, 2015, which are included in the consolidated statement of comprehensive (loss) / income under the caption Change in fair value of derivative liabilities. The fair values of the warrants at October 31, 2016 and July 31, 2016 were $1,462,359 and $2,048,846, 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, 2016 until October 31, 2016: Value No. of Warrants Balance at August 1, 2016 Derivative warrant liability $ 2,048,846 383,877,521 Forfeited or expired (172,422 ) (54,545,440 ) Decrease in fair value of derivative warrant liability (414,065 ) n/a Balance at October 31, 2016 Derivative warrant liability $ 1,462,359 329,332,081 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 October 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 October 31, 2016 and July 31, 2016 fair value calculations were as follows: October 31, 2016 July 31, 2016 Current exercise price $ 0.02 $ 0.02 Time to expiration 2.1 years 2.1 years Risk-free interest rate 1 % 0.76 % Estimated volatility 100 % 101 % Dividend Stock price at period end date $ 0.01 $ 0.01 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 series F additional investment rights expired in March 2015. The series G additional investment rights expired in August 2016. As all additional investment rights have expired, their value at October 31, 2016 is nil (July 31, 2016 - $193,408) The key inputs used in the fair value calculation at July 31, 2016 were as follows: July 31, 2016 Underlying number of units of convertible preferred stock 500 Underlying number of units of warrants 33,333,333 Current exercise price of warrants $ 0.015 Current conversion price of preferred stock $ 0.015 Time to expiration 0.05 years Risk-free interest rate 0.38 % Estimated volatility 13 % Dividend -0- Stock price at period end date $ 0.008 The revaluation of the additional investment rights in the three-month period ended October 31, 2016, resulted in the recognition of a gain of $193,408 and in the three-month period ended October 31, 2015, the revaluation resulted in the recognition of a loss of $154,063. The respective loss and gain are recorded within the Companys consolidated statements of comprehensive (loss) / income under the caption Change in fair value of derivative liabilities. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 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 Corporations 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 financial statements. The Company has evaluated subsequent events occurring after the balance sheet date through the date the consolidated financial statements were issued. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Oct. 31, 2016 | |
Accounting Policies [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 $374 million and a working capital deficiency of approximately $8.4 million at October 31, 2015. The Company has funded its activities to date almost exclusively from debt and equity financings, as well as the sale of non-essential real estate assets in fiscal 2012 through the first quarter of fiscal 2014. The Company will continue to require substantial funds to continue research and development, including pre-clinical studies and clinical trials of its product candidates, and to commence sales and marketing efforts, if the U.S. Food and Drug Administration or other regulatory approvals are obtained. 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. Management has sold its non-essential real estate assets to augment its cash position. 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 interim statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue in existence. The 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. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 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 Aggregate Intrinsic Value Outstanding: Aug. 1, 2016 and Oct. 31, 2016 19,639,477 $ 0 $ 129,647 Exercisable, October 31, 2016 19,639,477 $ 0 $ 129,647 |
Accounts Payable and Accrued 17
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrues expenses | October 31, 2016 July 31, 2016 Accounts Payable and Accruals General and Administrative $ 3,813,412 $ 3,750,638 Accounts Payable and Accruals Research and Development 4,505,916 4,395,061 Accounts Payable and Accruals Selling and Marketing 326,116 326,229 Accrued Make-whole Payments on Convertible Preferred Stock (see Note 7) 167,400 167,400 Executive Compensation and Directors Fees Payable 342,042 311,542 Total $ 9,154,886 $ 8,950,870 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Series F Convertible Preferred Stock | |
Allocation of initial proceeds | Accounting allocation of initial proceeds Net proceeds $ 2,020,000 Derivative warrant liability fair value (2,016,064 ) Derivative additional investment rights fair value (863,735 ) Other issuance costs (finders fee) (166,000 ) Make whole payments liability (560,250 ) Deemed dividend $ (1,586,050 ) |
Series G Convertible Preferred Stock | |
Allocation of initial proceeds | 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) | 3 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
Derivative warrant liability | Value No. of Warrants Balance at August 1, 2016 Derivative warrant liability $ 2,048,846 383,877,521 Forfeited or expired (172,422 ) (54,545,440 ) Decrease in fair value of derivative warrant liability (414,065 ) n/a Balance at October 31, 2016 Derivative warrant liability $ 1,462,359 329,332,081 |
Fair value assumptions, derivative warrant liability | October 31, 2016 July 31, 2016 Current exercise price $ 0.02 $ 0.02 Time to expiration 2.1 years 2.1 years Risk-free interest rate 1 % 0.76 % Estimated volatility 100 % 101 % Dividend Stock price at period end date $ 0.01 $ 0.01 |
Fair value assumptions, derivative additional investment rights liability | July 31, 2016 Underlying number of units of convertible preferred stock 500 Underlying number of units of warrants 33,333,333 Current exercise price of warrants $ 0.015 Current conversion price of preferred stock $ 0.015 Time to expiration 0.05 years Risk-free interest rate 0.38 % Estimated volatility 13 % Dividend -0- Stock price at period end date $ 0.008 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) | Oct. 31, 2016USD ($) |
Accounting Policies [Abstract] | |
Accumulated deficit | $ 375,000,000 |
Working capital deficiency | $ 9,200,000 |
Common stock options granted, f
Common stock options granted, forfeited or expired and exercised - Stock-Based Compensation (Details Narrative) | Oct. 31, 2016$ / sharesshares |
Options | |
Options Outstanding | 19,639,477 |
Options Exercisable | 19,639,477 |
Weighted Average Exercise Price per Share | |
Weighted Average Exercise Price per Share | $ / shares | $ 0 |
Weighted Average Exercise Price per Share, Exercisable | $ / shares | $ 0 |
Aggregate Intrinsic Vaalue | |
Options Outstanding | 129,647 |
Options Exercisable | 129,647 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | 3 Months Ended |
Oct. 31, 2016shares | |
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 |
Stock Options | |
Outstanding options | 19,639,477 |
Outstanding options, weighted average remaining contractual term | 2 years 6 months |
Accounts Payable and Accrued 23
Accounts Payable and Accrued Expenses - Accounts payable and accrues expenses (Details) - USD ($) | Oct. 31, 2016 | Jul. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accruals – General and Administrative | $ 3,813,412 | $ 3,750,638 |
Accounts Payable and Accruals – Research and Development | 4,505,916 | 4,395,061 |
Accounts Payable and Accruals – Selling and Marketing | 326,116 | 326,229 |
Accrued Make-whole Payments on Convertible Preferred Stock (see Note 8) | 167,400 | 167,400 |
Executive Compensation and Directors’ Fees Payable | 342,042 | 311,542 |
Total | $ 9,154,886 | $ 8,950,870 |
Accounts Payable and Accrued 24
Accounts Payable and Accrued Expenses (Details Narrative) - USD ($) | Oct. 31, 2016 | Jul. 31, 2016 |
Payables and Accruals [Abstract] | ||
Loan Payable | $ 50,000 | $ 50,000 |
Unsecured loan interest | 9.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 16, 2012 | Jul. 31, 2012 | Jul. 31, 2011 | May 20, 2011 | Jul. 20, 2001 | |
Shares of CBI owned by former business associate | 50.00% | ||||
Shares of CBI owned by Company | 50.00% | ||||
Termination Of Employee | |||||
Value of damages sought | $ 7,000,000 | ||||
Counterclaim proceeding | $ 2,300,000 | ||||
Lawsuit filing date | 20-May-11 | ||||
Name of Plaintiff | Ms. Perri | ||||
Breach of contract and detinue | |||||
Value of damages sought | $ 550,000 | ||||
Counterclaim proceeding | $ 200,000 | ||||
Lawsuit filing date | 1-Jun-11 | ||||
Name of Plaintiff | Golden Bull Estates | ||||
Punitive Damages | |||||
Value of damages sought | $ 50,000 | ||||
Damages for Unpaid Invoices | |||||
Value of damages sought | $ 429,000 | ||||
Lawsuit filing date | 31-Dec-11 | ||||
Name of Plaintiff | Vendor | ||||
Settlement of litigation | $ 125,000 | ||||
Interest per annum, failure to pay settlement | 3.00% | ||||
Fixed cost per annum, failure to pay settlement | $ 25,000 |
Net Income (Loss) Per Share (26
Net Income (Loss) Per Share (EPS) (Details Narrative) - shares | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Accounting Policies [Abstract] | ||
Incremental shares | 401,373,216 | 606,644,111 |
Stockholders' Deficiency - Allo
Stockholders' Deficiency - Allocation of initial proceeds (Detials) | 3 Months Ended |
Oct. 31, 2016USD ($) | |
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) |
Stockholders' (Deficiency) (Det
Stockholders' (Deficiency) (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 31, 2016 | Jul. 31, 2016 | Jun. 24, 2015 | Mar. 27, 2014 | |
Common stock issued, or committed to issue, Shares | 908,541,475 | |||
Common stock issued, or committed to issue, Amount | $ 908,542 | |||
Common stock, value per share | $ 0.001 | |||
Warrants Outstanding | 329,332,081 | |||
Total Warrants Outstanding, Value | $ 1,462,359 | |||
Warrants expired during period | 54,545,440 | |||
Outstanding warrants, weighted average exercise price | $ 0.015 | |||
Outstanding warrants, weighted average remaining life (in years) | 2 years 1 month 6 days | |||
Incurred late fee | 18.00% | |||
Series F Convertible Preferred Stock | ||||
Convertible preferred stock, shares authorized | 4,150 | 4,150 | 4,150 | |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | 9.00% | |
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |
Convertible preferred stock, shares issued | 2,075 | 120 | 2,075 | |
Common shares attributable to conversion of preferred stock | 69,166,667 | |||
Common stock issued upon conversion of preferred stock | 69,166,667 | 138,333,334 | 69,166,667 | |
Common stock, effective conversion price | $ .015 | |||
Common shares underlying Convertible Preferred Stock | 838 | |||
Common shares to preferred stock outstanding | 27,941,667 | |||
Common shares to preferred stock outstanding, increased amouont | 55,883,333 | |||
Series G Convertible Preferred Stock | ||||
Convertible preferred stock, shares authorized | 1,000 | 1,000 | ||
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | ||
Convertible preferred stock, shares issued | 500 | 500 | ||
Common shares attributable to conversion of preferred stock | 33,333,333 | |||
Common stock issued upon conversion of preferred stock | 33,333,333 | |||
Common stock, effective conversion price | $ .015 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative 2) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jun. 24, 2015 | Oct. 31, 2016 | Mar. 27, 2014 | Jul. 31, 2016 | |
Accounts payable and accrued expenses | $ 9,154,886 | $ 8,950,870 | ||
Series F Convertible Preferred Stock | ||||
Convertible preferred stock, shares authorized | 4,150 | 4,150 | 4,150 | |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | 9.00% | |
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |
Convertible preferred stock, shares issued | 2,075 | 2,075 | 120 | |
Common shares attributable to conversion of preferred stock | 69,166,667 | |||
Common stock issued upon conversion of preferred stock | 138,333,334 | 69,166,667 | 69,166,667 | |
Convertible preferred stock conversion price | $ 0.03 | |||
Converted stock amount, payment to holder | $ 270 | |||
Late fee per annum | 18.00% | |||
Preferred stock outstanding | 55,883,333 | 27,941,667 | ||
Aggregate subscription amount, maximum | $ 2,075,000 | |||
Conversion of stock, amount converted | $ 1,955 | |||
Common stock issued on conversion of preferred stock | 89,108,331 | |||
Common stock issued as "make-whole payments" on conversions of preferred stock | 36,533,878 | |||
Initial cash proceeds | 2,020,000 | |||
Issuance costs | 55,000 | |||
Initial "Make-whole payments" | $ 560,250 | |||
Accounts payable and accrued expenses | $ 32,400 | |||
Series G Convertible Preferred Stock | ||||
Convertible preferred stock, shares authorized | 1,000 | 1,000 | ||
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | ||
Convertible preferred stock, shares issued | 500 | 500 | ||
Common shares attributable to conversion of preferred stock | 33,333,333 | |||
Common stock issued upon conversion of preferred stock | 33,333,333 | |||
Convertible preferred stock conversion price | $ 0.015 | |||
Issuance costs | $ 25,000 | |||
Initial "Make-whole payments" | $ 135,000 | |||
Series G Convertible Preferred Stock | ||||
Convertible preferred stock, shares authorized | 1,000 | |||
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 | 500 | |||
Common stock issued upon conversion of preferred stock | 33,333,333 | |||
Converted stock amount, payment to holder | $ 1,000 | |||
Late fee per annum | 18.00% | |||
Initial cash proceeds | $ 475,000 |
Derivative Liabilities - Deriva
Derivative Liabilities - Derivative warrant liability (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2016 | Jul. 31, 2016 | |
Notes to Financial Statements | ||
Balance - Derivative warrant liability Value | $ 1,462,359 | $ 2,048,846 |
Forfeited or expired, value | $ (172,422) | |
Forfeited or expired, no. of warrants | (54,545,440) | |
Increase (Decrease) in fair value of derivative warrant liability | $ (414,065) | |
No. of Warrants - Derivative warrant liability | 329,332,081 | 383,877,521 |
Derivative Liabilities - Fair v
Derivative Liabilities - Fair value assumptions, derivative warrant liability (Details) - $ / shares | Aug. 02, 2015 | Oct. 31, 2016 | Jul. 31, 2016 |
Notes to Financial Statements | |||
Current exercise price | $ 0.015 | $ 0.015 | |
Time to expiration | 2 years 1 month | 2 years 1 month | |
Risk-free interest rate | 0.76% | 1.00% | |
Estimated volatility | 101.00% | 100.00% | |
Dividend | |||
Stock price at period end date | $ 0.008 | $ 0.01 |
Derivative Liabilities - Fair32
Derivative Liabilities - Fair value assumptions, derivative additional investment rights liability (Details) | Aug. 02, 2015 | Oct. 31, 2016$ / sharesshares | Jul. 31, 2016$ / shares |
Notes to Financial Statements | |||
Underlying number of units of convertible preferred stock | shares | 500 | ||
Underlying number of units of warrants | shares | 33,333,333 | ||
Current exercise price of warrants | $ 0.015 | $ 0.015 | |
Current conversion price of preferred stock | $ 0.015 | ||
Time to expiration | 0 months | ||
Risk-free interest rate | 0.0038 | ||
Estimated volatility | 0.13 | ||
Dividend | |||
Stock price at period end date | $ 0.008 | $ 0.01 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2016 | |
Derivative warrants weighted average remaining life | 2 years 1 month | ||
Recognition of gain (loss) | $ 586,487 | $ 161,900 | |
Increase (Decrease) in fair value of derivative warrant liability | (414,065) | ||
Fair value of derivative liability | 1,462,359 | $ 2,048,846 | |
Additional recognition of gain, “Change in fair value of derivative liabilities” | (154,063) | 194,512 | |
Series G Convertible Preferred Stock | |||
Recognition of gain (loss) | 193,408 | $ 154,063 | |
Fair value of derivative liability | $ 0 | $ 193,408 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended |
Oct. 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. |