Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2017 | Dec. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | GENEREX BIOTECHNOLOGY CORP | |
Entity Central Index Key | 1,059,784 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 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 Common Stock, Shares Outstanding | 1,065,093 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2017 | Jul. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 2,336,467 | $ 2,879,165 |
Accounts receivable, net | 175 | |
Inventory, net | 12,046 | 10,035 |
Other current assets | 293,283 | 21,891 |
Total Current Assets | 2,641,971 | 2,911,091 |
Property and equipment | 573 | |
Call option (Note 10) | 3,011,204 | 4,237,829 |
Intangible asset (Note 10) | 2,911,377 | 2,911,377 |
Patents, net | 25,204 | 25,851 |
Other assets, net | 7,824 | 7,824 |
TOTAL ASSETS | 8,597,580 | 10,094,545 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 10,490,589 | 10,172,610 |
Loans from related parties (Note 3) | 13,909,859 | 13,738,140 |
Total Current Liabilities | 24,400,448 | 23,910,750 |
Warrants to be issued (Note 6) | 36,535,025 | 66,060,026 |
Total Liabilities | 60,935,473 | 89,970,776 |
Stockholders' Deficiency (Note 11): | ||
9% Convertible Preferred Stock | ||
Common stock, $.001 par value; authorized 2,450,000 and 2,450,000 shares at October 31, 2017 and July 31, 2017, respectively; 1,068,101 and 1,068,101 issued and outstanding at October 31, 2017 and July 31, 2017, respectively | 1,068 | 1,068 |
Common stock payable | 2,168,951 | 2,168,951 |
Additional paid-in capital | 368,409,627 | 368,409,627 |
Accumulated deficit | (418,077,527) | (445,720,566) |
Accumulated other comprehensive income | 794,982 | 783,150 |
Non-controlling interest | (5,634,998) | (5,518,465) |
Total Stockholders' Deficiency | (52,337,893) | (79,876,231) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 8,597,580 | 10,094,545 |
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 | 3 |
Series I Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
9% Convertible Preferred Stock | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2017 | Jul. 31, 2017 |
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 | 1,068,101 |
Common stock, shares outstanding | 1,068,101 | 1,068,101 |
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 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
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 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
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 | 3,000 |
Convertible preferred stock, shares outstanding | 3,000 | 3,000 |
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 | 790 |
Convertible preferred stock, shares outstanding | 790 | 790 |
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Revenue: | ||
Sales | $ 2,218 | |
Operating expenses | ||
Research and development | 237,782 | |
General and administrative | 401,361 | 102,818 |
Total Operating Expenses | 639,143 | 102,818 |
Operating Loss | (636,925) | (102,818) |
Other Income/(Expense): | ||
Interest expense | (134,945) | (116,839) |
Changes in fair value of contingent purchase consideration (Note 8) | 28,298,376 | |
Change in fair value of derivative liabilities | 779,895 | |
Net Income | 27,526,506 | 560,238 |
Net (loss) attributable to noncontrolling interests | (116,533) | |
Net (Loss) Available to Common Stockholders | $ 27,643,039 | $ 560,238 |
Net Income per Common Share (Note 5) | ||
Basic | $ 25.88 | $ 0.62 |
Diluted | $ 10.65 | $ 0.62 |
Shares Used to Compute Income per Share (Note 5) | ||
Basic | 1,068,101 | 908,541 |
Diluted | 2,596,120 | 908,541 |
Comprehensive Income | ||
Net Income | $ 27,643,039 | $ 560,238 |
Change in foreign currency translation adjustments | 11,832 | 7,174 |
Comprehensive Loss Available to Common Stockholders | $ 27,654,871 | $ 567,412 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | |
Preferred Stock | |||
Balance | $ 4 | ||
Balance (in shares) | 3,790 | 620 | 620 |
Issuance of common stock upon conversion of preferred stock | |||
Issuance of common stock upon conversion of preferred stock (in shares) | (620) | ||
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 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 Income (loss) | |||
Currency translation adjustment | |||
Balance | $ 4 | $ 4 | |
Balance (in shares) | 3,790 | 3,790 | |
Common Stock | |||
Balance | $ 1,068 | $ 909 | $ 909 |
Balance (in shares) | 1,068,100 | 908,541 | 908,541 |
Issuance of common stock upon conversion of preferred stock | $ 41 | ||
Issuance of common stock upon conversion of preferred stock (in shares) | 41,333 | ||
Issuance of common stock for preferred stock make whole payments | 20 | ||
Issuance of common stock for preferred stock make whole payments (in shares) | 19,529 | ||
Exercise of stock options/warrants for cash | $ 3 | ||
Exercise of stock options/warrants for cash (in shares) | 3,333 | ||
Cashless exercise of warrants | $ 31 | ||
Cashless exercise of warrants (in shares) | 31,195 | ||
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 Income (loss) | |||
Currency translation adjustment | |||
Balance | $ 1,068 | $ 1,068 | |
Balance (in shares) | 1,068,100 | 1,068,100 | |
Common Stock Payable | |||
Balance | $ 2,168,951 | ||
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 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 Income (loss) | |||
Currency translation adjustment | |||
Balance | 2,168,951 | 2,168,951 | |
Additional Paid-In Capital | |||
Balance | 368,409,627 | 363,687,741 | 363,687,741 |
Issuance of common stock upon conversion of preferred stock | $ (41) | ||
Issuance of common stock for preferred stock make whole payments | 167,380 | ||
Exercise of stock options/warrants for cash | $ 49,997 | ||
Cashless exercise of warrants | 460,455 | ||
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 Income (loss) | |||
Currency translation adjustment | |||
Balance | 368,409,627 | 368,409,627 | |
Accumulated Deficit | |||
Balance | (445,720,566) | (375,704,372) | (375,704,372) |
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 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 Income (loss) | 27,643,039 | (70,016,194) | |
Currency translation adjustment | |||
Balance | (418,077,527) | (445,720,566) | |
Accumulated Other Comprehensive Income | |||
Balance | 783,150 | 798,872 | 798,872 |
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 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 Income (loss) | |||
Currency translation adjustment | 11,832 | (15,722) | |
Balance | 794,982 | 783,150 | |
Sub Total | |||
Balance | (74,357,766) | (11,216,850) | (11,216,850) |
Issuance of common stock upon conversion of preferred stock | |||
Issuance of common stock for preferred stock make whole payments | 167,400 | ||
Exercise of stock options/warrants for cash | $ 50,000 | ||
Cashless exercise of warrants | 1,532,337 | ||
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 Income (loss) | 27,643,039 | (70,016,194) | |
Currency translation adjustment | 11,832 | (15,722) | |
Balance | (46,702,895) | (74,357,766) | |
Noncontrolling Interest | |||
Balance | (5,518,465) | ||
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 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 Income (loss) | (116,533) | (6,816,405) | |
Currency translation adjustment | |||
Balance | (5,634,998) | (5,518,465) | |
Balance | (79,876,231) | (11,216,850) | (11,216,850) |
Issuance of common stock upon conversion of preferred stock | |||
Issuance of common stock for preferred stock make whole payments | 167,400 | ||
Exercise of stock options/warrants for cash | $ 50,000 | ||
Cashless exercise of warrants | 1,532,337 | ||
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 Income (loss) | 27,526,506 | $ 560,238 | (76,832,599) |
Currency translation adjustment | 11,832 | (15,722) | |
Balance | $ (52,337,893) | $ (79,876,231) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net Income | $ 27,526,506 | $ 560,238 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,220 | |
Changes in fair value of contingent purchase consideration | (28,298,376) | |
Gain on disposal of property and equipment | 1,276 | |
Change in fair value of derivative liabilities | (779,895) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (175) | |
Inventory | (2,011) | |
Accounts payable and accrued expenses | 317,979 | 211,546 |
Other current assets | (271,392) | (3,537) |
Net Cash Used in Operating Activities | (726,249) | (10,372) |
Cash Flows From Financing Activities: | ||
Loan proceeds from related party | 171,719 | |
Net Cash Provided by Financing Activities | 171,719 | |
Effects of currency translation on cash and cash equivalents | 11,832 | (73) |
Net Increase (Decrease) in Cash and Cash Equivalents | (542,698) | (10,445) |
Cash and Cash Equivalents, Beginning of Period | 2,879,165 | 16,899 |
Cash and Cash Equivalents, End of Period | $ 2,336,467 | $ 6,454 |
Organization of Business and Go
Organization of Business and Going Concern | 3 Months Ended |
Oct. 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. The accompanying unaudited condensed interim consolidated financial statements (“interim statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by generally accepted accounting principles for complete consolidated financial statements are not included herein. The interim statements should be read in conjunction with the unaudited condensed interim consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K. The results for the three-month period ended October 31, 2017 may not be indicative of the results for the entire year. Interim statements are subject to possible adjustments in connection with the annual audit of the Company’s accounts for fiscal year 2018. In the Company’s opinion, all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature. 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 unaudited condensed interim 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 $418 million and a working capital deficiency of approximately $22 million at October 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 pursue its extant business initiatives and 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 unaudited condensed interim 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. |
Effects of Recent Accounting Pr
Effects of Recent Accounting Pronouncements | 3 Months Ended |
Oct. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Effects of Recent Accounting Pronouncements | Note 2 - Effects of Recent 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 January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases 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 The Company is evaluating the effect that ASU 2017-04 will have on its consolidated financial statements and is considering early adoption of the standard. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation” (Topic 718): Scope of Modification Accounting. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718 Compensation-Stock Compensation. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The ASU is effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Oct. 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 |
Loans from Related Parties
Loans from Related Parties | 3 Months Ended |
Oct. 31, 2017 | |
Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Loan from Related Party | Note 3 - Loans from Related Parties On January 16, 2017, Joseph Moscato, Chief Executive Officer and director (“Moscato”), and Lawrence Salvo, then Senior Vice President and director (“Salvo”), each made 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”). 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 6). 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 10), the outstanding principal balance was $13,239,837 and total accrued interest of $191,869. This loan is subject to a call option (Note 10) which, if exercised, the principal and accrued interest through January 18, 2017 would be eliminated. From January 19, 2017 through October 31, 2017, the loan principal increased by $498,304 As of October 31, 2017, the outstanding principal balance was $13,909,859 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 - Commitments and Contingencies: Pending Litigation In February 2001, a former business associate of a former executive officer 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 executive seeking, among other things, damages for alleged breaches of contract and tortious acts related to a business relationship between this former associate and the executive 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. It is the Company’s position that the buccal drug delivery technologies which are the subject matter of the Company’s research, development, and commercialization efforts, do not make use of, are not derivative of, do not infringe upon, and are entirely different from the intellectual property identified in the plaintiffs’ statement of claim. This litigation has been dormant since July of 2004. The Company is not able to predict the ultimate outcome of this legal proceeding at the present time or to estimate an amount or range of potential loss, if any, from this legal proceeding. On May 20, 2011, 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. 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. 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. On November 27, 2017, AEXG filed a demand for arbitration with the American Arbitration Association’s International Centre for Dispute Resolution. 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. No provisions have been made for these claims. 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”) | 3 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Net Income (Loss) Per Share (EPS) | Note 5 - Net Income / Income Per Share (“EPS”): Basic income per share is calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 850 at October 31, 2017. Basic EPS and diluted EPS for the three-month period ended October 31, 2016 have been computed by dividing the net income available to common stockholders for the period by the weighted average shares outstanding during the period. All outstanding stock options, non-vested restricted stock, warrants and common stock underlying convertible preferred stock, representing 401,373 incremental shares at October 31, 2016, have been excluded from the computation of diluted EPS as they are anti-dilutive. |
Stockholders_ Deficiency
Stockholders’ Deficiency | 3 Months Ended |
Oct. 31, 2017 | |
Equity [Abstract] | |
Stockholders’ Deficiency | Note 6 - 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 of October 31, 2017, 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 October 31, 2017. Warrants As of October 31, 2017 and July 31, 2017, there are no warrants issued or outstanding. 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. All of the Company’s Series F and G 9% Convertible Preferred Stocks were converted prior to the beginning of the Company’s 2018 fiscal year. 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 $1,000 per share and authorized 6,000 shares of designated non-voting Series I Convertible Preferred Stock with a stated value of $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. 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. The full amount of such proceeds were repaid to the Company in July, 2017 upon termination of the Emmaus LOI. As of October 31, 2017, an aggregate of 1,200,000 shares of the Company’s common stock are issuable upon conversion of the Series H Preferred Stock sold. 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 Purchaser. 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 3) 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation: | Note 7 - Stock-Based Compensation Stock Option Plans As of October 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 October 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. 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 three months ended October 31, 2017 and 2016. 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, 2017 18,095 $ 31.02 Granted — — Forfeited or expired — — Exercised — — Outstanding - October 31, 2017 18,095 $ 31.02 The 18,095 outstanding options at October 31, 2017 had a weighted average remaining contractual term of 0.9 years. There were no non-vested common stock options granted, vested or forfeited under the Plan for the period ended October 31, 2017. As of October 31, 2017, the Company did not have any unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. The Company did not grant any options during the three months ended October 31, 2017. The following table summarizes information on stock options outstanding at October 31, 2017: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at October 31, 2017 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 17,245 $ 1.00 0.79 33,456 $ 640.00 850 $ 640.00 2.36 — 18,095 $ 31.02 0.86 $ 33,456 |
Acquisition of Hema Diagnostics
Acquisition of Hema Diagnostics Systems, LLC | 3 Months Ended |
Oct. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Hema Diagnostics Systems, LLC | Note 8 - 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 fiscal year 2017, 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. As of October 31, 2017, the fair value of the warrant and Call Option was $36,535,025 and $3,011,204, respectively. For the three months ended October 31, 2017, the change in the fair value of the contingent purchase consideration of $28,298,376 was recorded in the condensed interim 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 October 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: October 31, 2017 Exercise price 2.50 Time to expiration 4.22 years Risk-free interest rate 2.01 % Estimated volatility 126.3 % Dividend — Stock price at valuation date $ 2.94 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 October 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: October 31, 2017 Risk-free interest rate 1.60 % Estimated volatility 144.6 % Remaining Term 2.22 Stock price at valuation date $ 2.94 Goodwill and Intangible Assets The change in the carrying amount of goodwill and other intangible assets for the year ended October 31, 2017, is as follows: Total Goodwill Other Intangibles, net Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 Current year amortization — — — Balance as of October 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 as of July 31, 2017. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the unaudited condensed interim consolidated financial statements were issued and identified the following for disclosure: On November 27, 2017, Generex Biotechnology Corporation filed a Certificate of Amendment to its Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 2,450,000 shares to 750,000,000 shares. Since October 31, 2017, the former majority shareholder of HDS has made further advances and/or loans to HDS totaling $36,757 as of the date of this filing. On December 8, 2017, Core Tech Solutions, Inc. notified the Company that they are terminating the letter of intent contemplating the Company’s acquisition of a controlling interest of the outstanding capital stock of Core Tech Solutions, Inc. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 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 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Equity [Abstract] | |
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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 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, 2017 18,095 $ 31.02 Granted — — Forfeited or expired — — Exercised — — Outstanding - October 31, 2017 18,095 $ 31.02 |
Information on stock options outstanding | Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at October 31, 2017 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 17,245 $ 1.00 0.79 33,456 $ 640.00 850 $ 640.00 2.36 — 18,095 $ 31.02 0.86 $ 33,456 |
Acquisition of Hema Diagnosti20
Acquisition of Hema Diagnostics Systems, LLC (Tables) | 3 Months Ended |
Oct. 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 |
Fair Value Assumptions Used in Accounting for Warrants | October 31, 2017 Exercise price 2.50 Time to expiration 4.22 years Risk-free interest rate 2.01 % Estimated volatility 126.3 % Dividend — Stock price at valuation date $ 2.94 |
Fair Value Assumptions Used in Accounting for Call Options | October 31, 2017 Risk-free interest rate 1.60 % Estimated volatility 144.6 % Remaining Term 2.22 Stock price at valuation date $ 2.94 |
Carrying amount of goodwill and other intangible assets | Total Goodwill Other Intangibles, net Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 Current year amortization — — — Balance as of October 31, 2017 $ 2,911,377 $ — $ 2,911,377 |
Organization of Business and 21
Organization of Business and Going Concern (Details Narrative) | Mar. 14, 2017 | Oct. 31, 2017USD ($) | Jan. 18, 2017 |
Reverse stock split ratio | 0.001 | ||
Accumulated deficit | $ 418,000,000 | ||
Working capital deficiency | $ 22,000,000 | ||
Hema Diagnostic Systems, LLC | |||
Majority interest | 51.00% |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Oct. 31, 2016USD ($) | |
Accounting Policies [Abstract] | |
Write down of certain patents | $ 1,165,864 |
Loan from Related Parties (Deta
Loan from Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Apr. 27, 2017 | Jan. 16, 2017 | |
Paid to Emmaus Life Sciences, Inc | $ 500,000 | ||||
Retirement of debt | $ 658,622 | ||||
Increase in loan payable | $ 171,719 | ||||
Moscato | |||||
Unsecured advance | 75,820 | $ 75,820 | 250,000 | ||
Salvo | |||||
Unsecured advance | $ 82,803 | $ 82,803 | $ 250,000 | ||
Hema Diagnostic Systems, LLC | |||||
Interest rate | 0.75% | 0.75% | |||
Outstanding balance | $ 13,909,859 | $ 13,909,859 | |||
Accrued interest | $ 191,869 | 191,869 | |||
Increase in loan payable | $ 498,303 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 22, 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. | |||
Termination Of Employee | ||||
Value of damages sought | $ 7,000,000 | |||
Lawsuit filing date | 20-May-11 | |||
Name of Plaintiff | Ms. Perri | |||
Breach of contract and detinue | ||||
Value of damages sought | $ 550,000 | |||
Counterclaim proceeding | $ 200,000 | |||
Lawsuit filing date | 1-Jun-11 | |||
Name of Plaintiff | Golden Bull Estates | |||
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 |
Net (Loss) _ Per Share (EPS) (D
Net (Loss) / Per Share (EPS) (Details Narrative) - shares | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Accounting Policies [Abstract] | ||
Weighted average number of common stock equivalents not included in diluted income per share | 850 | |
Incremental shares | 401,373 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Exercised (Details) | 3 Months Ended |
Oct. 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 (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2017 | Apr. 27, 2017 | Jul. 31, 2017 | Mar. 27, 2017 | Feb. 28, 2017 | Feb. 09, 2017 | Jan. 31, 2017 | Jan. 18, 2017 | |
Common stock issued | 1,068,101 | 1,068,101 | 103,809 | 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 | $ 1,071,851 | |||||||
Warrants exercised | 314,649 | |||||||
Warrants, exercise price | $ 15 | |||||||
Convertible preferred stock shares issued value | ||||||||
Series H Convertible Preferred Stock | ||||||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | ||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 0.001 | $ 1,000 | |||||
Convertible preferred stock, shares issued | 3,000 | 3,000 | 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 | |||||||
Series I Convertible Preferred Stock | ||||||||
Convertible preferred stock, shares authorized | 6,000 | 6,000 | ||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | 9.00% | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Convertible preferred stock, shares issued | 790 | 790 | ||||||
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). | |||||||
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 | |||||||
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 | |||||||
Series G Convertible Preferred Stock | ||||||||
Common stock issued upon conversion of preferred stock | 23,333 | 10,000 | ||||||
Converted stock amount, payment to holder | $ 350 | $ 150 | ||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 10,606 | 4,688 | ||||||
Shares Issued | ||||||||
Common stock issued | 31,195 | |||||||
Remain To Be Issued | ||||||||
Common stock issued | 72,614 | |||||||
Warrant | ||||||||
Common stock issued | 103,809 | |||||||
Warrants Outstanding | 0 | |||||||
Warrants exercised | 3,333 | |||||||
Warrants issued on cashless basis | 314,649 |
Common stock options granted, f
Common stock options granted, forfeited or expired and exercised - Stock-Based Compensation (Details 1) - $ / shares | Oct. 31, 2017 | Jul. 31, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding | 18,095 | 18,095 |
Weighted Average Exercise Price per Share | $ 31.02 | $ 31.02 |
Information on stock options ou
Information on stock options outstanding - Stock-Based Compensation (Details 2) - USD ($) | 3 Months Ended | |
Oct. 31, 2017 | Jul. 31, 2017 | |
Options Outstanding | 18,095 | 18,095 |
Weighted Average Exercise Price per Share | $ 31.02 | $ 31.02 |
Options Weighted Average Remaining Life (Years) | 9 months 18 days | |
Options Aggregate Intrinsic Value | $ 33,456 | |
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) | 9 months 14 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 4 months 9 days |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - shares | 3 Months Ended | |
Oct. 31, 2017 | Jul. 31, 2017 | |
Outstanding options | 18,095 | 18,095 |
Stock Option Plan 2001 | ||
Common stock reserved for future issuance | 12,000 | |
Common stock reserved for future awards | 4,139 | |
Stock Option Plan 2006 | ||
Common stock reserved for future issuance | 135,000 | |
Common stock reserved for future awards | 64,485 | |
Stock Options | ||
Outstanding options | 18,095 | |
Outstanding options, weighted average remaining contractual term | 10 months 24 days |
Acquisition of Hema Diagnosti31
Acquisition of Hema Diagnostics Systems, LLC - Net purchase price of HDS (Details) - USD ($) | 6 Months Ended | |||
Jan. 18, 2017 | Oct. 31, 2017 | Jul. 31, 2017 | Feb. 09, 2017 | |
Purchase price: | ||||
Shares | 53,211 | 1,068,101 | 1,068,101 | 103,809 |
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) - Warrant - $ / shares | 3 Months Ended | |
Oct. 31, 2017 | Apr. 27, 2017 | |
Exercise price | $ 2.50 | |
Time to expiration | 4 years 2 months 18 days | |
Risk-free interest rate | 2.01% | |
Estimated volatility | 126.30% | |
Dividend | ||
Stock price at period end date | $ 2.94 |
Fair Value Assumptions Used i33
Fair Value Assumptions Used in Accounting for Call Options (Details) - Call Option | 3 Months Ended |
Oct. 31, 2017$ / shares | |
Risk-free interest rate | 1.60% |
Estimated volatility | 144.60% |
Remaining Term | 2 years 2 months 18 days |
Stock price at valuation date | $ 2.94 |
Acquisition of Hema Diagnosti34
Acquisition of Hema Diagnostics Systems, LLC - Carrying amount of goodwill and other intangible assets (Details) | 3 Months Ended |
Oct. 31, 2017USD ($) | |
Total | |
Beginning balance | $ 2,911,377 |
Current year amortization | |
Ending balance | 2,911,377 |
Goodwill | |
Beginning balance | |
Current year amortization | |
Ending balance | |
Other Intangibles, net | |
Beginning balance | 2,911,377 |
Current year amortization | |
Ending balance | $ 2,911,377 |
Acquisition of Hema Diagnosti35
Acquisition of Hema Diagnostics Systems, LLC (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2017 | Oct. 31, 2016 | Jan. 18, 2017 | Jul. 31, 2017 | Feb. 09, 2017 | |
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 | 1,068,101 | 53,211 | 1,068,101 | 103,809 | |
Limited liability company units receied | 300 | ||||
Warrants to be issued | $ 36,535,025 | $ 66,060,026 | |||
Call Option | $ 13,431,706 | ||||
Call option recorded as an asset | 3,011,204 | 4,237,829 | |||
Fair value of warrant | $ 66,060,026 | ||||
Changes in fair value of contingent purchase consideration | $ 28,298,376 | ||||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 31, 2017 | Nov. 27, 2017 | Oct. 31, 2017 | |
Common Stock; authorized | 2,450,000 | 750,000,000 | 2,450,000 |
Hema Diagnostic Systems, LLC | |||
Advances | $ 36,757 |