Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Sep. 29, 2017 | |
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, 2017 | |
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 | $ 5,300,000 | |
Entity Common Stock, Shares Outstanding | 1,065,093 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 2,879,165 | $ 16,899 |
Inventory, net | 10,035 | |
Other current assets | 21,891 | 8,077 |
Total Current Assets | 2,911,091 | 24,976 |
Property and equipment (Note 3) | 573 | 1,298 |
Call option (Note 14) | 4,237,829 | |
Intangible asset (Note 14) | 2,911,377 | |
Patents, net (Note 4) | 25,851 | |
Other assets, net | 7,824 | |
TOTAL ASSETS | 10,094,545 | 26,274 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 10,172,610 | 8,950,870 |
Loans from related parties (Note 6) | 13,738,140 | |
Loan payable (Note 7) | 50,000 | |
Total Current Liabilities | 23,910,750 | 9,000,870 |
Derivative warrant liability (Note 11 and 12) | 2,048,846 | |
Derivative additional investment rights liability (Note 11 and 12 and 14) | 193,408 | |
Warrants to be issued (Note 14) | 66,060,026 | |
Total Liabilities | 89,970,776 | 11,243,124 |
Stockholders' Deficiency (Note 11): | ||
Common stock, $.001 par value; authorized 2,450,000 and 2,450,000 shares at July 31, 2017 and July 31, 2016, respectively; 1,068,101 and 908,541 issued and outstanding at July 31, 2017 and July 31, 2016, respectively | 1,068 | 909 |
Common stock payable | 2,168,951 | |
Additional paid-in capital | 368,409,627 | 363,687,741 |
Accumulated deficit | (445,720,566) | (375,704,372) |
Accumulated other comprehensive income | 783,150 | 798,872 |
Non-controlling interest | (5,518,465) | |
Total Stockholders' Deficiency | (79,876,231) | (11,216,850) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 10,094,545 | 26,274 |
Series F Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
9% Convertible Preferred Stock | ||
Series G Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
9% Convertible Preferred Stock | ||
Series H Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
9% Convertible Preferred Stock | 3 | |
Series I Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
9% Convertible Preferred Stock | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2017 | Jul. 31, 2016 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,450,000 | 2,450,000 |
Common stock, shares issued | 1,068,101 | 908,541 |
Common stock, shares outstanding | 1,068,101 | 908,541 |
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 | 0 | 120 |
Convertible preferred stock, shares outstanding | 0 | 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 | 0 | 500 |
Convertible preferred stock, shares outstanding | 0 | 500 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series H Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 0.001 |
Convertible preferred stock, shares authorized | 109,000 | 109,000 |
Convertible preferred stock, shares issued | 3,000 | 0 |
Convertible preferred stock, shares outstanding | 3,000 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
Series I Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 6,000 | 6,000 |
Convertible preferred stock, shares issued | 790 | 0 |
Convertible preferred stock, shares outstanding | 790 | 0 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Operating Expenses: | ||
Research and development | $ 422,294 | $ 467,382 |
General and administrative | 1,174,547 | 1,435,186 |
Total Operating Expenses | 1,596,841 | 1,902,568 |
Operating Loss | (1,596,841) | (1,902,568) |
Other Income/(Expense): | ||
Impairment of patents (Note 4) | 1,165,864 | |
Interest expense | (743,101) | (418,500) |
Changes in fair value of contingent purchase consideration (Note 14) | (61,822,197) | |
Impairment of goodwill (Note 14) | (13,380,377) | |
Change in fair value of derivative liabilities | 709,917 | 263,823 |
Net (Loss) | (76,832,599) | (3,223,109) |
Net (loss) attributable to noncontrolling interests | (6,816,405) | |
Net (Loss) Available to Common Stockholders | $ (70,016,194) | $ (3,223,109) |
Net (Loss) Per Common Share (Note 10) - Basic | $ (70.92) | $ (3.69) |
Net (Loss) Per Common Share (Note 10) - Diluted | $ (70.92) | $ (3.69) |
Shares Used to Compute (Loss) per Share (Note 10) - basic and diluted | 987,288 | 873,309 |
Other Comprehensive Income | ||
Net (Loss) | $ (70,016,194) | $ (3,223,109) |
Change in foreign currency translation adjustments | (15,722) | (9,865) |
Comprehensive Loss Available to Common Stockholders | $ (70,031,916) | $ (3,232,974) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Preferred Stock | ||
Balance | ||
Balance (in shares) | 620 | 1,170 |
Issuance of common stock in exchange for services | ||
Issuance of common stock in exchange for services (in shares) | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock upon conversion of preferred stock (in shares) | (620) | (550) |
Issuance of common stock for preferred stock make whole payments | ||
Issuance of common stock for preferred stock make whole payments (in shares) | ||
Exercise of stock options/warrants for cash | ||
Exercise of stock options/warrants for cash (in shares) | ||
Cashless exercise of warrants | ||
Cashless exercise of warrants (in shares) | ||
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Issuance of common stock and warrants for acquisition | ||
Issuance of common stock and warrants for acquisition (shares) | ||
Issuance of series H preferred stock for cash | $ 3 | |
Issuance of series H preferred stock for cash (in shares) | 3,000 | |
Issuance of series I preferred stock for conversion of debt | $ 1 | |
Issuance of series I preferred stock for conversion of debt (in shares) | 790 | |
True-up rounding shares for reverse stock split | ||
True-up rounding shares for reverse stock split (in shares) | ||
Noncontrolling interest | ||
Net loss | ||
Currency translation adjustment | ||
Balance | $ 4 | |
Balance (in shares) | 3,790 | 620 |
Common Stock | ||
Balance | $ 909 | $ 826 |
Balance (in shares) | 908,541 | 825,496 |
Issuance of common stock in exchange for services | ||
Issuance of common stock in exchange for services (in shares) | 3,000 | |
Issuance of common stock upon conversion of preferred stock | $ 41 | $ 37 |
Issuance of common stock upon conversion of preferred stock (in shares) | 41,333 | 36,667 |
Issuance of common stock for preferred stock make whole payments | 20 | 20 |
Issuance of common stock for preferred stock make whole payments (in shares) | 19,529 | 20,139 |
Exercise of stock options/warrants for cash | $ 3 | $ 26 |
Exercise of stock options/warrants for cash (in shares) | 3,333 | 25,939 |
Cashless exercise of warrants | $ 31 | |
Cashless exercise of warrants (in shares) | 31,195 | |
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Issuance of common stock and warrants for acquisition | $ 53 | |
Issuance of common stock and warrants for acquisition (shares) | 53,211 | |
Issuance of series H preferred stock for cash | ||
Issuance of series H preferred stock for cash (in shares) | ||
Issuance of series I preferred stock for conversion of debt | ||
Issuance of series I preferred stock for conversion of debt (in shares) | ||
True-up rounding shares for reverse stock split | $ 11 | |
True-up rounding shares for reverse stock split (in shares) | 10,958 | |
Noncontrolling interest | ||
Net loss | ||
Currency translation adjustment | ||
Balance | $ 1,068 | $ 909 |
Balance (in shares) | 1,068,100 | 908,541 |
Common Stock Payable | ||
Balance | ||
Issuance of common stock in exchange for services | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | ||
Exercise of stock options/warrants for cash | ||
Cashless exercise of warrants | 1,071,851 | |
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Issuance of common stock and warrants for acquisition | 1,097,100 | |
Issuance of series H preferred stock for cash | ||
Issuance of series I preferred stock for conversion of debt | ||
True-up rounding shares for reverse stock split | ||
Noncontrolling interest | ||
Net loss | ||
Currency translation adjustment | ||
Balance | 2,168,951 | |
Additional Paid-In Capital | ||
Balance | 363,687,741 | 363,381,380 |
Issuance of common stock in exchange for services | 4,500 | |
Issuance of common stock upon conversion of preferred stock | $ (41) | $ (37) |
Issuance of common stock for preferred stock make whole payments | 167,380 | 148,480 |
Exercise of stock options/warrants for cash | $ 49,997 | $ (26) |
Cashless exercise of warrants | 460,455 | |
Issuance of stock options for compensation liabilities | 123,147 | |
Issuance of stock options as compensation | 30,297 | |
Issuance of common stock and warrants for acquisition | 253,763 | |
Issuance of series H preferred stock for cash | 2,999,997 | |
Issuance of series I preferred stock for conversion of debt | 790,346 | |
True-up rounding shares for reverse stock split | (11) | |
Noncontrolling interest | ||
Net loss | ||
Currency translation adjustment | ||
Balance | 368,409,627 | 363,687,741 |
Accumulated Deficit | ||
Balance | (375,704,372) | (372,481,263) |
Issuance of common stock in exchange for services | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | ||
Exercise of stock options/warrants for cash | ||
Cashless exercise of warrants | ||
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Issuance of common stock and warrants for acquisition | ||
Issuance of series H preferred stock for cash | ||
Issuance of series I preferred stock for conversion of debt | ||
True-up rounding shares for reverse stock split | ||
Noncontrolling interest | ||
Net loss | (70,016,194) | (3,223,109) |
Currency translation adjustment | ||
Balance | (445,720,566) | (375,704,372) |
Accumulated Other Comprehensive Income | ||
Balance | 798,872 | 808,737 |
Issuance of common stock in exchange for services | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | ||
Exercise of stock options/warrants for cash | ||
Cashless exercise of warrants | ||
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Issuance of common stock and warrants for acquisition | ||
Issuance of series H preferred stock for cash | ||
Issuance of series I preferred stock for conversion of debt | ||
True-up rounding shares for reverse stock split | ||
Noncontrolling interest | ||
Net loss | ||
Currency translation adjustment | (15,722) | (9,865) |
Balance | 783,150 | 798,872 |
Sub Total | ||
Balance | (11,216,850) | (8,290,320) |
Issuance of common stock in exchange for services | 4,500 | |
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | 167,400 | 148,500 |
Exercise of stock options/warrants for cash | $ 50,000 | |
Cashless exercise of warrants | 1,532,337 | |
Issuance of stock options for compensation liabilities | 123,147 | |
Issuance of stock options as compensation | 30,297 | |
Issuance of common stock and warrants for acquisition | 1,350,916 | |
Issuance of series H preferred stock for cash | 3,000,000 | |
Issuance of series I preferred stock for conversion of debt | 790,347 | |
True-up rounding shares for reverse stock split | ||
Noncontrolling interest | ||
Net loss | (70,016,194) | (3,223,109) |
Currency translation adjustment | (15,722) | (9,865) |
Balance | (74,357,766) | (11,216,850) |
Noncontrolling Interest | ||
Balance | ||
Issuance of common stock in exchange for services | ||
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | ||
Exercise of stock options/warrants for cash | ||
Cashless exercise of warrants | ||
Issuance of stock options for compensation liabilities | ||
Issuance of stock options as compensation | ||
Issuance of common stock and warrants for acquisition | ||
Issuance of series H preferred stock for cash | ||
Issuance of series I preferred stock for conversion of debt | ||
True-up rounding shares for reverse stock split | ||
Noncontrolling interest | 1,297,940 | |
Net loss | (6,816,405) | |
Currency translation adjustment | ||
Balance | (5,518,465) | |
Balance | (11,216,850) | (8,290,320) |
Issuance of common stock in exchange for services | 4,500 | |
Issuance of common stock upon conversion of preferred stock | ||
Issuance of common stock for preferred stock make whole payments | 167,400 | 148,500 |
Exercise of stock options/warrants for cash | $ 50,000 | |
Cashless exercise of warrants | 1,532,337 | |
Issuance of stock options for compensation liabilities | 123,147 | |
Issuance of stock options as compensation | 30,297 | |
Issuance of common stock and warrants for acquisition | 1,350,916 | |
Issuance of series H preferred stock for cash | 3,000,000 | |
Issuance of series I preferred stock for conversion of debt | 790,347 | |
True-up rounding shares for reverse stock split | ||
Noncontrolling interest | 1,297,940 | |
Net loss | (76,832,599) | (3,223,109) |
Currency translation adjustment | (15,722) | (9,865) |
Balance | $ (79,876,231) | $ (11,216,850) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net (loss) | $ (76,832,599) | $ (3,223,109) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,045 | 265,210 |
Common stock issued for services rendered | 4,500 | |
Write-off of patents | 1,165,864 | |
Issuance of stock options as compensation | 27,344 | |
Common stock issued for interest on convertible debentures and preferred stock | 148,500 | |
Loss on goodwill impairment | 13,380,377 | |
Changes in fair value of contingent purchase consideration | 61,822,197 | |
Loss on disposal of property and equipment | 1,276 | |
Amortization of debt discount | 252,700 | |
Forgiveness of debt from related party | (83,554) | |
Change in fair value of derivative liabilities | (709,917) | (263,823) |
Changes in operating assets and liabilities | ||
Accounts receivable | 980 | |
Inventory | 11,106 | |
Accounts payable and accrued expenses | 899,750 | 1,056,955 |
Other current assets | 77,660 | 43,076 |
Other assets | 4,630 | |
Net Cash Used in Operating Activities | (1,170,349) | (775,483) |
Cash Flows From Investing Activities: | ||
Deposit on investment | (4,000,000) | |
Return of investment | 4,000,000 | |
Cash received in acquisition of a business | 12,363 | |
Net cash (used) in investing activities | 12,363 | |
Cash Flows From Financing Activities: | ||
Loan proceeds from related party | 1,171,021 | |
Repayment of loan to related party | (14,096) | |
Proceeds from issuance of long-term debt | 50,000 | |
Proceeds from convertible note payable | 503,879 | |
Repayment of convertible note payable | (674,855) | |
Proceeds from exercise of stock options | 2,952 | |
Proceeds from issuance of preferred stock | 3,000,000 | |
Proceeds from exercise of warrants | 50,000 | |
Net Cash Provided by Financing Activities | 4,035,949 | 52,952 |
Effects of currency translation on cash and cash equivalents | (15,698) | (10,535) |
Net Increase (Decrease) in Cash and Cash Equivalents | 2,862,266 | (733,066) |
Cash and Cash Equivalents, Beginning of Period | 16,899 | 749,965 |
Cash and Cash Equivalents, End of Period | 2,879,165 | 16,899 |
Supplemental Disclosure of Cash Flow Information | ||
Payment of note by issuance of convertible note payable | 50,000 | |
Issuance of stock options to satisfy compensation liabilities | 123,147 | |
Cashless exercise of warrants | 1,532,337 | |
Conversion of debt from related party | 790,347 | |
Common stock issued for make whole payments | 167,400 | |
Issuance of round up shares | $ 11 | |
Shares issued for acquisition of a business | 1,350,916 | |
Series F Convertible Preferred Stock | ||
Supplemental Disclosure of Cash Flow Information | ||
Conversion of convertible preferred stock to common stock | $ 8 | |
Series G Convertible Preferred Stock | ||
Supplemental Disclosure of Cash Flow Information | ||
Conversion of convertible preferred stock to common stock | $ 33 |
Organization and Business
Organization and Business | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Business | Note 1 –Organization of Business and Going Concern: Generex Biotechnology Corporation (“Generex” or the “Company”), was formed in the State of Delaware on September 4, 1997 and its year-end is July 31. It is engaged primarily in the research and development of drug delivery systems and the use of the Company’s proprietary technology for the administration of formulations of large molecule drugs to the oral (buccal) cavity using a hand-held aerosol applicator; and through the Company’s wholly-owned subsidiary, Antigen Express, Inc. (“Antigen”), has undertaken work on immunomedicines incorporating proprietary vaccine formulations. On January 18, 2017, the Company closed an Acquisition Agreement pursuant to which the Company acquired a 51% interest in Hema Diagnostic Systems, LLC (“HDS”), a Florida limited liability company established in December 2000 to market and distribute rapid test devices including infectious diseases. Since 2002, HDS has been developing an expanding line of rapid diagnostic tests (RDTs) including such diseases as Human Immunodeficiency Virus (HIV) – 1/2, tuberculosis, malaria, hepatitis, syphilis, typhoid and dengue as well as other infectious diseases. On March 14, 2017, the Company effected a one-for-one thousand (1:1,000) reverse stock split whereby the Company (i) decreased the number of authorized shares of Common Stock by a ratio equal to one-for-one thousand (1:1,000) (the “Reverse Split Ratio”), and (ii) correspondingly and proportionately decreased, by a ratio equal to the Reverse Split Ratio, the number of issued and outstanding shares of Common Stock (the “Reverse Stock Split”). Proportional adjustments for the reverse stock split were made to the Company's outstanding stock options, warrants and equity incentive plans for all periods presented. Going Concern The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company has experienced negative cash flows from operations since inception and has an accumulated deficit of approximately $446 million and a working capital deficiency of approximately $21 million at July 31, 2017. The Company has funded its activities to date almost exclusively from debt and equity financings. The Company will continue to require substantial funds to implement its new investment acquisition plans. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and 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. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the balance sheet date. 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 Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2017 | |
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 and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The subsidiaries included in the Company’s consolidated financial statements are: Generex Pharmaceuticals, Inc.; Generex (Bermuda), Inc.; Antigen Express, Inc.; 1097346 Ontario, Inc.; Hema Diagnostics Systems, LLC; Hema Diagnostics Systems Panama S.A.; Rapid Medical Diagnostics Corporation. Provided, however, that in the event that the Purchasers fail to purchase 100% of the shares of Preferred Stock at any given Closing (other than the Closing Series H Tranche One) notwithstanding that the Company is ready, willing, and able to effect such Closing in accordance with the terms and conditions of this Agreement (a “Failure to Purchase Event”), then: (i) the Purchasers’ entitlement to purchase any Preferred Stock in respect of that Closing and any and all subsequent Closings under this Agreement is forfeit in total, (ii) the Company shall have no obligation to issue any further Securities to the Purchasers under this Agreement, and (iii) the Company shall have no recourse against the Purchasers, at law or in equity, in respect of such Failure to Purchase Event. For greater certainty, any securities that would otherwise have been issuable by the Company to the Purchasers but for the Failure to Purchase Event shall not be Securities (as that term is defined in this Agreement) and the Company shall have no registration obligation in respect thereof under the Registration Rights Agreement. Business Combinations Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair value at the date of acquisition of the assets given, equity instruments issued or liabilities incurred or assumed. Acquisition related costs are expensed as incurred (except for those costs arising on the issue of equity instruments which are recognized directly in equity). Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the acquisition date. Goodwill is measured as the excess of the acquisition cost and the amount of any non-controlling interest, over the fair value of the identifiable net assets acquired. Cash and Cash Equivalents The Company considers Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the Weighted Average method. The Company periodically evaluates its inventory for any obsolete or slow moving items based on production lot number and advances in production design or technology. Any inventory determined to be obsolete or slow moving inventory is written down to its net realizable value. 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 seven years. Gains and losses on depreciable assets retired or sold are recognized in the consolidated 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 and the acquisition of HDS in January 2017. 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. In-process Research & Development: The costs of in-process research and development (“IPR&D”), related to the Company’s business combination with HDS, were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D is not amortized but is reviewed for impairment at least annually, or when events or changes in the business environment indicate the carrying value may be impaired. 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. Derivative Warrant Liability The Company’s 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 liabilities.” 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 Company’s 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. 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. Foreign Currency Translation The functional and reporting currency of the Company and most of its subsidiaries is the United States Dollar. One subsidiary, Generex Pharmaceuticals, Inc., has a functional currency of the Canadian Dollar. 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 an average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary’s financial statements from its functional currency to the Company’s functional currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the statement of operations and comprehensive loss. 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 Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, call option, warrants to be issued, derivative warrant liability, derivative additional investment right liability, loans payable and loans from related parties. All of these items, except of the call option, derivative warrant liability, derivative additional investment right liability and warrants to be issued, 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 loans from related parties approximate their respective fair values because of the short maturities of these instruments. The call option, derivative warrant liability, derivative additional investment right liability and warrants to be issued, were determined to be Level 2 fair value measurements. 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 We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-15 and does not expect any material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 - Property and Equipment July 31, 2017 2016 Equipment $ 82,602 $ — Leasehold Improvements 40,445 — Furniture and Fixtures 1,402 10,900 Less: Accumulated depreciation 123,876 9,602 Property and Equipment, net $ 573 $ 1,298 Depreciation expense related to property and equipment amounted to $3,675 and $1,517 for the years ended July 31, 2017 and 2016, respectively. |
Patents
Patents | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Patents | Note 4 - Patents The costs and accumulated amortization of patents are summarized as follows: Beginning balance as of August 1, 2015 $ 1,430,016 Additions 17,742 Less: Amortization expense 281,894 Write-off due to abandonment (1,165,864 ) Patents, net as of July 31, 2016 — Net patents acquired during acquisition of HDS 27,221 Less: Amortization expense 1,370 Patents, net as of July 31, 2017 $ 25,851 Weighted average life 9 years Amortization expense amounted to $1,370 and $281,894 for the years ended July 31, 2017 and 2016, respectively. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2017 | |
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 $(76,823,599) and $(1,374,725) for the years ended July 31, 2017 and 2016, respectively. Pre-tax (losses) arising from foreign operations (Canada) were $(869,116) and $(504,101) for the years ended July 31, 2017 and 2016, respectively. As of July 31, 2016, the Company has NOL carryforwards in Generex Biotechnology Corporation of approximately $200 million, which expire in 2018 through 2036, in Generex Pharmaceuticals Inc. of approximately $34.7 million, which expire in 2018 through 2036, and in Antigen Express, Inc. of approximately $31.3 million, which expire in 2018 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 Company’s equity and convertible debenture financing transactions. For the years ended July 31, 2017 and 2016, the Company’s 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, 2017 2016 Net operating loss carryforwards $ 88,428,273 $ 86,895,338 Other temporary differences 4,132,264 150,004 Intangible assets — — Total Deferred Tax Assets 92,560,537 87,045,342 Valuation Allowance (92,560,537 ) (86,678,987 ) 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 Company’s effective tax rate for the years ended July 31, 2017 and 2016 is as follows: July 31, 2017 2016 Federal statutory rate (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: Imputed interest income on intercompany receivables from foreign subsidiaries 0 4 Non-deductible or non-taxable items 27 (3 ) Other temporary differences (1 ) 26 Change in valuation allowance 8 7 Effective tax rate — % — % As of July 31, 2017, 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 2014 to 2017 remain open to examination by the Internal Revenue Agency or other tax jurisdictions to which the Company is subject. The Company’s Canadian tax returns are subject to examination by federal and provincial taxing authorities in Canada. Generally, tax years 2009 to 2017 remain open to examination by the Canada Revenue Agency or other tax jurisdictions to which the Company is subject. |
Loans from Related Parties
Loans from Related Parties | 12 Months Ended |
Jul. 31, 2017 | |
Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Loan from Related Party | Note 6 - Loans from Related Parties On January 16, 2017, Joseph Moscato, Chief Executive Officer and director (“Moscato”), and Lawrence Salvo, Senior Vice President and director (“Salvo”), each made an unsecured $250,000, non-interest bearing, advances to the Company, $500,000 in the aggregate, which the Company paid to Emmaus Life Sciences, Inc. pursuant to the Emmaus Letter of Intent (“Emmaus LOI”) (see Note 9). Both Moscato and Salvo made other advances ($75,820 and $82,803, respectively) to permit the Company to pay certain third party expenses in connection with the implementation of the Company’s repurposed business plan, including legal, accounting, transfer agent, Edgarization, and press release fees. On April 27, 2017, the Company converted 100% of such advances, $658,622 in the aggregate (the “Moscato – Salvo Advances”) into 790 shares of Series I preferred stock (see Note 11). HDS received substantially all of its funding from a shareholder, who owned 98.9% of HDS prior to the acquisition of HDS by the Company. The loan is unsecured, matures on December 31, 2019 and accrued interest at 0.75% per annum through January 19, 2017, and bearing no interest thereafter. Upon acquisition of HDS by the Company (see Note 14), the outstanding principal balance was $13,239,837 and total accrued interest of $191,869. This loan is subject to a call option (Note 14) which, if exercised, the principal and accrued interest through January 18, 2017 would be eliminated. From January 19, 2017 through July 31, 2017, the loan principal increased by $498,303. As of July 31, 2017, the outstanding principal balance was $13,738,140. |
Loan Payable
Loan Payable | 12 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Loan Payable | Note 7 – Loan Payable In May 2016, the Company borrowed $50,000 from a lender (“Demand Note”). This unsecured note bore interest at 9% per annum and was due on demand In March 2017, this note was cancelled upon issuance of a new convertible note payable (See Note 8). |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Convertible Note Payable | Note 8 – Convertible Note Payable On March 6, 2017, Generex entered into a Securities Purchase Agreement with Alpha Capital Anstalt (“Alpha”), pursuant to which the Company agreed to issue a Convertible Note due March 6, 2018 (“Convertible Note”) in the principal amount of $674,855. This Convertible Note bore no interest, except in the event of a default, in which the default interest rate was 15% per annum. Consideration received for the Convertible Note was $562,379, comprised of $500,000 in cash (paid directly to Emmaus Life Sciences, Inc. pursuant to the Emmaus LOI (see Note 9)), the cancellation of a $50,000 Demand Note the Company had issued to the investor in May 2016 (See Note 7), $3,879 in accrued interest on the Demand Note and $8,500 in legal fees for the investor’s counsel, which the Company was obligated to pay pursuant to the Securities Purchase Agreement. This Convertible Note was convertible, at the option of the holder, at any time, into shares of common stock at a conversion rate of $10.00 per share. Upon issuance, the Company recorded a debt discount of $120,976, consisting of $112,476 original issue discount and $8,500 of legal fees, to be amortized over the term of the Convertible Note. The Convertible Note included a provision stating that if the Company failed to timely consummate the transaction with Emmaus Life Sciences, Inc. pursuant to the Letter of Intent, the Note would become immediately due and payable, On May 30, 2017, the Company received notice from the investor’s counsel declaring the Note due and payable due to the termination of the Letter of Intent. In July 2017, the principal balance of the Convertible Note was fully repaid. In addition, the Company agreed to pay a late fee of $75,000 to Alpha, of which $27,000 remains due as of July 31, 2017 and is included in accounts payable and accrued expenses. For the year ended July 31, 2017, amortization of debt discount was $120,976 utilizing effective interest rate of 19.91%. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies: Emmaus LOI On January 16, 2017, the Company and Emmaus Life Sciences, Inc. (“Emmaus”) entered into a letter of intent (“LOI”) contemplating that the Company will acquire a controlling interest in the outstanding capital stock of Emmaus for a total consideration of $225,000,000 in cash and Generex stock. The purchase price for shares of stock of the Emmaus Shares will consist of $10,000,000 in cash and $215,000,000 worth of shares of the Company’s common stock (“Company Shares”). The Company paid an aggregate $4,000,000 in cash deposits to Emmaus under the LOI. On May 16, 2017, the LOI was terminated and Emmaus repaid the $4,000,000. 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, Rose Perri, a former officer of the Company, 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, John Barratt, Brian Masterson, Mark 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 plaintiff’s claims relate to an alleged contract between the plaintiff and the Company for property management services for certain Ontario properties owned by the Company. The Company terminated the plaintiff’s property management services in April 2011. Following the close of pleadings, the Company served a motion for summary judgment. The plaintiff responded by amending its statement of claim to include a claim to the Company’s interest in certain of its real estate holdings. The plaintiff moved for leave to issue and register a Certificate of Pending Litigation in respect of this real estate. The motion was not successful in respect of any current real estate holdings of the Company. The Company is not able to predict the ultimate outcome of this legal proceeding at the present time or to estimate an amount or range of potential loss, if any, from this legal proceeding. In December 2011, a vendor of the Company commenced an action against the Company and its subsidiary, Generex Pharmaceuticals, Inc., in the Ontario Superior Court of Justice claiming damages for unpaid invoices including interest in the amount of $429,000, in addition to costs and further interest. The Company responded to this statement of claim and also asserted a counterclaim in the proceeding for $200,000 arising from the vendor’s breach of contract and detinue, together with interest and costs. On November 16, 2012, the parties agreed to settle this action and the Company has agreed to pay the plaintiff $125,000, following the spinout of its subsidiary Antigen, from the proceeds of any public or private financing related to Antigen subsequent to such spinout. Each party agreed to execute mutual releases to the claim and counterclaim to be held in trust by each party’s counsel until payment of the settlement amount. Following payment to the plaintiff, the parties agree that a Consent Dismissal Order without costs will be filed with the court. If the Company fails to make the payment following completion of any post-spinout financing related to Antigen or any other subsidiaries, the Plaintiffs may take out a judgment in the amount of the claim plus interest of 3% per annum and costs fixed at $25,000. On August 22, 2017, Generex received a letter from counsel for Three Brothers Trading LLC, d/b/a Alternative Execution Group (“AEXG”), claiming breach of a Memorandum of Understanding (“MOU”) between Generex and AEXG. The MOU related to AEXG referring potential financing candidate to Generex. The letter from AEXG counsel claimed that Generex’s acceptance of $3,000,000 in financing from Pharma Trials, LLC, in March 2017, violated the provisions of the MOU prohibiting Generex from seeking other financing, with certain exceptions, for a period of 60 days after execution of the MOU. AEXG has demanded at least $210,000 in cash and 84,000 warrants for Generex stock convertible at $2.50 per share, for attorney’s fees and costs. Generex management believes the Pharma Trials, LLC Financing was not subject to the prohibitions because the representative of Pharma Trials, LLC was a director of Generex, and for other reasons. The Company is involved in certain other legal proceedings in addition to those specifically described herein. Subject to the uncertainty inherent in all litigation, the Company does not believe at the present time that the resolution of any of these legal proceedings is likely to have a material adverse effect on the Company’s consolidated financial position, operations or cash flows. With respect to all litigation, as additional information concerning the estimates used by the Company becomes known, the Company reassesses its position both with respect to accrued liabilities and other potential exposures. |
Net (Loss) _ Income Per Share (
Net (Loss) / Income Per Share (“EPS”) | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Net Income (Loss) Per Share (EPS) | Note 10 - Net (Loss) / Income Per Share (“EPS”): Basic EPS and diluted EPS for the years ended July 31, 2017 and 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 1,534,095 and 456,010 incremental shares, have been excluded from the respective 2017 and 2016 computation of diluted EPS as they are anti-dilutive. |
Stockholders_ Deficiency
Stockholders’ Deficiency | 12 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
Stockholders’ Deficiency | Note 11 - Stockholders’ Deficiency: Common Stock On January 18, 2017, the Company issued 53,211 shares of common stock for the acquisition of 51% of HDS and is obligated to issue 230,000 shares of common stock upon the conclusion of the Company’s reverse stock split. As at year end the shares have yet to be issued. During January 2017, the Company issued 8,000 shares of common stock for the conversion of 120 shares of Series F convertible preferred stock, plus 4,235 shares for the related make-whole payments issued to convert the accumulated dividend payable. During January 2017, the Company issued 10,000 shares of common stock for the conversion of 150 shares of Series G convertible preferred stock, plus 4,688 shares for the related make-whole payments issued to convert the accumulated dividend payable. During February 2017, the Company issued 23,333 shares of common stock for the conversion of 350 shares of Series G convertible preferred stock, plus 10,606 shares for the related make-whole payments issued to convert the accumulated dividend payable. On February 9, 2017, the Company offered all current warrant holders an option to exercise immediately all outstanding common stock purchase warrants on a cashless basis at a reduced exercise price of $7.40 per share from $15.00 per share. The Company agreed to issue a total of 103,809 shares of common stock in connection with the exercise of 314,649 warrants in connection with the following outstanding warrants: Warrants Exercised Shares Agreed to be Issued Series C 9% Convertible Preferred Stock 10,000 3,299 Series D 9% Convertible Preferred Stock 16,649 5,492 Series E 9% Convertible Preferred Stock 119,667 39,481 Series F 9% Convertible Preferred Stock 138,333 45,639 Series G 9% Convertible Preferred Stock 30,000 9,898 314,649 103,809 As of the date of this filing, 31,195 shares have been issued and 72,614 shares remain to be issued resulting in additional common stock payable $1,071,851 as of July 31, 2017. Warrants As of July 31, 2016, the Company had 383,877 warrants with a current exercise price of $15 which have price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Company’s issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the exercise price then in effect. For instance, if the Company issues shares of its common stock or options exercisable for or securities convertible into common stock at an effective price per share of common stock less than the exercise price then in effect, the exercise price will be reduced to the effective price of the new issuance. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. There are a limited number of permitted types of stock and equity instrument issuances for each series of warrants which will not invoke the price protection provisions of these warrants. The conversion price for all previously outstanding warrants was adjusted from $30.00 to $15.00 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 to 479,577, in addition to the 33,333 warrants issued in the financing. During the year ended July 31, 2016, 129,033 warrants, which had an exercise price of $15 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 $15 per share and have a weighted average remaining life of 2.1 years. As of July 31, 2016, there were a total of 383,877 warrants with an estimated fair value of $2,048,846, which were identified on the consolidated balance sheets under the caption “Derivative Warrant Liability”. During the year ended July 31, 2017, 65,896 warrants expired. There were 3,333 warrants exercised at an exercise price of $15.00 per share with proceeds of $50,000 for the year ended July 31, 2017 and 314,649 warrants were exercised on a cashless basis at a reduced exercise price of $7.40 issuing 103,809 shares of common stock. As of July 31, 2017, there are no warrants issued or outstanding. The Company accounts for the warrants with price protection provisions in accordance with FASB ASC Topic 815 as described in Note 12 - Derivative Liabilities Series A, B, C, D, E, F, and G 9% Convertible Preferred Stock All of the Company’s Series A, B, C, D and E 9% Convertible Preferred Stocks were converted prior to the beginning of the Company’s 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 69,167 shares of common stock. An aggregate of 69,167 shares of the Company’s 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 shares of common stock. An aggregate of 33,333 shares of the Company’s 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 Company’s common stock at an effective conversion price of $15.00 per share (Note: The conversion price for the Series F Convertible Preferred Stock was adjusted from $30.00 to $15.00 in conjunction with the Series G Convertible Preferred Stock financing on June 24, 2015 and in February 2017, the Company adjusted exercise further to $7.40 and all remaining outstanding warrants were exercised). Prior to conversion, the warrants, were entitled to accrue a 9% dividend until the third-year anniversary of the issuances. On each one-year anniversary thereafter, such dividend rate increased 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 Company’s option, in shares of common stock. In the event that the Series F and G convertible preferred stock was 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 Company’s option, in shares of its common stock. In addition, beginning on the third anniversary date of the issuances, the Company will pay dividends on shares of preferred stock equal to (on an as-if-converted-to-common-stock basis) and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, and if such dividends are paid. The Company will incur a late fee of 18% per annum on unpaid dividends. The conversion price of the convertible preferred stock was 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 was also to 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 were 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 were entitled to receive, upon conversion of their shares, any securities or other consideration received by the holders of the Company’s common stock pursuant to the fundamental transaction. The conversion price for the Series F Convertible Preferred Stock was adjusted from $30.00 to $15.00 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 27,942 to 55,883 and the exercise price further adjusted from $15.00 to $7.40 during February 2017. 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 69,167 and 33,333 warrants, respectively to the investors. Subject to certain ownership limitations, the warrants are exercisable at any time after their respective dates of issuance and on or before the fifth-year anniversary thereafter at an exercise price of $15.00 per share of common stock (Note: The conversion price for the warrants issued in the Series F Convertible Preferred Stock financing was adjusted from $30.00 to $15.00 in conjunction with the Series G Convertible Preferred Stock financing on June 24, 2015 and the number of warrants increased from 69,167 to 138,333; and in February 2017, the Company adjusted exercise further to $7.40 and all remaining outstanding warrants were exercised). Prior to conversion, the exercise price of the warrants and, in some cases, the number of shares issuable upon exercise, was 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 could have been 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 had been 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 could have been entitled to receive, upon exercise of their warrants, any securities or other consideration received by the holders of the Company’s common stock pursuant to the fundamental transaction. Until such time that these warrants were exercised, these warrants had been classified as derivative liabilities and are described further in Note 12 - 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 had the right, in its sole determination, 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 would have had 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 had been classified as derivative liabilities and are described further in Note 12 - Derivative Liabilities . As of July 31, 2017, 2,075 of the Series F convertible preferred stock had been converted to common stock. There were 97,108 shares of common stock issued upon the conversion of the Series F convertible preferred stock and 40,769 shares of common stock issued as “make-whole payments” on such conversions. As of July 31, 2017, 500 of the Series G convertible preferred stock had been converted to common stock. There were 33,333 shares of common stock issued upon the conversion of the Series G convertible preferred stock and 15,294 shares of common stock issued as “make-whole payments” on such conversions. As of July 31, 2017, there were no shares of Series F and Series G convertible preferred stock outstanding. 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 Company’s 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 12 - Derivative Liabilities Accounting allocation of initial proceeds Net proceeds $ 2,020,000 Derivative warrant liability fair value (2,016,065 ) 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. The remaining balance as of July 31, 2017 and July 31, 2016, after all conversions, are $-0- and $32,400, respectively, and is included in Accounts Payable and Accrued Expenses. 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 Company’s 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 12 - 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. The remaining balance as of July 31, 2017 and 2016, after all conversions, are $-0- and $135,000, respectively, and is in Accounts Payable and Accrued Expenses. Series H and Series I Convertible Preferred Stock The Company has authorized 109,000 shares of designated non-voting Series H Convertible Preferred Stock with a stated value of one thousand ($1,000) per share and authorized 6,000 shares of designated non-voting Series I Convertible Preferred Stock with a stated value of one thousand ($1,000) per share pursuant to the Purchase Agreement dated March 27, 2017. The Series H Preferred Stock was scheduled to be sold in four tranches to the Purchaser. Under the Securities Purchase Agreement, in the event the Purchaser failed to purchase 100% of the shares of Preferred Stock at any given Closing, the Company can decline to sell any further securities to the Purchaser (the Purchase Agreement”). The Series H and Series I Convertible Preferred Stock are convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $2.50 per share. An aggregate of 46,000,000 shares of the Company’s common stock would be issuable upon conversion of both the Series H and Series I Preferred Stock if all shares of such preferred stock contemplated by the securities purchase agreement are issued. Neither Series H nor Series I Convertible Preferred Stock have special dividend rights. If the Company pays dividends on its common stock, the holders of the preferred stock will receive dividends in the amount they would have received had they converted the preferred stock to common stock. The Series I Preferred Stock have a special one-time voting rights that provide at the first meeting of the Company’s stockholders following the initial issuance of the Preferred Stock, and all adjournments of such meeting, the Preferred Stock shall be entitled to vote on (i) the election of individuals to serve as members of the Board of Directors, and (ii) any proposal to increase the authorized number of shares of Common Stock. The Preferred Stock, as a class, shall be entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at such meeting (determined as of the record date for such meeting) by all other outstanding shares of the Company’s capital stock. Each share of Preferred Stock shall be entitled to cast a number of votes equal to the aggregate number determined pursuant to the last sentence divided by one thousand (1,000). At closing of the first tranche on March 28, 2017, the Company issued 3,000 shares of Series H Preferred Stock for a purchase price of $3,000,000. The proceeds of this sale were paid directly on the Company’s behalf to Emmaus as an additional deposit under the Company’s Emmaus LOI. An aggregate of 1,200,000 shares of the Company’s common stock are issuable upon conversion of the Series H Preferred Stock sold as of July 31, 2017. On April 17, 2017, the Purchaser failed to close the sale of Series I Preferred Stock despite the Company being ready, willing and able to proceed and the Company terminated the Purchaser’s rights on April 23, 2017. Under the Securities Purchase Agreement, in the event the Purchaser fails to purchase 100% of the shares of Preferred Stock, the Company can decline to sell any further securities to the Purchase. On April 23, 2017 the Company notified the Purchaser in writing that its rights to purchase additional shares were forfeit. Conversion of Debt to Officers into Series I Preferred Stock On April 27, 2017, the Company converted the “Moscato – Salvo Advances” (Note 6) after applying a 20% original issue discount, the same as the original issue discount negotiated at arm’s length with Alpha on March 6, 2017. Moscato converted $390,984 (including $65,164 original issue discount) into 391 shares of Series I Convertible Preferred Stock. Salvo converted $399,363 (including $66,560 original issue discount) into 399 shares of Series I Convertible Preferred Stock. The total original issue discount was $131,724 and was recorded as amortization of debt discount. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Derivative Liabilities | Note 12 - Derivative Liabilities: Derivative warrant liability As of July 31, 2016, the Company had warrants outstanding with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the exercise price of the warrants. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. Accounting for Derivative Warrant Liability The Company’s derivative instruments have been measured at fair value at July 31, 2017 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 operations and comprehensive loss. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s consolidated cash flows. There are no derivative warrants outstanding at July 31, 2017. The revaluation of the warrants at the end of the respective reporting periods resulted in the recognition of a gain of $516,509 within the Company’s consolidated statements of operations for the year ended July 31, 2017 and a gain of $314,569 within the Company’s consolidated statements of operations and comprehensive loss for the year ended July 31, 2016, 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, 2017 and July 31, 2016 were $0 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 July 31, 2016 until July 31, 2017: Value No. of Warrants Balance at July 31, 2015 - Derivative warrant liability $ 2,363,415 512,911 Forfeited or expired (455,573 ) (129,033 ) Increase in fair value of derivative warrant liability 141.004 n/a Balance at July 31, 2016 - Derivative warrant liability 2,048,846 383,878 Forfeited or expired (240,906 ) (65,896 ) Warrants exercised (1,532,336 ) (317,982 ) Decrease in fair value of derivative warrant liability (275,604 ) n/a Balance at July 31, 2017 - Derivative warrant liability $ — — 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. 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 fair value calculations were as follows: July 31, 2016 Current exercise price $ 15.00 Time to expiration 2.1 years Risk-free interest rate 0.76 % Estimated volatility 101 % Dividend — Stock price at year end $ 8.00 Fair Value Assumptions Used in Accounting for Derivative Additional Investment Rights Liability The Company has determined the derivative additional investment rights liability derived from the issuance of Preferred stock financing Series G shares (Note 11) 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 July 31, 2017 was $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 Current exercise price of warrants $ 15.00 Current conversion price of preferred stock $ 15.00 Time to expiration 0.05 years Risk-free interest rate 0.38 % Estimated volatility 13 % Dividend -0- Stock price at year end $ 8.00 The revaluation of the additional investment rights in the year ended July 31, 2017 and 2016, resulted in the recognition of a gain of $193,408 and a loss of $50,746, respectively. The respective gains are recorded within the Company’s consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities”. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation: | Note 13 - Stock-Based Compensation Stock Option Plans As of July 31, 2017, 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 shares of common stock are reserved for issuance under the 2001 Stock Option Plan (the 2001 Plan) and 135,000 shares of common stock are reserved for issuance under the 2006 Stock Plan as amended (the 2006 Plan). At July 31, 2017, there were 4,139 and 64,485 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, 2017 and 2016 amounted to $-0- and $30,297 respectively, and were charged to the consolidated statements of operations and comprehensive loss. In addition, during 2016 the Company issued 15,393 stock options in satisfaction of deferred compensation amounts totaling $123,147 owing to executives at that time. Share-based employee compensation related to common stock grants for the years ended July 31, 2017 and 2016 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 of any option grants in the fiscal years ended July 31, 2017 and 2016. Instead, the grants were valued at the amount of deferred compensation owed to each such individual. 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, 2015 30,233 $ 50.00 Granted 18,345 $ 1.00 Forfeited or expired (3,000 ) $ 280.00 Exercised (25,939 ) $ 1.00 Outstanding - July 31, 2016 19,639 $ 30.00 Forfeited or expired (1,544 ) $ 1.00 Outstanding - July 31, 2017 18,095 $ 31.02 Exercisable - July 31, 2017 18,095 $ 31.02 The 18,095 outstanding options at July 31, 2017 had a weighted average remaining contractual term of 1.11 years. There were no non-vested common stock options granted, vested or forfeited under the Plan for the fiscal year ended July 31, 2017. As of July 31, 2017, the Company did not have any unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. During the year ended July 31, 2016, the Company granted 18,345 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 $1 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, 2017. The following table summarizes information on stock options outstanding at July 31, 2017: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at July 31, 2017 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 17,245 $ 1.00 1.04 69,843 $ 640.00 850 $ 640.00 2.61 - 18,095 $ 31.02 1.11 $ 69,843 For the Years Ended July 31, 2017 2016 Aggregate Intrinsic Value of Options Exercised $ -0- $ 363,151 Cash Received for Exercise of Stock Options $ -0- $ 2,952 The intrinsic value is calculated as the difference between the market value as of July 31, 2017 and 2016 and the exercise price of the shares on the respective dates. The market values as of July 31, 2017 and 2016 were $5.05 and $79.00, respectively, based on the high and low bid information for July 31, 2017 and 2016. |
Acquisition of Hema Diagnostics
Acquisition of Hema Diagnostics Systems, LLC | 12 Months Ended |
Jul. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Hema Diagnostics Systems, LLC | Note 14 - Acquisition of Hema Diagnostics Systems, LLC On January 18, 2017, the Company acquired a 51% interest in Hema Diagnostic Systems, LLC (“HDS”), pursuant to the Acquisition Agreement. At closing, the Company acquired 4,950 of HDS’s 10,000 previously outstanding limited liability company units in exchange for 53,191 shares of Generex common stock valued at $253,721, plus 20 shares of Generex common stock issued to HDS in exchange for 300 new limited liability company units. The Acquisition Agreement also provides the Company with a call option to acquire the remaining 49% of HDS and a retirement of HDS shareholder loans in the amount of $13,431,706 (including interest) (the “Call Option”) for the aggregate purchase price of $1. Following the closing and the completion of Company’s reverse stock split, the Company is required to issue a further 230,000 shares of common stock and issue a warrant to a former shareholder of HDS to acquire 15,000,000 additional shares of Generex common stock for $2.50 per share. The issue of this warrant is contingent upon the Company obtaining approval from its shareholders for an increase in its authorized share capital. The total consideration was valued at $1,350,916 on the date of the acquisition. Fair Value of the HDS Assets The intangibles assets acquired include In–Process Research & Development (“IPR&D”). The Fair Value of the IPR&D intangible asset using an Asset Cost Accumulation methodology as of January 18, 2017 (the “Valuation Date”) was determined to be $2,911,377. The net purchase price of HDS was determined to be as follows: Stock Price at Closing Shares Fair Value Purchase price: Common Stock at closing $ 4.77 53,191 $ 253,721 Common Stock after closing $ 4.77 20 95 Common Stock post reverse stock split $ 4.77 230,000 1,097,100 Total purchase price $ 1,350,916 As of January 18, 2017, the issue of the warrant to acquire 15,000,000 additional common shares of Generex was contingent upon shareholder approval of an increase in the Company’s authorized capital stock. No warrant has been issued by the Company until such time that an increase in authorized capital has been approved. At the time of closing, Management was not of the opinion that it is more likely than not that the warrant will be issued and the Call Option will be exercised, accordingly no values have been attributed to the warrant and Call Option at closing. During the current year, management made a redetermination and estimated that it was more likely than not that the shareholder approval to increase authorized share capital would be obtained and the Call Option will be exercised. Accordingly, management recorded the fair value of the warrant of $66,060,026 as a liability and the Call Option of $4,237,829 as an asset as of July 31, 2017. The change in the fair value of the contingent purchase consideration of $61,822,197 is recorded in the consolidated statements of operations and comprehensive loss. Fair Value Assumptions Used in Accounting for Warrants The Company used the Black-Scholes option-pricing model to calculate the fair value of the warrants as of July 31, 2017. The Black-Scholes option-pricing 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. The key inputs used in the fair value calculations were as follows: July 31, 2017 Exercise price 2.50 Time to expiration 4.47 years Risk-free interest rate 1.84 % Estimated volatility 122.7 % Dividend — Stock price at valuation date $ 5.05 Fair Value Assumptions Used in Accounting for Call Option The Company used the Monte Carlo model to calculate the fair value of the call option as of July 31, 2017. The valuations are based on assumptions as of the valuation date with regard to the value of the asset acquired net of impairment, the risk-free interest rate, the estimated volatility of the stock price in the future, the time to expiration and the stock price at the date of valuation. The following assumptions were used in estimating the value of the Call Option: July 31, 2017 Risk-free interest rate 1.34 % Estimated volatility 143.9 % Remaining Term 2.47 Stock price at valuation date $ 5.05 The preliminary purchase price allocation of HDS was determined to be as follows: Cash and cash equivalents 12,363 Accounts receivable, net 980 Inventory, net 21,141 Other current assets 91,474 Property and equipment, net 4,249 Other assets, net 39,675 Accounts payable and accrued expenses (489,390 ) Loan to related parties (13,323,391 ) Net assets of HDS (13,642,899 ) Non-controlling interest (1,297,939 ) In-Process Research & Development 2,911,377 Goodwill 13,380,377 Total Purchase Price 51% Ownership $ 1,350,916 Goodwill and Intangible Assets The change in the carrying amount of goodwill and other intangible assets for the year ended July 31, 2017, is as follows: Total Goodwill Other Intangibles, net Balance as of July 31, 2016 $ — $ — $ — Acquisition of HDS 16,291,754 13,380,377 2,911,377 Current year amortization — — — Impairment of goodwill (13,380,377 ) (13,380,377 ) — Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 Intangible assets are generally amortized on a straight-line basis over the useful lives of the assets. The Company is currently not amortizing the in-process research and development until it becomes commercially viable and placed in service. At the time when the intangible assets are placed in service the Company will determine a useful life. Goodwill represents the excess of the purchase price over the fair market value of net assets acquired. Goodwill for HDS was $13.4 million as of the date of the acquisition. The Company conducted an impairment assessment of goodwill and determined that the goodwill was fully impaired. |
Segment Information
Segment Information | 12 Months Ended |
Jul. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 15 - 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 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 Company’s reportable segments. The Company’s 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. 2017 2016 Identifiable Assets Canada $ 2,881,326 $ 25,930 United States 7,213,219 344 Total $ 10,094,545 $ 26,274 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the interim consolidated financial statements were issued and identified the following for disclosure: Since July 31, 2017, the former majority shareholder of HDS has made further advances and/or loans to HDS totaling $94,000 as of the date of this filing. On August 24, 2017, the Company and Core Tech Solutions, Inc. (“Core Tech”) entered into a letter of intent (“LOI”) contemplating Company’s acquisition of a controlling interest of the outstanding capital stock of Core Tech for a total consideration of $15,000,000 in accordance with the terms and conditions therein. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2017 | |
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 and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The subsidiaries included in the Company’s consolidated financial statements are: Generex Pharmaceuticals, Inc.; Generex (Bermuda), Inc.; Antigen Express, Inc.; 1097346 Ontario, Inc.; Hema Diagnostics Systems, LLC; Hema Diagnostics Systems Panama S.A.; Rapid Medical Diagnostics Corporation. Provided, however, that in the event that the Purchasers fail to purchase 100% of the shares of Preferred Stock at any given Closing (other than the Closing Series H Tranche One) notwithstanding that the Company is ready, willing, and able to effect such Closing in accordance with the terms and conditions of this Agreement (a “Failure to Purchase Event”), then: (i) the Purchasers’ entitlement to purchase any Preferred Stock in respect of that Closing and any and all subsequent Closings under this Agreement is forfeit in total, (ii) the Company shall have no obligation to issue any further Securities to the Purchasers under this Agreement, and (iii) the Company shall have no recourse against the Purchasers, at law or in equity, in respect of such Failure to Purchase Event. For greater certainty, any securities that would otherwise have been issuable by the Company to the Purchasers but for the Failure to Purchase Event shall not be Securities (as that term is defined in this Agreement) and the Company shall have no registration obligation in respect thereof under the Registration Rights Agreement. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair value at the date of acquisition of the assets given, equity instruments issued or liabilities incurred or assumed. Acquisition related costs are expensed as incurred (except for those costs arising on the issue of equity instruments which are recognized directly in equity). Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the acquisition date. Goodwill is measured as the excess of the acquisition cost and the amount of any non-controlling interest, over the fair value of the identifiable net assets acquired. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the Weighted Average method. The Company periodically evaluates its inventory for any obsolete or slow moving items based on production lot number and advances in production design or technology. Any inventory determined to be obsolete or slow moving inventory is written down to its net realizable value. |
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 seven years. Gains and losses on depreciable assets retired or sold are recognized in the consolidated 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 and the acquisition of HDS in January 2017. 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. |
In-process Research & Development | In-process Research & Development: The costs of in-process research and development (“IPR&D”), related to the Company’s business combination with HDS, were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D is not amortized but is reviewed for impairment at least annually, or when events or changes in the business environment indicate the carrying value may be impaired. |
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. |
Derivative Warrant Liability | Derivative Warrant Liability The Company’s 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 liabilities.” |
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 Company’s 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. |
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. |
Foreign Currency Translation | Foreign Currency Translation The functional and reporting currency of the Company and most of its subsidiaries is the United States Dollar. One subsidiary, Generex Pharmaceuticals, Inc., has a functional currency of the Canadian Dollar. 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 an average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary’s financial statements from its functional currency to the Company’s functional currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the statement of operations and comprehensive loss. |
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 Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses, call option, warrants to be issued, derivative warrant liability, derivative additional investment right liability, loans payable and loans from related parties. All of these items, except of the call option, derivative warrant liability, derivative additional investment right liability and warrants to be issued, 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 loans from related parties approximate their respective fair values because of the short maturities of these instruments. The call option, derivative warrant liability, derivative additional investment right liability and warrants to be issued, were determined to be Level 2 fair value measurements. |
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 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 | Effects of Recent Accounting Pronouncements: Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-15 and does not expect any material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | July 31, 2017 2016 Equipment $ 82,602 $ — Leasehold Improvements 40,445 — Furniture and Fixtures 1,402 10,900 Less: Accumulated depreciation 123,876 9,602 Property and Equipment, net $ 573 $ 1,298 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Costs and accumulated amortization of patents | Beginning balance as of August 1, 2015 $ 1,430,016 Additions 17,742 Less: Amortization expense 281,894 Write-off due to abandonment (1,165,864 ) Patents, net as of July 31, 2016 — Net patents acquired during acquisition of HDS 27,221 Less: Amortization expense 1,370 Patents, net as of July 31, 2017 $ 25,851 Weighted average life 9 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Deferred income taxes | July 31, 2017 2016 Net operating loss carryforwards $ 88,428,273 $ 86,895,338 Other temporary differences 4,132,264 150,004 Intangible assets — — Total Deferred Tax Assets 92,560,537 87,045,342 Valuation Allowance (92,560,537 ) (86,678,987 ) 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, 2017 2016 Federal statutory rate (34.0 )% (34.0 )% Increase (decrease) in income taxes resulting from: Imputed interest income on intercompany receivables from foreign subsidiaries 0 4 Non-deductible or non-taxable items 27 (3 ) Other temporary differences (1 ) 26 Change in valuation allowance 8 7 Effective tax rate — % — % |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Schedule of warrants exercised | Warrants Exercised Shares Agreed to be Issued Series C 9% Convertible Preferred Stock 10,000 3,299 Series D 9% Convertible Preferred Stock 16,649 5,492 Series E 9% Convertible Preferred Stock 119,667 39,481 Series F 9% Convertible Preferred Stock 138,333 45,639 Series G 9% Convertible Preferred Stock 30,000 9,898 314,649 103,809 |
Series F Convertible Preferred Stock | |
Allocation of initial proceeds | Accounting allocation of initial proceeds Net proceeds $ 2,020,000 Derivative warrant liability fair value (2,016,065 ) 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) | 12 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Derivative warrant liability | Value No. of Warrants Balance at July 31, 2015 - Derivative warrant liability $ 2,363,415 512,911 Forfeited or expired (455,573 ) (129,033 ) Increase in fair value of derivative warrant liability 141.004 n/a Balance at July 31, 2016 - Derivative warrant liability 2,048,846 383,878 Forfeited or expired (240,906 ) (65,896 ) Warrants exercised (1,532,336 ) (317,982 ) Decrease in fair value of derivative warrant liability (275,604 ) n/a Balance at July 31, 2017 - Derivative warrant liability $ — — |
Fair value assumptions, derivative warrant liability | July 31, 2016 Current exercise price $ 15.00 Time to expiration 2.1 years Risk-free interest rate 0.76 % Estimated volatility 101 % Dividend — Stock price at year end $ 8.00 |
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 Current exercise price of warrants $ 15.00 Current conversion price of preferred stock $ 15.00 Time to expiration 0.05 years Risk-free interest rate 0.38 % Estimated volatility 13 % Dividend -0- Stock price at year end $ 8.00 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
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, 2015 30,233 $ 50.00 Granted 18,345 $ 1.00 Forfeited or expired (3,000 ) $ 280.00 Exercised (25,939 ) $ 1.00 Outstanding - July 31, 2016 19,639 $ 30.00 Forfeited or expired (1,544 ) $ 1.00 Outstanding - July 31, 2017 18,095 $ 31.02 Exercisable - July 31, 2017 18,095 $ 31.02 |
Information on stock options outstanding | Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at July 31, 2017 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 17,245 $ 1.00 1.04 69,843 $ 640.00 850 $ 640.00 2.61 - 18,095 $ 31.02 1.11 $ 69,843 |
Intrinsic value of stock options | For the Years Ended July 31, 2017 2016 Aggregate Intrinsic Value of Options Exercised $ -0- $ 363,151 Cash Received for Exercise of Stock Options $ -0- $ 2,952 |
Acquisition of Hema Diagnosti30
Acquisition of Hema Diagnostics Systems, LLC (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Business Combinations [Abstract] | |
Net purchase price of HDS | Stock Price at Closing Shares Fair Value Purchase price: Common Stock at closing $ 4.77 53,191 $ 253,721 Common Stock after closing $ 4.77 20 95 Common Stock post reverse stock split $ 4.77 230,000 1,097,100 Total purchase price $ 1,350,916 |
Preliminary purchase price allocation of HDS | Cash and cash equivalents 12,363 Accounts receivable, net 980 Inventory, net 21,141 Other current assets 91,474 Property and equipment, net 4,249 Other assets, net 39,675 Accounts payable and accrued expenses (489,390 ) Loan to related parties (13,323,391 ) Net assets of HDS (13,642,899 ) Non-controlling interest (1,297,939 ) In-Process Research & Development 2,911,377 Goodwill 13,380,377 Total Purchase Price 51% Ownership $ 1,350,916 |
Fair Value Assumptions Used in Accounting for Warrants | July 31, 2017 Exercise price 2.50 Time to expiration 4.47 years Risk-free interest rate 1.84 % Estimated volatility 122.7 % Dividend — Stock price at valuation date $ 5.05 |
Fair Value Assumptions Used in Accounting for Call Options | July 31, 2017 Risk-free interest rate 1.34 % Estimated volatility 143.9 % Remaining Term 2.47 Stock price at valuation date $ 5.05 |
Carrying amount of goodwill and other intangible assets | Total Goodwill Other Intangibles, net Balance as of July 31, 2016 $ — $ — $ — Acquisition of HDS 16,291,754 13,380,377 2,911,377 Current year amortization — — — Impairment of goodwill (13,380,377 ) (13,380,377 ) — Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 2017 2016 Identifiable Assets Canada $ 2,881,326 $ 25,930 United States 7,213,219 344 Total $ 10,094,545 $ 26,274 |
Organization of Business and Go
Organization of Business and Going Concern (Details Narrative) | 12 Months Ended | |
Jul. 31, 2017USD ($) | Jan. 18, 2017 | |
Reverse stock split ratio | 0.001 | |
Accumulated deficit | $ 446,000,000 | |
Working capital deficiency | $ 21,000,000 | |
Hema Diagnostic Systems, LLC | ||
Majority interest | 51.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Accounting Policies [Abstract] | ||
Write down of certain patents | $ 1,165,864 |
Property and Equipment - Long L
Property and Equipment - Long Lived Assets (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Less: Accumulated Depreciation | $ 123,876 | $ 9,602 |
Property and Equipment, Net | 573 | 1,298 |
Equipment [Member] | ||
Property, Plant and Equipment, Gross | 82,602 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | 40,445 | |
Furniture and Fixtures | ||
Property, Plant and Equipment, Gross | $ 1,402 | $ 10,900 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,675 | $ 1,517 |
Patents - Costs and accumulated
Patents - Costs and accumulated amortization of patents (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Accounting Policies [Abstract] | ||
Patents | $ 1,430,016 | |
Additions | 17,742 | |
Net patents acquired during acquisition of HDS | 27,221 | |
Less: Amortization expense | 1,370 | 281,894 |
Write-off due to abandonment | 1,165,864 | |
Patents, Net | $ 25,851 | |
Weighted Average Life | 9 years |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Accounting Policies [Abstract] | ||
Amortization expense, patents | $ 1,370 | $ 281,894 |
Write-off of abandoned patents | $ 1,165,864 |
Income Taxes - Deferred income
Income Taxes - Deferred income taxes (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 88,428,273 | $ 86,895,338 |
Other temporary differences | 4,132,264 | 150,004 |
Intangible assets | ||
Total Deferred Tax Assets | 92,560,537 | 87,045,342 |
Valuation Allowance | (92,560,537) | (86,678,987) |
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, 2017 | Jul. 31, 2016 | |
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 | 0.00% | 400.00% |
Nondeductible or non-taxable items | 2700.00% | (300.00%) |
Other temporary differences | (100.00%) | 2600.00% |
Change in valuation allowance | 800.00% | 700.00% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Pretax losses arising from domestic operations | $ (76,823,599) | $ (1,374,725) |
Pretax losses arising from foreign operations | (869,116) | $ (504,101) |
Generex Biotechnology Corporation | ||
NOL carryforwards, expiring through 2036 | 200,000,000 | |
Generex Pharmaceuticals, Inc | ||
NOL carryforwards, expiring through 2036 | 34,700,000 | |
Antigen Express, Inc | ||
NOL carryforwards, expiring through 2036 | $ 31,300,000 |
Loan from Related Parties (Deta
Loan from Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | Apr. 27, 2017 | Jan. 16, 2017 | |
Paid to Emmaus Life Sciences, Inc | $ 500,000 | ||||
Retirement of debt | $ 658,622 | ||||
Increase in loan payable | $ 1,171,021 | ||||
Hema Diagnostic Systems, LLC | |||||
Outstanding balance | $ 13,738,140 | 13,738,140 | |||
Increase in loan payable | 498,303 | ||||
Salvo | |||||
Unsecured advance | 82,803 | 82,803 | 250,000 | ||
Moscato | |||||
Unsecured advance | $ 75,820 | $ 75,820 | $ 250,000 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) | 1 Months Ended |
May 31, 2016USD ($) | |
Notes to Financial Statements | |
Unsecured note | $ 50,000 |
Unsecured note interest per annum | 9.00% |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended |
Mar. 06, 2017 | Jul. 31, 2017 | |
Notes to Financial Statements | ||
Convertbile Note Issued | $ 674,855 | |
Interest rate if note defaults | 15.00% | |
Consideration received | $ 562,379 | |
Cash received | 500,000 | |
Cancellation of note | 50,000 | |
Cancellation of accrued interest | 3,879 | |
Cancellation of legal fees | $ 8,500 | |
Conversion rate per share | $ 10 | |
Debt discount | $ 120,976 | |
Original issue discount | $ 112,476 | |
Amortization of debt discount | $ 120,976 | |
Effective interest rate | 19.91% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 22, 2017 | Jul. 31, 2017 | Jan. 16, 2017 | Nov. 16, 2012 | Jul. 31, 2012 | Jul. 31, 2011 | |
Commitments and Contingencies | The letter from AEXG counsel claimed that Generex’s acceptance of $3,000,000 in financing form Pharma Trials, LLC, in March 2017, violated the provisions of the MOU prohibiting Generex from seeking other financing, with certain exceptions, for a period of 60 days after execution of the MOU. AEXG has demanded at least $210,000 in cash and 84,000 warrants for Generex stock convertible at $2.50 per share, for attorney’s fees and costs.  Generex management believes the Pharma Trials, LLC Financing was not subject to the prohibitions because the representative of Pharma Trials, LLC was a director of Generex, and for other reasons. | |||||
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 | |||||
Punitive Damages | ||||||
Value of damages sought | $ 50,000 | |||||
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 | |||||
Termination Of Employee | ||||||
Value of damages sought | $ 7,000,000 | |||||
Lawsuit filing date | 20-May-11 | |||||
Name of Plaintiff | Ms. Perri | |||||
Deposit | ||||||
Payment to Emmaus | $ 4,000,000 | |||||
Shares | ||||||
Consideration to acquire controlling interest of capital stock | $ 215,000,000 | |||||
Cash | ||||||
Consideration to acquire controlling interest of capital stock | 10,000,000 | |||||
Emmaus | ||||||
Consideration to acquire controlling interest of capital stock | $ 225,000,000 |
Net (Loss) _ Per Share (EPS) (D
Net (Loss) / Per Share (EPS) (Details Narrative) - shares | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Accounting Policies [Abstract] | ||
Incremental shares | 1,534,095 | 456,010 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Exercised (Details) | 12 Months Ended |
Jul. 31, 2017shares | |
Warrants exercised | 314,649 |
Shares Agreed to be Issued | 103,809 |
Series C Convertible Preferred Stock | |
Warrants exercised | 10,000 |
Shares Agreed to be Issued | 3,299 |
Series D Convertible Preferred Stock | |
Warrants exercised | 16,649 |
Shares Agreed to be Issued | 5,492 |
Series E Convertible Preferred Stock | |
Warrants exercised | 119,667 |
Shares Agreed to be Issued | 39,481 |
Series F Convertible Preferred Stock | |
Warrants exercised | 138,333 |
Shares Agreed to be Issued | 45,639 |
Series G Convertible Preferred Stock | |
Warrants exercised | 30,000 |
Shares Agreed to be Issued | 9,898 |
Stockholders' Deficiency - Allo
Stockholders' Deficiency - Allocation of initial proceeds (Details) | 12 Months Ended |
Jul. 31, 2017USD ($) | |
Series F Convertible Preferred Stock | |
Net proceeds | $ 2,020,000 |
Derivative warrant liability fair value | (2,016,065) |
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 (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 24, 2015 | Jul. 31, 2017 | Mar. 27, 2014 | Apr. 27, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | Apr. 30, 2017 | Mar. 27, 2017 | Feb. 28, 2017 | Feb. 09, 2017 | Jan. 18, 2017 | |
Common stock issued | 1,068,101 | 1,068,101 | 908,541 | 53,211 | |||||||
Acquisition in HDS | 51.00% | ||||||||||
Shares of common stock, obligated to issue | 230,000 | ||||||||||
Common stock purchase warrants, exercise price | $ 7.40 | ||||||||||
Common stock payable | $ 2,168,951 | $ 2,168,951 | |||||||||
Warrants, exercise price | $ 15 | ||||||||||
Total Warrants Outstanding, Value | $ 50,000 | ||||||||||
Warrants expired during period | 65,896 | ||||||||||
Common shares attributable to conversion of preferred stock | 76 | ||||||||||
Accounts payable and accrued expenses | $ 9,865,484 | $ 9,865,484 | 8,950,870 | ||||||||
Amortization of debt discount | $ 131,724 | ||||||||||
Warrants | $ 383,877 | ||||||||||
Current exercise price | $ 15 | ||||||||||
Weighted average exercise price | $ 31.02 | $ 31.02 | $ 15 | ||||||||
Weighted average remaining life | 2 years 1 month 6 days | ||||||||||
Estimated fair value of warrants | $ 2,048,846 | ||||||||||
Series G Convertible Preferred Stock | |||||||||||
Convertible preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | ||||||||
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 | 0 | 0 | 500 | ||||||||
Convertible preferred stock shares issued value | |||||||||||
Common shares attributable to conversion of preferred stock | 33,333 | ||||||||||
Convertible preferred stock conversion price | $ 15 | ||||||||||
Conversion of stock, amount converted | $ 150 | ||||||||||
Common stock issued on conversion of preferred stock | 43,333 | 43,333 | |||||||||
Issuance costs | $ 25,000 | ||||||||||
Initial "Make-whole payments" | $ 135,000 | ||||||||||
Accounts payable and accrued expenses | $ 0 | $ 0 | $ 135,000 | ||||||||
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 | 0 | 2,075 | 0 | 120 | |||||||
Convertible preferred stock shares issued value | |||||||||||
Common shares attributable to conversion of preferred stock | 69,167 | ||||||||||
Convertible preferred stock conversion price | $ 15 | ||||||||||
Late fee per annum | 18.00% | ||||||||||
Preferred stock outstanding | 55,883 | 27,942 | |||||||||
Aggregate subscription amount, maximum | $ 2,075,000 | ||||||||||
Conversion of stock, amount converted | $ 2,075 | ||||||||||
Common stock issued on conversion of preferred stock | 97,108 | 97,108 | |||||||||
Initial cash proceeds | 2,020,000 | ||||||||||
Issuance costs | 55,000 | ||||||||||
Initial "Make-whole payments" | $ 560,250 | ||||||||||
Accounts payable and accrued expenses | $ 32,400 | ||||||||||
Series I Convertible Preferred Stock | |||||||||||
Convertible preferred stock, shares authorized | 6,000 | 6,000 | 6,000 | 6,000 | |||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | 9.00% | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 1,000 | |||||||
Convertible preferred stock, shares issued | 790 | 790 | 0 | ||||||||
Convertible preferred stock shares issued value | $ 1 | $ 1 | |||||||||
Convertible preferred stock, conversion terms | The Series H and Series I Convertible Preferred Stock are convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $2.50 per share. An aggregate of 46,000,000 shares of the Company’s common stock would be issuable upon conversion of both the Series H and Series I Preferred Stock if all shares of such preferred stock contemplated by the securities purchase agreement are issued. The Series I Preferred Stock have a special one-time voting rights that provide at the first meeting of the Corporation’s stockholders following the initial issuance of the Preferred Stock, and all adjournments of such meeting, the Preferred Stock shall be entitled to vote on (i) the election of individuals to serve as members of the Board of Directors, and (ii) any proposal to increase the authorized number of shares of Common Stock. The Preferred Stock, as a class, shall be entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at such meeting (determined as of the record date for such meeting) by all other outstanding shares of the Corporation’s capital stock. Each share of Preferred Stock shall be entitled to cast a number of votes equal to the aggregate number determined pursuant to the last sentence divided by one thousand (1,000). | ||||||||||
Series H Convertible Preferred Stock | |||||||||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | 109,000 | 109,000 | |||||||
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 | $ 0.001 | $ 1,000 | |||||||
Convertible preferred stock, shares issued | 3,000 | 3,000 | 0 | 3,000 | |||||||
Convertible preferred stock shares issued value | $ 3 | $ 3 | $ 3,000,000 | ||||||||
Convertible preferred stock, conversion terms | The Series H and Series I Convertible Preferred Stock are convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $2.50 per share. An aggregate of 46,000,000 shares of the Company’s common stock would be issuable upon conversion of both the Series H and Series I Preferred Stock if all shares of such preferred stock contemplated by the securities purchase agreement are issued. | ||||||||||
Common shares attributable to conversion of preferred stock | 1,200,000 | ||||||||||
Salvo | |||||||||||
Issue discount | $ 66,560 | ||||||||||
Salvo | Series I Convertible Preferred Stock | |||||||||||
Conversion of stock, amount converted | 399 | ||||||||||
Idebtedness retired | 399,363 | ||||||||||
Moscato | |||||||||||
Issue discount | 65,164 | ||||||||||
Moscato | Series I Convertible Preferred Stock | |||||||||||
Conversion of stock, amount converted | 391 | ||||||||||
Idebtedness retired | $ 390,984 | ||||||||||
Shares Issued | |||||||||||
Common stock issued | 31,195 | 31,195 | |||||||||
Remain To Be Issued | |||||||||||
Common stock issued | 72,614 | 72,614 | |||||||||
Common stock payable | $ 1,071,851 | $ 1,071,851 | |||||||||
Series G Convertible Preferred Stock | |||||||||||
Common stock issued upon conversion of preferred stock | 10,000 | 33,333 | |||||||||
Converted stock amount, payment to holder | $ 150 | $ 350 | |||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 4,688 | 15,294 | |||||||||
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 | ||||||||||
Late fee per annum | 18.00% | ||||||||||
Preferred stock outstanding | 138,333 | ||||||||||
Aggregate subscription amount, maximum | $ 500,000 | ||||||||||
Initial cash proceeds | $ 475,000 | ||||||||||
Series F Convertible Preferred Stock | |||||||||||
Common stock issued upon conversion of preferred stock | 8,000 | ||||||||||
Converted stock amount, payment to holder | $ 120 | ||||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 4,235 | ||||||||||
Warrant | |||||||||||
Common stock issued | 103,809 | 103,809 | |||||||||
Warrants Outstanding | 0 | 0 | |||||||||
Warrants exercised | 3,333 | 3,333 | |||||||||
Warrants issued on cashless basis | 314,649 | 314,649 |
Derivative Liabilities - Deriva
Derivative Liabilities - Derivative warrant liability (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Notes to Financial Statements | ||
Balance - Derivative warrant liability Value | $ 2,048,846 | $ 2,363,415 |
No. of Warrants - Derivative warrant liability | 383,878 | 512,911 |
Forfeited or expired, value | $ (240,906) | $ (455,573) |
Forfeited or expired, no. of warrants | (65,896) | (129,033) |
Warrants exercised, value | $ (1,532,336) | |
Warrants exercised | (317,982) | |
Decrease in fair value of derivative warrant liability | $ (275,604) | $ 141,004 |
Balance - Derivative warrant liability Value | $ 2,048,846 | |
No. of Warrants - Derivative warrant liability | 383,878 |
Derivative Liabilities - Fair v
Derivative Liabilities - Fair value assumptions, derivative warrant liability (Details) | 1 Months Ended |
Jul. 31, 2016$ / shares | |
Notes to Financial Statements | |
Current exercise price | $ 15 |
Time to expiration | 2 years 1 month 6 days |
Risk-free interest rate | 0.76% |
Estimated volatility | 101.00% |
Dividend | 0.00% |
Stock price at period end date | $ 8 |
Derivative Liabilities - Fair51
Derivative Liabilities - Fair value assumptions, derivative additional investment rights liability (Details) | 1 Months Ended |
Jul. 31, 2016$ / sharesshares | |
Notes to Financial Statements | |
Underlying number of units of convertible preferred stock | shares | 500 |
Underlying number of units of warrants | shares | 33,333 |
Current exercise price of warrants | $ 15 |
Current conversion price of preferred stock | $ 15 |
Time to expiration | 18 days |
Risk-free interest rate | 0.0038 |
Estimated volatility | 0.13 |
Dividend | 0.00% |
Stock price at period end date | $ 8 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Derivative warrants weighted average remaining life | 1 year 10 months | |
Recognition of gain (loss) | $ 193,408 | $ 50,746 |
Fair value of derivative liability | 0 | 2,048,846 |
Additional recognition of gain, “Change in fair value of derivative liabilities” | 314,569 | |
Series G Convertible Preferred Stock | ||
Fair value of derivative liability | $ 0 | $ 193,408 |
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, 2017 | Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding, Beginning | 19,639 | 30,233 |
Options Granted | 18,345 | |
Options Forfeited or expired | (1,544) | (3,000) |
Options Exercised | (25,939) | |
Options Outstanding, Ending | 18,095 | 19,639 |
Options Exercisable | 18,095 | |
Weighted Average Exercise Price per Share, Beginning | $ 30 | $ 50 |
Weighted Average Exercise Price per Share, Granted | 1 | |
Weighted Average Exercise Price per Share, Forfeited or expired | 1 | 280 |
Weighted Average Exercise Price per Share, Exercised | 1 | |
Weighted Average Exercise Price per Share, Ending | 31.02 | 30 |
Weighted Average Exercise Price per Share, Exercisable | $ 31.02 | $ 15 |
Information on stock options ou
Information on stock options outstanding - Stock-Based Compensation (Details 2) - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Options Outstanding | 18,095 | 19,639 | 30,233 |
Weighted Average Exercise Price per Share | $ 31.02 | $ 30 | $ 50 |
Options Weighted Average Remaining Life (Years) | 1 year 1 month 9 days | ||
Options Aggregate Intrinsic Value | $ 69,843 | ||
Exercise Price 1 | |||
Options Range of Exercise Price | $ 1 | ||
Options Range of Exercise Price | $ 1 | ||
Options Outstanding | 17,245 | ||
Weighted Average Exercise Price per Share | $ 1 | ||
Options Weighted Average Remaining Life (Years) | 1 year 15 days | ||
Exercise Price 640 | |||
Options Range of Exercise Price | $ 640 | ||
Options Range of Exercise Price | $ 640 | ||
Options Outstanding | 850 | ||
Weighted Average Exercise Price per Share | $ 640 | ||
Options Weighted Average Remaining Life (Years) | 2 years 7 months 10 days |
Intrinsic value of stock option
Intrinsic value of stock options - Stock-Based Compensation (Details 3) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Aggregate Intrinsic Value of Options Exercised | $ 363,151 | |
Cash Received for Exercise of Stock Options | $ 2,952 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Share-based employee compensation | $ 30,297 | ||
Outstanding options | 18,095 | 19,639 | 30,233 |
Share based compensation for deferred salary and director fees | 18,345 | ||
Market value of options | $ 5.05 | $ 79 | |
Stock Option Plan 2006 | |||
Common stock reserved for future issuance | 135,000 | ||
Common stock reserved for future awards | 64,485 | ||
Stock Option Plan 2001 | |||
Common stock reserved for future issuance | 12,000 | ||
Common stock reserved for future awards | 4,139 | ||
Common Stock | |||
Share-based employee compensation | $ 0 | $ 0 | |
Stock Options | |||
Share-based employee compensation | $ 0 | $ 30,297 | |
Outstanding options | 37,964 | ||
Outstanding options, weighted average remaining contractual term | 1 year 1 month 9 days | ||
Share based compensation for deferred salary and director fees | 15,393 | ||
Market value of options | $ 123,417 |
Acquisition of Hema Diagnosti57
Acquisition of Hema Diagnostics Systems, LLC - Net purchase price of HDS (Details) - USD ($) | 6 Months Ended | ||
Jan. 18, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
Purchase price: | |||
Shares | 53,211 | 1,068,101 | 908,541 |
At Closing | |||
Purchase price: | |||
Stock Price at Closing | $ 4.77 | ||
Shares | 53,191 | ||
Fair Value | $ 253,721 | ||
After Closing | |||
Purchase price: | |||
Stock Price at Closing | $ 4.77 | ||
Shares | 20 | ||
Fair Value | $ 95 | ||
Post Reverse Stock Split | |||
Purchase price: | |||
Stock Price at Closing | $ 4.77 | ||
Shares | 230,000 | ||
Fair Value | $ 1,097,100 | ||
Net Purchase Price | |||
Purchase price: | |||
Fair Value | $ 1,350,916 |
Fair Value Assumptions Used in
Fair Value Assumptions Used in Accounting for Warrants (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2017 | Apr. 27, 2017 | |
Exercise price | $ 15 | ||
Time to expiration | 2 years 1 month 6 days | ||
Risk-free interest rate | 0.76% | ||
Estimated volatility | 101.00% | ||
Dividend | 0.00% | ||
Stock price at period end date | $ 8 | ||
Warrant | |||
Exercise price | $ 2.50 | ||
Time to expiration | 4 years 5 months 20 days | ||
Risk-free interest rate | 1.84% | ||
Estimated volatility | 122.70% | ||
Dividend | 0.00% | ||
Stock price at period end date | $ 5.05 |
Fair Value Assumptions Used i59
Fair Value Assumptions Used in Accounting for Call Options (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Jul. 31, 2016 | Jul. 31, 2017 | |
Risk-free interest rate | 0.76% | |
Estimated volatility | 101.00% | |
Remaining Term | 2 years 1 month 6 days | |
Stock price at valuation date | $ 8 | |
Call Option | ||
Risk-free interest rate | 1.34% | |
Estimated volatility | 143.90% | |
Remaining Term | 2 years 5 months 20 days | |
Stock price at valuation date | $ 5.05 |
Acquisition of Hema Diagnosti60
Acquisition of Hema Diagnostics Systems, LLC - Preliminary purchase price allocation of HDS (Details) | 6 Months Ended |
Jan. 18, 2017USD ($) | |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 12,363 |
Accounts receivable, net | 980 |
Inventory, net | 21,141 |
Other current assets | 91,474 |
Property and equipment, net | 4,249 |
Other assets, net | 39,675 |
Accounts payable and accrued expenses | (489,390) |
Loan to related parties | (13,323,391) |
Net assets of HDS | (13,642,899) |
Non-controlling interest | (1,297,939) |
In-Process Research & Development | 2,911,377 |
Goodwill | 13,380,377 |
Total Purchase Price | $ 1,350,916 |
Acquisition of Hema Diagnosti61
Acquisition of Hema Diagnostics Systems, LLC - Carrying amount of goodwill and other intangible assets (Details) | 12 Months Ended |
Jul. 31, 2017USD ($) | |
Total | |
Beginning balance | |
Acquisition of HDS | 16,291,754 |
Current year amortization | |
Impairment of goodwill | (13,380,377) |
Ending balance | 2,911,377 |
Goodwill | |
Beginning balance | |
Acquisition of HDS | 13,380,377 |
Current year amortization | |
Impairment of goodwill | (13,380,377) |
Ending balance | |
Other Intangibles, net | |
Beginning balance | |
Acquisition of HDS | 2,911,377 |
Current year amortization | |
Impairment of goodwill | |
Ending balance | $ 2,911,377 |
Acquisition of Hema Diagnosti62
Acquisition of Hema Diagnostics Systems, LLC (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jan. 18, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | |
Business Combinations [Abstract] | |||
Acquisition of interest | 51.00% | ||
Acquisition of outstanding limited liability company units | 4,950 | ||
Shares exchanged for outstanding limited liability units | 53,191 | ||
Value of shares exchanged for outstanding limited liability units | $ 253,721 | ||
Common stock issued | 53,211 | 1,068,101 | 908,541 |
Limited liability company units receied | 300 | ||
Warrants to be issued | $ 66,060,026 | ||
Call Option | $ 13,431,706 | ||
Call option recorded as an asset | 4,237,829 | ||
Changes in fair value of contingent purchase consideration | $ (61,822,197) | ||
Common stock to be issued | 230,000 | ||
Warrant issued to acquire stock | 15,000,000 | ||
Common stock, price per year | $ 2.50 | ||
Total consideration | $ 1,350,916 | ||
Intangible assets acquired | 2,911,377 | ||
Goodwill acquired | 13,400,000 | ||
Aggregate purchase price | $ 1 |
Segment Information (Details)
Segment Information (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Identifiable Assets | $ 10,094,545 | $ 26,274 |
Canada | ||
Identifiable Assets | 2,881,326 | 25,930 |
United States | ||
Identifiable Assets | $ 7,213,219 | $ 344 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 24, 2017 | Jul. 31, 2017 | |
Subsequent Event description | On August 24, 2017, the Company and Core Tech Solutions, Inc. (Core Tech) entered into a letter of intent (LOI) contemplating Companys acquisition of a controlling interest of the outstanding capital stock of Core Tech for a total consideration of $15,000,000 in accordance with the terms and conditions therein. | |
Hema Diagnostic Systems, LLC | ||
Advances | $ 94,000 |