Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2018 | Mar. 16, 2018 | |
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 | Jan. 31, 2018 | |
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 | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Interim Consolidated
Condensed Interim Consolidated Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 2,048,066 | $ 2,879,165 |
Accounts receivable, net | 175 | |
Inventory, net | 12,046 | 10,035 |
Other current assets | 226,988 | 21,891 |
Total Current Assets | 2,287,275 | 2,911,091 |
Property and equipment | 48,857 | 573 |
Call option (Note 8) | 3,257,655 | 4,237,829 |
Intangible asset (Note 8 and 9) | 3,187,757 | 2,911,377 |
Patents, net | 24,551 | 25,851 |
Other assets, net | 7,824 | 7,824 |
TOTAL ASSETS | 8,813,919 | 10,094,545 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 10,384,280 | 10,172,610 |
Notes Payable | 320,000 | |
Loans from related parties (Note 3) | 13,864,241 | 13,738,140 |
Total Current Liabilities | 24,568,522 | 23,910,750 |
Warrants to be issued (Note 8) | 46,303,223 | 66,060,026 |
Total Liabilities | 70,871,744 | 89,970,776 |
Stockholders' Deficiency (Note 11): | ||
Series F 9% Convertible Preferred Stock, $1,000 par value; authorized 4,150 shares, -0- and -0- issued shares at January 31, 2018 and July 31, 2017, respectively | ||
Common stock, $.001 par value; authorized 750,000,000 and 2,450,000 shares at January 31, 2018 and July 31, 2017, respectively; 1,068,101 and 1,068,101 issued and outstanding at January 31, 2018 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 | (427,814,171) | (445,720,566) |
Accumulated other comprehensive income | 779,252 | 783,150 |
Non-controlling interest | (5,602,556) | (5,518,465) |
Total Stockholders' Deficiency | (62,057,825) | (79,876,231) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 8,813,919 | 10,094,545 |
Series F Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
Series F 9% Convertible Preferred Stock, $1,000 par value; authorized 4,150 shares, -0- and -0- issued shares at January 31, 2018 and July 31, 2017, respectively | ||
Series G Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
Series F 9% Convertible Preferred Stock, $1,000 par value; authorized 4,150 shares, -0- and -0- issued shares at January 31, 2018 and July 31, 2017, respectively | ||
Series H Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
Series F 9% Convertible Preferred Stock, $1,000 par value; authorized 4,150 shares, -0- and -0- issued shares at January 31, 2018 and July 31, 2017, respectively | 3 | 3 |
Series I Convertible Preferred Stock | ||
Stockholders' Deficiency (Note 11): | ||
Series F 9% Convertible Preferred Stock, $1,000 par value; authorized 4,150 shares, -0- and -0- issued shares at January 31, 2018 and July 31, 2017, respectively | $ 1 | $ 1 |
Condensed Interim Consolidated3
Condensed Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2018 | Jul. 31, 2017 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 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 |
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 |
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 |
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 |
Condensed Interim Consolidated4
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | |
Revenue: | ||||
Sales | $ 2,218 | |||
Licensing income | 700,000 | 700,000 | ||
Total Revenue | 700,000 | 702,218 | ||
Operating expenses | ||||
Research and development | 150,897 | 75,640 | 388,679 | 75,640 |
General and administrative | 714,689 | 140,087 | 1,116,050 | 242,905 |
Total Operating Expenses | 865,586 | 215,727 | 1,504,729 | 318,545 |
Operating Loss | (165,586) | (215,727) | (802,511) | (318,545) |
Other Income/(Expense): | ||||
Interest expense | (142,245) | (126,669) | (277,190) | (243,508) |
Changes in fair value of contingent purchase consideration (Note 8) | (9,521,747) | 18,776,629 | ||
Impairment of goodwill | (14,335,822) | (14,335,822) | ||
Change in fair value of derivative liabilities | (1,104,969) | (325,074) | ||
Net Income (loss) | (9,829,578) | (15,783,187) | 17,696,928 | (15,222,949) |
Net (loss) attributable to noncontrolling interests | (92,934) | (27,283) | (209,467) | (27,283) |
Net (Loss) Available to Common Stockholders | $ (9,736,644) | $ (15,755,904) | $ 17,906,395 | $ (15,195,666) |
Net Income per Common Share (Note 5) | ||||
Basic | $ (9.12) | $ (17.16) | $ 16.76 | $ (16.63) |
Diluted | $ (9.12) | $ (17.16) | $ 6.90 | $ (16.63) |
Shares Used to Compute Income per Share (Note 5) | ||||
Basic | 1,068,101 | 918,416 | 1,068,101 | 913,479 |
Diluted | 1,068,101 | 918,416 | 2,595,974 | 913,479 |
Comprehensive Income (Loss): | ||||
Net Income (Loss) | $ (9,736,644) | $ (15,755,904) | $ 17,906,395 | $ (15,195,666) |
Change in foreign currency translation adjustments | (15,730) | 1,339 | (3,898) | 8,513 |
Comprehensive Income (Loss) Available to Common Stockholders | $ (9,752,374) | $ (15,754,564) | $ 17,902,497 | $ (15,187,153) |
Condensed Interim Consolidated5
Condensed Interim Consolidated Statements of Changes in Stockholders Equity (Deficiency) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Sub Total | Noncontrolling Interest | Total |
Balance at Jul. 31, 2016 | $ 909 | $ 363,687,741 | $ (375,704,372) | $ 798,872 | $ (11,216,850) | $ (11,216,850) | |||
Balance (in shares) at Jul. 31, 2016 | 620 | 908,541 | |||||||
Issuance of common stock upon conversion of preferred stock | $ 41 | $ (41) | |||||||
Issuance of common stock upon conversion of preferred stock (in shares) | (620) | 41,333 | |||||||
Issuance of common stock for preferred stock make whole payments | 20 | 167,380 | 167,400 | 167,400 | |||||
Issuance of common stock for preferred stock make whole payments (in shares) | 19,529 | ||||||||
Exercise of stock options/warrants for cash | $ 3 | $ 49,997 | $ 50,000 | $ 50,000 | |||||
Exercise of stock options/warrants for cash (in shares) | 3,333 | ||||||||
Cashless exercise of warrants | $ 31 | 1,071,851 | 460,455 | 1,532,337 | 1,532,337 | ||||
Cashless exercise of warrants (in shares) | 31,195 | ||||||||
Issuance of common stock for acquisition | $ 53 | 1,097,100 | 253,763 | 1,350,916 | 1,350,916 | ||||
Issuance of common stock for acquisition (shares) | 53,211 | ||||||||
Issuance of series H preferred stock for cash | $ 3 | 2,999,997 | 3,000,000 | 3,000,000 | |||||
Issuance of series H preferred stock for cash (in shares) | 3,000 | ||||||||
Issuance of series I preferred stock for conversion of debt | $ 1 | 790,346 | 790,347 | 790,347 | |||||
Issuance of series I preferred stock for conversion of debt (in shares) | 790 | ||||||||
True-up rounding shares for reverse stock split | $ 11 | (11) | |||||||
True-up rounding shares for reverse stock split (in shares) | 10,958 | ||||||||
Noncontrolling interest | 1,297,940 | 1,297,940 | |||||||
Net Income (loss) | (70,016,194) | (70,016,194) | (6,816,405) | (76,832,599) | |||||
Currency translation adjustment | (15,722) | (15,722) | (15,722) | ||||||
Balance at Jul. 31, 2017 | $ 4 | $ 1,068 | 2,168,951 | 368,409,627 | (445,720,566) | 783,150 | (74,357,766) | (5,518,465) | (79,876,231) |
Balance (in shares) at Jul. 31, 2017 | 3,790 | 1,068,100 | |||||||
Net Income (loss) | 17,906,395 | 17,906,395 | (209,467) | 17,696,928 | |||||
Investment in subsidiary by noncontrolling interest | 125,376 | 125,376 | |||||||
Currency translation adjustment | (3,898) | (3,898) | (3,898) | ||||||
Balance at Jan. 31, 2018 | $ 4 | $ 1,068 | $ 2,168,951 | $ 368,409,627 | $ (427,814,171) | $ 779,252 | $ (56,455,269) | $ (5,602,556) | $ (62,057,825) |
Balance (in shares) at Jan. 31, 2018 | 3,790 | 1,068,100 |
Condensed Interim Consolidated6
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net Income (Loss) | $ 17,696,928 | $ (15,222,949) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,022 | |
Loss on goodwill impairment | (14,335,822) | |
Changes in fair value of contingent purchase consideration | (18,776,629) | |
Gain on disposal of property and equipment | 1,276 | |
Common stock issued for make-whole payments on preferred stock | 72,900 | |
Change in fair value of derivative liabilities | 325,074 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (175) | |
Inventory | (2,011) | |
Accounts payable and accrued expenses | 211,670 | 256,046 |
Other current assets | (205,097) | (24,535) |
Net Cash Used in Operating Activities | (1,073,292) | (256,366) |
Cash flows from investing activities: | ||
Deposit on investment | (500,000) | |
Purchase of fixed assets | (5,385) | |
Investment in non-controlling interest | 99,593 | |
Net cash provided by investing activities | (5,385) | (400,407) |
Cash Flows From Financing Activities: | ||
Loan proceeds from related party | 126,101 | 656,153 |
Investment in subsidiary by noncontrolling interest | 125,376 | |
Proceeds from exercise of warrants | 50,000 | |
Net Cash Provided by Financing Activities | 251,477 | 706,153 |
Net Increase (Decrease) in Cash and Cash Equivalents | (827,201) | 49,380 |
Effects of currency translation on cash and cash equivalents | (3,898) | 8,760 |
Cash and Cash Equivalents, Beginning of Period | 2,879,165 | 16,899 |
Cash and Cash Equivalents, End of Period | 2,048,066 | 75,039 |
Supplemental Disclosure of Cash Flow Information | ||
Notes payable issued for acquisition of a business | $ 320,000 |
Organization of Business and Go
Organization of Business and Going Concern | 6 Months Ended |
Jan. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Business | Note 1 – Organization of Business and Going Concern: Generex Biotechnology Corporation (“Generex” or the “Company”), was formed in the State of Delaware on September 4, 1997 and its year-end is July 31. It is engaged primarily in the research and development of drug delivery systems and the use of the Company’s proprietary technology for the administration of formulations of large molecule drugs to the oral (buccal) cavity using a hand-held aerosol applicator; and through the Company’s wholly-owned subsidiary, Antigen Express, Inc. (“Antigen”), has undertaken work on immunomedicines incorporating proprietary vaccine formulations. On January 18, 2017, the Company closed an Acquisition Agreement pursuant to which the Company acquired a 51% interest in Hema Diagnostic Systems, LLC (“HDS”), a Florida limited liability company established in December 2000 to market and distribute rapid test devices including infectious diseases. Since 2002, HDS has been developing an expanding line of rapid diagnostic tests (RDTs) including such diseases as Human Immunodeficiency Virus (HIV) – 1/2, tuberculosis, malaria, hepatitis, syphilis, typhoid and dengue as well as other infectious diseases. On December 28, 2017, the Company completed the acquisition of the assets and 100% of the membership interests of two pre-operational pharmacies, Empire State Pharmacy Holdings, LLC and Grainland Pharmacy Holdings, LLC. 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 consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K. The Company’s accounting policies did not include Revenue Recognition in the latest Annual Report on Form 10-K. On November 29, 2017, the Company’s wholly owned subsidiary, Antigen Express, Inc. (“Antigen”), entered into a License and Research Agreement (the “License Agreement”) with Shenzhen BioScien Pharmaceuticals Co., Ltd., (“Shenzhen”). Under the License Agreement, Antigen granted Shenzhen an exclusive license (the “License”) to use Antigen’s patents, know-how, data and other intellectual property relating to Antigen’s AE37 peptide to develop and sell products for the prevention and treatment of prostate cancer in China (including Taiwan, Hong Kong and Macau). In exchange for the License, Shenzhen has agreed, inter alia • a $700,000 non-refundable initial payment; • milestone payments of $1,000,000 each upon completion of Phase II and Phase III studies; • a milestone payment of $2,000,000 upon regulatory approval of a product covered by the License; and • a 10% royalty on net sales, provided the patents are in force and there are no approved generic equivalents. Shenzhen, generally, will be responsible for conducting clinical trials, securing Chinese regulatory approvals, and marketing in China for all products developed under the Agreement. In the three and six-month period ended January 31, 2018 the Company recognized revenue for an amount equal to $700,000 representing the non-refundable initial payment, in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The results for the three and six-month period ended January 31, 2018 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. On August 24, 2017, the Company and Core Tech Solutions, Inc. (“Core Tech”) entered into a letter of intent (“LOI”) contemplating Company’s acquisition of a controlling interest of the outstanding capital stock of Core Tech. This LOI was terminated on December 18, 2017. Certain prior period amounts have been reclassified in the Consolidated Cash Flow Statement for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. 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 $428 million and a working capital deficiency of approximately $22 million at January 31, 2018. 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 | 6 Months Ended |
Jan. 31, 2018 | |
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. The FASB issued several updates on Topic 606 “Revenue from Contracts with Customers”, including: • ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” • ASU 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” • ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” • ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF (Emerging Issue Task Force) Meeting.” • ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” • ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” • ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840) and Leases (Topic 842). Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The standards provide companies with a single model for use in accounting for revenue arising from contracts with customers that supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, to be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company plans to adopt this guidance effective August 1, 2018, as required. The Company does not expect this guidance to have a significant impact on how it recognizes revenue and related expenses. The Company is evaluating the impact of this update on its consolidated financial statement disclosures. The Company expects to complete its assessments prior to adoption of the guidance. 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 In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted under certain circumstances. The amendments should be applied prospectively as of the beginning of the period of adoption. The Company is currently considering early adoption and assessing the impact that this standard will have on its consolidated financial statements. 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. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Topic 480, Distinguishing Liabilities from Equity In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income |
Loans from Related Parties
Loans from Related Parties | 6 Months Ended |
Jan. 31, 2018 | |
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 8), the outstanding principal balance was $13,239,837 and total accrued interest of $191,869. This loan is subject to a call option (Note 8) which, if exercised, the principal and accrued interest through January 18, 2017 would be eliminated. From January 19, 2017 through January 31, 2018, the loan principal increased by $624,404. As of January 31, 2018, the outstanding principal balance was $13,864,241. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 - Commitments and Contingencies: Pending Litigation The Company is a defendant in one legal proceeding relating to alleged breach of contract and claims against certain of the Company’s original buccal delivery patents. The Company is also a defendant in two legal proceedings brought by a former executive officer and her affiliate. These legal proceedings have been reported in the Company’s prior periodic reports. No activity has occurred in these cases in several years, and the Company now considers them immaterial. 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. The Company has filed a response. As of March 7, 2018, an arbitrator has been chosen, but no hearings have yet been scheduled. 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”) | 6 Months Ended |
Jan. 31, 2018 | |
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 for the six months ended January 31, 2018. The weighted average number of common stock equivalents not included in diluted loss per share, because the effects are anti-dilutive, was 1,534,095 for the three months ended January 31, 2018. For the three and six-month periods ended January 31, 2017 all outstanding stock options, non-vested restricted stock, warrants and common stock underlying convertible preferred stock, representing 375,972 incremental shares at January 31, 2017, have been excluded from the computation of diluted EPS as they are anti-dilutive. |
Stockholders_ Deficiency
Stockholders’ Deficiency | 6 Months Ended |
Jan. 31, 2018 | |
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 January 31, 2018, 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 January 31, 2018. Warrants As of January 31, 2018 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 January 31, 2018, 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. Noncontrolling Interest During the six months ended in January 31, 2018, there was a net loss attributable to the non-controlling interest (49%) in Hema Diagnostic Systems, LLC of $209,467 and contributions made of $125,376. The net change in the non-controlling interest as of January 31, 2018 was $84,091. For the periods ending January 31, 2018 and July 31, 2017, the non-controlling interest in Hema Diagnostic Systems, LLC was $5,602,556 and $5,518,465, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jan. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation: | Note 7 - Stock-Based Compensation Stock Option Plans As of January 31, 2018, 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 January 31, 2018, 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 six months ended January 31, 2018 and 2017. 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 - January 31, 2018 18,095 $ 31.02 The 18,095 outstanding options at January 31, 2018 had a weighted average remaining contractual term of 0.6 years. There were no non-vested common stock options granted, vested or forfeited under the Plan for the period ended January 31, 2018. As of January 31, 2018, 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 six months ended January 31, 2018. The following table summarizes information on stock options outstanding at January 31, 2018: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at January 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 17,245 $ 1.00 0.53 47,424 $ 640.00 850 $ 640.00 2.10 — 18,095 $ 31.02 0.61 $ 47,424 |
Acquisition of Hema Diagnostics
Acquisition of Hema Diagnostics Systems, LLC | 6 Months Ended |
Jan. 31, 2018 | |
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 determined that is was remote that the warrant would be issued and the Call Option would be exercised, accordingly no values have been attributed to the warrant and Call Option at closing. During the fiscal year 2017, after the issuance of Series I Preferred Stock, management made a redetermination and concluded that it was probable 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. During the fiscal year 2018, there was an increase in authorized shares, but the warrants still have not been issued. As of January 31, 2018, the fair value of the warrant and Call Option was $46,303,223 and $3,257,655, respectively. For the six months ended January 31, 2018, the change in the fair value of the contingent purchase consideration of $18,776,629 was recorded as a gain in the condensed interim consolidated statements of operations and comprehensive income (loss). For the three months ended January 31, 2018, the change in the fair value of the contingent purchase consideration of $9,521,747 was recorded as a loss in the condensed interim consolidated statements of operations and comprehensive income (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 January 31, 2018. 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: January 31, 2018 July 31, 2017 Exercise price 2.50 2.50 Time to expiration 3.96 years 4.47 years Risk-free interest rate 2.29 % 1.84 % Estimated volatility 120.67 % 122.7 % Dividend — — Stock price at valuation date $ 3.75 5.05 Fair Value Assumptions Used in Accounting for Call Option The Company used the Monte Carlo model to calculate the fair value of the call option as of January 31, 2018. 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: January 31, 2018 July 31, 2017 Risk-free interest rate 2.14 % 1.34 % Estimated volatility 154.5 % 143.9 % Remaining Term 1.96 2.47 Stock price at valuation date $ 3.75 5.05 Goodwill and Intangible Assets The change in the carrying amount of goodwill and other intangible assets for the period ended January 31, 2018, is as follows: Other Intangibles, net Goodwill Total Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 Current period amortization — — — Additions from pharmacy acquisition 276,380 276,380 Balance as of January 31, 2018 $ 3,187,757 $ — $ 3,187,757 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 for HDS was valued at $14.3 million as of the date of acquisition. It was later determined that the value of goodwill was $13.4 million due to the change in estimates of in-process research and development. Goodwill represents the excess of the purchase price over the fair market value of net assets acquired. Goodwill for HDS was $14.3 million as of the date of the acquisition. When the acquisition transaction closed in January 2017, HDS was a development-stage entity and its liabilities exceeded the aggregate value of its assets. Utilizing discounted cash flow (DCF) valuation methodology, Generex determined that HDS has forecasted losses throughout the reasonably foreseeable future with a nominal terminal value. In addition, there was a high degree of uncertainty as to the future cash flows of HDS. Therefore, the Company concluded that the implied goodwill arising out of the acquisition was zero and should be properly characterized as fully impaired as of July 31, 2017. |
Acquisition of Pharmacies
Acquisition of Pharmacies | 6 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
Acquisition of Pharmacies | Note 9 - Acquisition of Pharmacies On December 28, 2017, the Company completed the acquisition of the assets and 100% of the membership interests of two pre-operational pharmacies, Empire State Pharmacy Holdings, LLC and Grainland Pharmacy Holdings, LLC, pursuant to the bills of sale for a consideration of $320,000 Promissory Note due and payable in full on June 28, 2018 bearing an annual interest rate of 3%. The purchase price has been allocated as of the acquisition date based on management’s preliminary estimates as follows: Intangible assets $ 276,380 Property and Equipment 19,879 Leasehold Improvements 17,761 Computer Software 5,980 Total Assets Acquired $ 320,000 The intangible assets represent the licenses obtained to operate a pharmacy in the respective state of each of the acquired pharmacies. Intangible assets are generally amortized on a straight-line basis over the useful lives of the assets. The Company is currently not amortizing the pharmacy license until the pharmacies becomes commercially viable and operations begin in the acquired pharmacies. At the time, when the intangible assets are placed in service, the Company will determine a useful life. The Company has determined that the acquisition of the two pharmacies was a non-material business combination. As such, pro forma disclosures are not required and are not presented within this filing. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the unaudited condensed interim consolidated financial statements were issued. |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
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) | 6 Months Ended |
Jan. 31, 2018 | |
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 - January 31, 2018 18,095 $ 31.02 |
Information on stock options outstanding | Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at January 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 17,245 $ 1.00 0.53 47,424 $ 640.00 850 $ 640.00 2.10 — 18,095 $ 31.02 0.61 $ 47,424 |
Acquisition of Hema Diagnosti19
Acquisition of Hema Diagnostics Systems, LLC (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
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 | January 31, 2018 July 31, 2017 Exercise price 2.50 2.50 Time to expiration 3.96 years 4.47 years Risk-free interest rate 2.29 % 1.84 % Estimated volatility 120.67 % 122.7 % Dividend — — Stock price at valuation date $ 3.75 5.05 |
Fair Value Assumptions Used in Accounting for Call Options | January 31, 2018 July 31, 2017 Risk-free interest rate 2.14 % 1.34 % Estimated volatility 154.5 % 143.9 % Remaining Term 1.96 2.47 Stock price at valuation date $ 3.75 5.05 |
Carrying amount of goodwill and other intangible assets | Other Intangibles, net Goodwill Total Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 Current period amortization — — — Additions from pharmacy acquisition 276,380 276,380 Balance as of January 31, 2018 $ 3,187,757 $ — $ 3,187,757 |
Acquisition of Pharmacies (Tabl
Acquisition of Pharmacies (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
Purchase price allocated as of acquisition date | Intangible assets $ 276,380 Property and Equipment 19,879 Leasehold Improvements 17,761 Computer Software 5,980 Total Assets Acquired $ 320,000 |
Organization of Business and 21
Organization of Business and Going Concern (Details Narrative) | Mar. 14, 2017 | Jan. 31, 2018USD ($) | Jan. 18, 2017 |
Reverse stock split ratio | 0.001 | ||
Accumulated deficit | $ 418,000,000 | ||
Working capital deficiency | 22,000,000 | ||
Non-refundable initial payment | $ 700,000 | ||
License and Research Agreement terms | In exchange for the License, Shenzhen has agreed, inter alia • a $700,000 non-refundable initial payment; • milestone payments of $1,000,000 each upon completion of Phase II and Phase III studies; • a milestone payment of $2,000,000 upon regulatory approval of a product covered by the License; and • a 10% royalty on net sales, provided the patents are in force and there are no approved generic equivalents. | ||
Hema Diagnostic Systems, LLC | |||
Majority interest | 51.00% |
Loan from Related Parties (Deta
Loan from Related Parties (Details Narrative) - USD ($) | Apr. 28, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 16, 2017 |
Paid to Emmaus Life Sciences, Inc | $ 500,000 | ||||
Conversion of debt into preferred stock | $ 658,622 | ||||
Outstanding balance | $ 13,864,241 | $ 13,864,241 | |||
Increase in loan payable | 126,101 | $ 656,153 | |||
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 | $ 13,239,837 | $ 13,239,837 | |||
Accrued interest | $ 191,869 | 191,869 | |||
Increase in loan payable | $ 624,404 |
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. | |||
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 | |||
Breach of contract and detinue | ||||
Counterclaim proceeding | $ 200,000 | |||
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 | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | |
Accounting Policies [Abstract] | |||
Weighted average number of common stock equivalents not included in diluted income per share | 1,534,095 | 850 | |
Incremental shares | 375,972 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Exercised (Details) | 6 Months Ended |
Jan. 31, 2018shares | |
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 ($) | Apr. 28, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | Apr. 27, 2017 | Jul. 31, 2017 | Mar. 27, 2017 | Feb. 28, 2017 | Feb. 09, 2017 | Jan. 18, 2017 |
Common stock issued | 1,068,101 | 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 | $ 1,071,851 | |||||||||
Warrants exercised | 314,649 | ||||||||||
Warrants, exercise price | $ 15 | ||||||||||
Convertible preferred stock shares issued value | |||||||||||
Conversion of stock, amount converted | $ 658,622 | ||||||||||
Net (loss) attributable to noncontrolling interests | $ (92,934) | $ (27,283) | (209,467) | $ (27,283) | |||||||
Investment in subsidiary by noncontrolling interest | 125,376 | ||||||||||
Net change in non-controlling interest | 84,091 | ||||||||||
Non-controlling interest | $ 5,602,556 | $ 5,518,465 | |||||||||
Series H Convertible Preferred Stock | |||||||||||
Convertible preferred stock, shares authorized | 109,000 | 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 | $ 1,000 | $ 0.001 | $ 1,000 | |||||||
Convertible preferred stock, shares issued | 3,000 | 3,000 | 3,000 | 3,000 | |||||||
Convertible preferred stock shares issued value | $ 3 | $ 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 | 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 | $ 0.001 | ||||||||
Convertible preferred stock, shares issued | 790 | 790 | 790 | ||||||||
Convertible preferred stock shares issued value | $ 1 | $ 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 | 8,000 | |||||||||
Converted stock amount, payment to holder | $ 120 | $ 120 | |||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 4,235 | 4,235 | |||||||||
Series G Convertible Preferred Stock | |||||||||||
Common stock issued upon conversion of preferred stock | 10,000 | 10,000 | 23,333 | ||||||||
Converted stock amount, payment to holder | $ 150 | $ 150 | $ 350 | ||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 4,688 | 4,688 | 10,606 | ||||||||
Shares Issued | |||||||||||
Common stock issued | 31,195 | 31,195 | |||||||||
Remain To Be Issued | |||||||||||
Common stock issued | 72,614 | 72,614 | |||||||||
Warrant | |||||||||||
Common stock issued | 103,809 | 103,809 | |||||||||
Warrants Outstanding | 0 | 0 | |||||||||
Warrants exercised | 3,333 | 3,333 | |||||||||
Warrants issued on cashless basis | 314,649 | 314,649 |
Common stock options granted, f
Common stock options granted, forfeited or expired and exercised - Stock-Based Compensation (Details 1) - $ / shares | 6 Months Ended | |
Jan. 31, 2018 | Jul. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding | 18,095 | 18,095 |
Options Granted | ||
Options Forfeited or expired | ||
Options Exercised | ||
Options Exercisable | ||
Weighted Average Exercise Price per Share | $ 31.02 | $ 31.02 |
Weighted Average Exercise Price per Share, Granted | ||
Weighted Average Exercise Price per Share, Forfeited or expired | ||
Weighted Average Exercise Price per Share, Exercised | ||
Weighted Average Exercise Price per Share, Exercisable |
Information on stock options ou
Information on stock options outstanding - Stock-Based Compensation (Details 2) - USD ($) | 6 Months Ended | |
Jan. 31, 2018 | 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) | 7 months | |
Options Aggregate Intrinsic Value | $ 47,424 | |
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) | 6 months | |
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 1 month |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - shares | 6 Months Ended | |
Jan. 31, 2018 | 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 | 7 months |
Acquisition of Hema Diagnosti30
Acquisition of Hema Diagnostics Systems, LLC - Net purchase price of HDS (Details) - USD ($) | 6 Months Ended | |||
Jan. 18, 2017 | Jan. 31, 2018 | 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) - $ / shares | 6 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 18, 2017 | |
Exercise price | $ 2.50 | $ 2.50 | |
Time to expiration | 2 years 5 months | 4 years 5 months | |
Risk-free interest rate | 1.34% | 1.84% | |
Estimated volatility | 143.90% | 122.70% | |
Dividend | |||
Stock price at period end date | $ 3.75 | $ 5.05 | |
Warrant | |||
Time to expiration | 3 years 10 months | ||
Risk-free interest rate | 2.29% | ||
Estimated volatility | 120.67% | ||
Dividend |
Fair Value Assumptions Used i32
Fair Value Assumptions Used in Accounting for Call Options (Details) - $ / shares | 6 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 18, 2017 | |
Risk-free interest rate | 1.34% | 1.84% | |
Estimated volatility | 143.90% | 122.70% | |
Remaining Term | 2 years 5 months | 4 years 5 months | |
Stock price at valuation date | $ 3.75 | $ 5.05 | |
Call Option | |||
Risk-free interest rate | 2.14% | ||
Estimated volatility | 154.50% | ||
Remaining Term | 1 year 11 months | ||
Stock price at valuation date | $ 3.75 |
Acquisition of Hema Diagnosti33
Acquisition of Hema Diagnostics Systems, LLC - Carrying amount of goodwill and other intangible assets (Details) - USD ($) | 6 Months Ended | ||
Jan. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 | |
Additions from pharmacy acquisition | $ 3,187,757 | $ 276,380 | $ 2,911,377 |
Other Intangibles, net | |||
Beginning balance | 2,911,377 | ||
Current year amortization | |||
Additions from pharmacy acquisition | 276,380 | ||
Ending balance | 2,911,377 | ||
Goodwill | |||
Beginning balance | |||
Current year amortization | |||
Ending balance | |||
Total | |||
Beginning balance | 2,911,377 | ||
Current year amortization | |||
Additions from pharmacy acquisition | 276,380 | ||
Ending balance | $ 2,911,377 |
Acquisition of Hema Diagnosti34
Acquisition of Hema Diagnostics Systems, LLC (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | 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 | 1,068,101 | 53,211 | 1,068,101 | 103,809 | ||
Limited liability company units receied | 300 | ||||||
Warrants to be issued | $ 46,303,223 | $ 46,303,223 | $ 66,060,026 | ||||
Call Option | $ 13,431,706 | ||||||
Call option recorded as an asset | 3,257,655 | 3,257,655 | 4,237,829 | ||||
Fair value of warrant | $ 66,060,026 | ||||||
Changes in fair value of contingent purchase consideration | $ (9,521,747) | $ 18,776,629 | |||||
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 | 14,300,000 | ||||||
Aggregate purchase price | $ 1 |
Acquisition of Pharmacies - Pur
Acquisition of Pharmacies - Purchase price allocated as of acquisition date (Details) - USD ($) | Jan. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 |
Notes to Financial Statements | |||
Intangible assets | $ 3,187,757 | $ 276,380 | $ 2,911,377 |
Property and Equipment | 19,879 | ||
Leasehold Improvements | 17,761 | ||
Computer Software | 5,980 | ||
Total Assets Acquired | $ 320,000 |
Acquisition of Pharmacies (Deta
Acquisition of Pharmacies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 28, 2018 | Dec. 28, 2017 | |
Notes to Financial Statements | ||
Promissory Note | $ 320,000 | |
Promissory Note, Due Date | Jun. 28, 2018 | |
Promissory Note, interest rate | 3.00% |