Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Oct. 26, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | GENEREX BIOTECHNOLOGY CORP | |
Entity Central Index Key | 1,059,784 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | GNBT | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Jul. 31, 2018 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,018 | |
Entity Well-Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 1,065,093 | |
Entity Public Float | $ 2,200,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 | |
Current Assets: | |||
Cash and cash equivalents | $ 1,046,365 | $ 2,879,165 | |
Accounts receivable, net | 33,555 | ||
Inventory, net | 12,075 | 10,035 | |
Other current assets | 96,251 | 21,891 | |
Total Current Assets | 1,188,246 | 2,911,091 | |
Property and equipment (Note 3) | 31,536 | 573 | |
Call option (Note 13) | 2,168,211 | 4,237,829 | |
Intangible asset (Note 13 and 15) | 3,187,757 | 2,911,377 | |
Patents, net (Note 4) | 23,280 | 25,851 | |
Other assets, net | 7,824 | 7,824 | |
TOTAL ASSETS | 6,606,854 | 10,094,545 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 11,044,774 | 10,172,610 | |
Notes Payable (Note 15) | 320,000 | ||
Loans from related parties (Note 6) | 13,864,241 | 13,738,140 | |
Total Current Liabilities | 25,229,015 | 23,910,750 | |
Warrants to be issued (Note 13) | 24,962,507 | 66,060,026 | |
Total Liabilities | 50,191,522 | 89,970,776 | |
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | |||
Common stock, $.001 par value; authorized 750,000,000 and 2,450,000 shares at July 31, 2018 and July 31, 2017, respectively; 1,068,101 and 1,068,101 issued and outstanding at July 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 | (409,386,468) | (445,720,566) | |
Accumulated other comprehensive income | 798,422 | 783,150 | |
Non-controlling interest | (5,576,272) | (5,518,465) | |
Total Stockholders' Deficiency | (43,584,668) | (79,876,231) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 6,606,854 | 10,094,545 | |
Series F Convertible Preferred Stock | |||
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | [1] | ||
Series G Convertible Preferred Stock | |||
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | [2] | ||
Series H Convertible Preferred Stock | |||
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | [3] | 3 | 3 |
Series I Convertible Preferred Stock | |||
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | [4] | $ 1 | $ 1 |
[1] | Series F 9% Convertible Preferred Stock, $1,000 par value; authorized 4,150 shares, -0- and -0- issued shares at July 31, 2018 and July 31, 2017, respectively | ||
[2] | Series G 9% Convertible Preferred Stock, $1,000 par value; authorized 1,000 shares, -0- and -0- issued shares at July 31, 2018 and July 31, 2017, respectively | ||
[3] | Series H Convertible Preferred Stock, $.001 par value; authorized 109,000 shares, 3,000 and 3,000 issued shares at July 31, 2018 and July 31, 2017, respectively | ||
[4] | Series I Convertible Preferred Stock, $.001 par value; authorized 6,000 shares, 790 and 790 issued shares at July 31, 2018 and July 31, 2017, respectively |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 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 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) | $ .001 | $ 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Revenue: | ||
Sales | $ 3,244 | |
Licensing income | 700,000 | |
Total Revenue | 703,244 | |
Operating expenses | ||
Research and development | 839,147 | 422,294 |
General and administrative | 2,359,706 | 1,174,547 |
Total Operating Expenses | 3,198,853 | 1,596,841 |
Operating Loss | (2,495,609) | (1,596,841) |
Other Income/(Expense): | ||
Interest expense | (583,594) | (743,101) |
Changes in fair value of contingent purchase consideration (Note 8) | 39,027,901 | (61,822,197) |
Impairment of goodwill (Note 13) | (13,380,377) | |
Change in fair value of derivative liabilities | 709,917 | |
Net Income (loss) | 35,948,698 | (76,832,599) |
Net (loss) attributable to noncontrolling interests (Note 13) | (385,400) | (6,816,405) |
Net Income (Loss) Available to Common Stockholders | $ 36,334,098 | $ (70,016,194) |
Basic | $ 34.02 | $ (70.92) |
Diluted | $ 14.02 | $ (70.92) |
Basic | 1,068,101 | 987,288 |
Diluted | 2,591,129 | 987,288 |
Comprehensive Income (Loss): | ||
Net Income (Loss) | $ 36,334,098 | $ (70,016,194) |
Change in foreign currency translation adjustments | 15,272 | (15,272) |
Comprehensive Income (Loss) Available to Common Stockholders | $ 36,349,370 | $ (70,031,916) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - 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) | |||||
Investment in subsidiary by noncontrolling interest | |||||||||
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 | |||||||
Cashless exercise of warrants | |||||||||
Net Income (loss) | 35,948,698 | ||||||||
Investment in subsidiary by noncontrolling interest | 327,593 | 327,593 | |||||||
Currency translation adjustment | 15,272 | 15,272 | 15,272 | ||||||
Balance at Jul. 31, 2018 | $ 4 | $ 1,068 | $ 2,168,951 | $ 368,409,627 | $ (409,386,468) | $ 798,422 | $ (38,008,396) | $ (5,576,272) | $ (43,584,668) |
Balance (in shares) at Jul. 31, 2018 | 3,790 | 1,068,100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income | $ 35,948,698 | $ (76,832,599) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 23,780 | 5,045 |
Loss on goodwill impairment | 13,380,377 | |
Changes in fair value of contingent purchase consideration | (39,027,901) | 61,822,197 |
Gain on disposal of property and equipment | 1,276 | |
Amortization of debt discount | 252,700 | |
Forgiveness of debt from related party | (83,554) | |
Change in fair value of derivative liabilities | (709,917) | |
Changes in operating assets and liabilities | ||
Accounts receivable | (33,555) | 980 |
Inventory | (2,040) | 11,106 |
Accounts payable and accrued expenses | 872,164 | 899,750 |
Other current assets | (74,360) | 77,660 |
Other assets | 4,630 | |
Net Cash Used in Operating Activities | (2,293,214) | (1,170,349) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deposit on investment | (4,000,000) | |
Purchase of property and equipment | (8,552) | |
Return of investment | 4,000,000 | |
Cash received in acquisition of a business | 12,363 | |
Net cash used in investing activities | (8,552) | 12,363 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan proceeds from related party | 126,101 | 1,171,021 |
Repayment of loan to related party | (14,096) | |
Proceeds from convertible note payable | 503,879 | |
Repayment of convertible note payable | (674,855) | |
Proceeds from issuance of preferred stock | 3,000,000 | |
Investment in subsidiary by noncontrolling interest | 327,593 | |
Proceeds from exercise of warrants | 50,000 | |
Net Cash Provided by Financing Activities | 453,694 | 4,035,949 |
Effects of currency translation on cash and cash equivalents | 15,272 | (15,698) |
Net (decrease) increase in Cash and Cash Equivalents | (1,832,800) | 2,862,266 |
Cash and Cash Equivalents, Beginning of Year | 2,879,165 | 16,899 |
Cash and Cash Equivalents, End of Year | 1,046,365 | 2,879,165 |
Supplemental Disclosure of Cash Flow Information | ||
Payment of note by issuance of convertible note payable | 50,000 | |
Notes payable issued for acquisition of a business | 320,000 | |
Cashless exercise of warrants | 1,532,337 | |
Conversion of debt from related party | 790,347 | |
Common stock issued for make whole payments | 167,400 | |
Issuance of round up shares | $ 11 | |
Shares issued for acquisition of a business | 1,350,916 | |
Series F Convertible Preferred Stock | ||
Supplemental Disclosure of Cash Flow Information | ||
Conversion of convertible preferred stock to common stock | $ 8 | |
Series G Convertible Preferred Stock | ||
Supplemental Disclosure of Cash Flow Information | ||
Conversion of convertible preferred stock to common stock | $ 33 |
Organization of Business and Go
Organization of Business and Going Concern | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization of Business and Going Concern | 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 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. Going Concern The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company has experienced negative cash flows from operations since inception and has an accumulated deficit of approximately $410 and $446 million and a working capital deficiency of approximately $24 million and $21 million at July 31, 2018 and 2017, respectively. The Company has funded its activities to date almost exclusively from debt and equity financings. The Company will continue to require substantial funds to implement its new investment acquisition plans. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt instruments. Management is also actively pursuing financial and strategic alternatives, including strategic investments and divestitures, industry collaboration activities and strategic partners. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the balance sheet date. There are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2018 | |
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 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 (51%); Hema Diagnostics Systems Panama S.A.; Rapid Medical Diagnostics Corporation; NuGenerex Distribution Solutions, LLC; Grainland Pharmacy Inc.; Empire State Pharmacy Inc; NuGenerex Medical Marketing. 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 as discussed in Note 3. 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. Revenue Recognition 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. 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. Intangible Assets 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 also acquired licenses to operate pharmacies which were recorded at cost. They are evaluated annually for possible impairment. Management determined that as of July 31, 2018, the IPR&D and licenses are not 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 consolidated 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 Income (Loss) per Common Share Net earnings per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. 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. Diluted earnings per share is calculated using the treasury stock method. 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. Revenue and expense 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 reporting currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the consolidated 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 receivable, accounts payable and accrued expenses, call option, warrants to be issued, notes payable and loans from related parties. All of these items, except of the call option and warrants to be issued, were determined to be Level 1 fair value measurements. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, notes payable and the loans from related parties approximate their respective fair values because of the short maturities of these instruments. The call option and warrants to be issued, were determined to be Level 2 fair value measurements. Use of Estimates The preparation of consolidated 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 consolidated 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. 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. The Company does not expect this guidance to have a significant impact on how it recognizes revenue and related expenses. The Company evaluated the impact of this update on its consolidated financial statement disclosures and does not expect there to be a significant impact. 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 evaluated 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 adoption is not expected to have a material impact on the 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. The Company evaluated the impact that this standard will have on its consolidated financial statements and does not expect thee to be a significant impact. 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 In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 - Property and Equipment July 31, 2018 2017 Equipment $ 113,846 $ 82,602 Leasehold Improvements 61,946 40,445 Furniture and Fixtures 1,402 1,402 Less: Accumulated depreciation (145,658 ) (123,876 ) Property and Equipment, net $ 31,536 $ 573 Depreciation expense related to property and equipment amounted to $21,782 and $3,675 for the years ended July 31, 2018 and 2017, respectively. |
Patents
Patents | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Patents | Note 4 - Patents The costs and accumulated amortization of patents are summarized as follows: Patents, net as of August 1, 2017 $— Net patents acquired during acquisition of HDS 27,221 Less: Amortization expense (1,370 ) Patents, net as of July 31, 2017 $ 25,851 Weighted average life 9 years Less: Amortization expense (2,571 ) Patents, net as of July 31, 2018 $ 23,280 Weighted average life 8 years Amortization expense amounted to $2,571 and 1,370 for the years ended July 31, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 - Income Taxes The Company has incurred losses since inception, which have generated net operating loss (“NOL”) carryforwards. The NOL carryforwards arise from both United States and Canadian sources. Pre-tax gain or (loss) arising from domestic operations (United States) were $35,948,698 and $(76,823,599) for the years ended July 31, 2018 and 2017, respectively. Pre-tax (losses) arising from foreign operations (Canada) were $(150,394) and $(869,116) for the years ended July 31, 2018 and 2017, respectively. As of July 31, 2018, the Company has NOL carryforwards in Generex Biotechnology Corporation of approximately $199 million, which expire in 2019 through 2037, in Generex Pharmaceuticals Inc. of approximately $35.4 million, which expire in 2024 through 2038, and in Antigen Express, Inc. of approximately $36.7 million, which expire in 2019 through 2038. These loss carryforwards are subject to limitation due to the acquisition of Antigen and may be limited in future years due to certain structural ownership changes which have occurred over the last several years related to the Company’s equity and convertible debenture financing transactions. For the years ended July 31, 2018 and 2017, the Company’s effective tax rate differs from the federal statutory rate principally due to net operating losses and other temporary differences for which no benefit was recorded. Deferred income taxes consist of the following: July 31, 2018 2017 Net operating loss carryforwards $ 59,296,530 $ 88,428,273 Other temporary differences (102,273 ) 4,132,264 Intangible assets 2,518,572 — Total Deferred Tax Assets 61,712,829 ) 92,560,537 Valuation Allowance (61,712,829 ) (92,560,537 ) Deferred Tax Liabilities Intangible assets (—) (—) Other temporary differences — — Total Deferred Tax Liabilities — — Net Deferred Income Taxes $ — $ — A reconciliation of the United States Federal Statutory rate to the Company’s effective tax rate for the years ended July 31, 2018 and 2017 is as follows: July 31, 2018 2017 Federal statutory rate (26.5 )% (34.0 )% Increase (decrease) in income taxes resulting from: Imputed interest income on intercompany receivables from foreign subsidiaries — — Non-deductible or non-taxable items 28.5 27 Other temporary differences .9 (1 ) Tax rate change (88.7 ) — Change in valuation allowance 85.8 8 Effective tax rate — % — % As of July 31, 2018, the Company had no tax benefits which have not been fully allowed for, and no adjustment to its financial position, results of operations or cash flows was required. The Company does not expect that unrecognized tax benefits will increase within the next twelve months. The Company records interest and penalties related to tax matters within other expense on the accompanying consolidated statement of operations. These amounts are not material to the consolidated financial statements for the years presented. Generally, tax years 2015 to 2018 remain open to examination by the Internal Revenue Agency or other tax jurisdictions to which the Company is subject. The Company’s Canadian tax returns are subject to examination by federal and provincial taxing authorities in Canada. Generally, tax years 2010 to 2018 remain open to examination by the Canada Revenue Agency or other tax jurisdictions to which the Company is subject. |
Loans from Related Parties
Loans from Related Parties | 12 Months Ended |
Jul. 31, 2018 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Loan from Related Party | Note 6 - Loans from Related Parties On January 16, 2017, Joseph Moscato, Chief Executive Officer and director (“Moscato”), and Lawrence Salvo, Senior Vice President and director (“Salvo”), each made an unsecured $250,000, non-interest bearing, advances to the Company, $500,000 in the aggregate, which the Company paid to Emmaus Life Sciences, Inc. pursuant to the Emmaus Letter of Intent (“Emmaus LOI”) (see Note 9). Both Moscato and Salvo made other advances ($75,820 and $82,803, respectively) to permit the Company to pay certain third party expenses in connection with the implementation of the Company’s repurposed business plan, including legal, accounting, transfer agent, Edgarization, and press release fees. On April 27, 2017, the Company converted 100% of such advances, $658,622 in the aggregate (the “Moscato – Salvo Advances”) into 790 shares of Series I preferred stock (see Note 11). HDS received substantially all of its funding from a shareholder, who owned 98.9% of HDS prior to the acquisition of HDS by the Company. The loan is unsecured, matures on December 31, 2019 and accrued interest at 0.75% per annum through January 19, 2017, and bears no interest thereafter. Upon acquisition of HDS by the Company (see Note 13), the outstanding principal balance was $13,239,837 and total accrued interest of $191,869. This loan is subject to a call option (Note 13) which, if exercised, the principal and accrued interest through January 18, 2017 would be eliminated. The loan principal increased by $498,303 and $624,404 from January 19, 2017 through July 31, 2017 and 2018, respectively. As of July 31, 2018 and 2017, the outstanding principal balance was $13,864,241 and $13,738,140. |
Loan Payable
Loan Payable | 12 Months Ended |
Jul. 31, 2018 | |
Notes to Financial Statements | |
Loan Payable | Note 7 – Loan Payable In May 2016, the Company borrowed $50,000 from a lender (“Demand Note”). This unsecured note bore interest at 9% per annum and was due on demand. In March 2017, this note was cancelled upon issuance of a new convertible note payable (See Note 8). |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Jul. 31, 2018 | |
Notes to Financial Statements | |
Convertible Note Payable | Note 8 – Convertible Note Payable On March 6, 2017, Generex entered into a Securities Purchase Agreement with Alpha Capital Anstalt (“Alpha”), pursuant to which the Company agreed to issue a Convertible Note due March 6, 2018 (“Convertible Note”) in the principal amount of $674,855. This Convertible Note bore no interest, except in the event of a default, in which the default interest rate was 15% per annum. Consideration received for the Convertible Note was $562,379, comprised of $500,000 in cash (paid directly to Emmaus Life Sciences, Inc. pursuant to the Emmaus LOI (see Note 9), the cancellation of a $50,000 Demand Note the Company had issued to the investor in May 2016 (See Note 7), $3,879 in accrued interest on the Demand Note and $8,500 in legal fees for the investor’s counsel, which the Company was obligated to pay pursuant to the Securities Purchase Agreement. This Convertible Note was convertible, at the option of the holder, at any time, into shares of common stock at a conversion rate of $10.00 per share. Upon issuance, the Company recorded a debt discount of $120,976, consisting of $112,476 original issue discount and $8,500 of legal fees, to be amortized over the term of the Convertible Note. The Convertible Note included a provision stating that if the Company failed to timely consummate the transaction with Emmaus Life Sciences, Inc. pursuant to the Letter of Intent, the Note would become immediately due and payable, On May 30, 2017, the Company received notice from the investor’s counsel declaring the Note due and payable due to the termination of the Letter of Intent. In July 2017, the principal balance of the Convertible Note was fully repaid. In addition, the Company agreed to pay a late fee of $75,000 to Alpha. For the year ended July 31, 2018 and 2017, amortization of debt discount was $0 and $120,976, respectively, utilizing effective interest rate of 19.91%. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies: Emmaus LOI On January 16, 2017, the Company and Emmaus Life Sciences, Inc. (“Emmaus”) entered into a letter of intent (“LOI”) contemplating that the Company will acquire a controlling interest in the outstanding capital stock of Emmaus for a total consideration of $225,000,000 in cash and Generex stock. The purchase price for shares of stock of the Emmaus Shares will consist of $10,000,000 in cash and $215,000,000 worth of shares of the Company’s common stock (“Company Shares”). The Company paid an aggregate $4,000,000 in cash deposits to Emmaus under the LOI. On May 16, 2017, the LOI was terminated and Emmaus repaid the $4,000,000. Pending Litigation 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 dormant. 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. This has been accrued in the financial statements. On August 22, 2017, Generex received a letter from counsel for Three Brothers Trading LLC, d/b/a Alternative Execution Group (“AEXG”), claiming breach of a Memorandum of Understanding (“MOU”) between Generex and AEXG. The MOU related to AEXG referring potential financing candidate to Generex. The letter from AEXG counsel claimed that Generex’s acceptance of $3,000,000 in financing from Pharma Trials, LLC, in March 2017, violated the provisions of the MOU prohibiting Generex from seeking other financing, with certain exceptions, for a period of 60 days after execution of the MOU. AEXG has demanded at least $210,000 in cash and 84,000 warrants for Generex stock convertible at $2.50 per share, for attorney’s fees and costs. Generex management believes the Pharma Trials, LLC Financing was not subject to the prohibitions because the representative of Pharma Trials, LLC was a director of Generex, and for other reasons. On June 28, 2018, the Company was named in respect of a claim by Burrard Pharmaceutical Enterprises Ltd. and Moa’yeri Kayhan for unspecified damages and other remedies issued by the Supreme Court of British Columbia. The claim is made in connection with one advanced against Burrard and Kayhan by Middle East Pharmaceutical Factory L.L.C., a foreign corporation, for fraudulent or negligent misrepresentation. Middle East alleges that it was misled by Burrard and Kayhan into believing that Burrard had rights to distribute Generex product in the Middle East. Burrard and Kayhan allege that they did have rights in that regard, which the Company denies. The matter remains at the pleadings stage and the Company is investigating the facts. There are rental agreements in effect at Hema Diagnostics Systems, Grainland Pharmacy Inc. and Empire State Pharmacy Inc. and paid out in the following periods: $92,430 in fiscal year 2019, $82,469 in fiscal year 2020 and $9,306 in fiscal year 2021. With respect to all litigation, as additional information concerning the estimates used by the Company becomes known, the Company reassesses its position both with respect to accrued liabilities and other potential exposures. |
Net (Loss) _ Income Per Share (
Net (Loss) / Income Per Share (“EPS”) | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Net Income (Loss) Per Share (EPS) | Note 10 - Net (Loss) / Income Per Share (“EPS”): Basic net income or loss per share is calculated using the weighted average number of common shares outstanding during the period. Diluted net 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. Since there was a net loss in the year ended July 31, 2017, diluted EPS was not presented as all potentially dilutive securities were antidilutive. 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 year ended July 31, 2018. Year Ended July 31, Year Ended July 31, 2018 2017 Weighted average number of common shares outstanding - Basic 1,068,100 987,288 Potentially dilutive common stock equivalents 1,523,028 — Weighted average number of common and equivalent shares outstanding-Diluted 2,591,129 987,288 |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Jul. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficiency | Note 11 - Stockholders’ Deficiency: Common Stock On January 18, 2017, the Company issued 53,211 shares of common stock for the acquisition of 51% of HDS and is obligated to issue 230,000 shares of common stock upon the conclusion of the Company’s reverse stock split. As at year end the shares have yet to be issued. During January 2017, the Company issued 8,000 shares of common stock for the conversion of 120 shares of Series F convertible preferred stock, plus 4,235 shares for the related make-whole payments issued to convert the accumulated dividend payable. During January 2017, the Company issued 10,000 shares of common stock for the conversion of 150 shares of Series G convertible preferred stock, plus 4,688 shares for the related make-whole payments issued to convert the accumulated dividend payable. During February 2017, the Company issued 23,333 shares of common stock for the conversion of 350 shares of Series G convertible preferred stock, plus 10,606 shares for the related make-whole payments issued to convert the accumulated dividend payable. On February 9, 2017, the Company offered all current warrant holders an option to exercise immediately all outstanding common stock purchase warrants on a cashless basis at a reduced exercise price of $7.40 per share from $15.00 per share. The Company agreed to issue a total of 103,809 shares of common stock in connection with the exercise of 314,649 warrants in connection with the following outstanding warrants: Warrants Exercised Shares Agreed to be Issued Series C 9% Convertible Preferred Stock 10,000 3,299 Series D 9% Convertible Preferred Stock 16,649 5,492 Series E 9% Convertible Preferred Stock 119,667 39,481 Series F 9% Convertible Preferred Stock 138,333 45,639 Series G 9% Convertible Preferred Stock 30,000 9,898 314,649 103,809 As at July 31, 2018, 302,614 shares remain to be issued resulting in common stock payable $2,168,951. Warrants During the year ended July 31, 2017, 65,896 warrants expired. There were 3,333 warrants exercised at an exercise price of $15.00 per share with proceeds of $50,000 for the year ended July 31, 2017 and 314,649 warrants were exercised on a cashless basis at a reduced exercise price of $7.40 issuing 103,809 shares of common stock. As of July 31, 2018 and 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. As of July 31, 2017, 2,075 of the Series F convertible preferred stock had been converted to common stock. There were 97,108 shares of common stock issued upon the conversion of the Series F convertible preferred stock and 40,769 shares of common stock issued as “make-whole payments” on such conversions. As of July 31, 2017, 500 of the Series G convertible preferred stock had been converted to common stock. There were 33,333 shares of common stock issued upon the conversion of the Series G convertible preferred stock and 15,294 shares of common stock issued as “make-whole payments” on such conversions. 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 July 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 year ended in July 31, 2018 and 2017, there was a net loss attributable to the non-controlling interest (49%) in HDS of $385,400 and $6,816,405 and contributions made of $327,594 and $0, respectively. The net change in the non-controlling interest as of July 31, 2018 was $57,807. For the years ending July 31, 2018 and July 31, 2017, the non-controlling interest in HDS was $5,576,272 and $5,518,465, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 12- Stock-Based Compensation Stock Option Plans As of July 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 July 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 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, 2016 19,639 30.00 Forfeited or expired (1,544 ) 1.00 Outstanding - July 31, 2017 18,095 $ 31.02 Granted — — Forfeited or expired (7,037 ) (5.56 ) Exercised — — Outstanding - July 31, 2018 11,058 $ 30.63 The 11,058 outstanding options at July 31, 2018 had a weighted average remaining contractual term of 0.2 years. There were no non-vested common stock options granted, vested or forfeited under the Plan for the fiscal year ended July 31, 2018. As of July 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 years ended July 31, 2018 or 2017. The following table summarizes information on stock options outstanding at July 31, 2018: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at July 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 10,208 $ 1.00 .25 $ 10,719 $ 640.00 850 $ 640.00 1.61 — 11,058 $ 10,719 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on July 31, 2018. The market values as of July 31, 2018 was $2.05 based on the closing bid price for July 31, 2018. |
Acquisition of Hema Diagnostics
Acquisition of Hema Diagnostics Systems, LLC | 12 Months Ended |
Jul. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Hema Diagnostics Systems, LLC | Note 13 - 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. As of July 31, 2018, no shares or warrants relating to this acquisition have been issued. 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 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. The change in the fair value of the contingent purchase consideration of $61,822,197 is recorded in the consolidated statements of operations and comprehensive loss. During the fiscal year 2018, there was an increase in authorized shares, but the warrants still have not been issued. As of July 31, 2018, the fair value of the warrants was $24,962,507 and Call Option was $2,168,211. The change in the fair value of the contingent purchase consideration of $39,027,901 was recorded in the consolidated statements of operations and comprehensive income (loss) for the year ending July 31, 2018. Fair Value Assumptions Used in Accounting for Warrants The Company used the Black-Scholes option-pricing model to calculate the fair value of the warrants as of July 31, 2018 and 2017. The Black-Scholes option-pricing model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. The key inputs used in the fair value calculations were as follows: July 31, 2018 July 31, 2017 Exercise price 2.50 2.50 Time to expiration 3.47 years 4.47 years Risk-free interest rate 2.77 % 1.84 % Estimated volatility 143.97 % 122.7 % Dividend — — Stock price at valuation date $ 2.05 $ 5.05 Fair Value Assumptions Used in Accounting for Call Option The Company used the Monte Carlo model to calculate the fair value of the call option as of July 31, 2018 and 2017. The valuations are based on assumptions as of the valuation date with regard to the value of the asset acquired net of impairment, the risk-free interest rate, the estimated volatility of the stock price in the future, the time to expiration and the stock price at the date of valuation. The following assumptions were used in estimating the value of the Call Option: July 31, 2018 July 31, 2017 Risk-free interest rate 2.44 % 1.34 % Estimated volatility 129.95 % 143.9 % Remaining Term 1.47 2.47 Stock price at valuation date $ 2.05 $ 5.05 The purchase price allocation of HDS was determined to be as follows: Cash and cash equivalents $ 12,363 Accounts receivable, net 980 Inventory, net 21,141 Other current assets 91,474 Property and equipment, net 4,249 Other assets, net 39,675 Accounts payable and accrued expenses (489,390 ) Loan to related parties (13,323,391 ) Net assets of HDS (13,642,899 ) Non-controlling interest (1,297,939 ) In-Process Research & Development 2,911,377 Goodwill 13,380,377 Total Purchase Price 51% Ownership $ 1,350,916 |
Segment Information
Segment Information | 12 Months Ended |
Jul. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 14 - Segment Information: The Company follows FASB ASC Topic 815 which establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial reports. This Topic also establishes standards for related disclosures about products and services, geographic areas, and major customers. This Topic uses a management approach for determining segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company’s management reporting structure provides for only one segment: the research, development and commercialization of drug delivery systems and technologies for metabolic and immunological diseases. The countries in which the Company had identifiable assets are presented in the following table. Identifiable assets are those that can be directly associated with a geographic area. 2018 2017 Identifiable Assets Canada $ 1,108,684 $ 2,881,326 United States 5,498,170 7,213,219 Total $ 6,606,854 $ 10,094,545 |
Acquisition of Pharmacies
Acquisition of Pharmacies | 12 Months Ended |
Jul. 31, 2018 | |
Notes to Financial Statements | |
Acquisition of Pharmacies | Note 15 - Acquisition of Pharmacies and New Formation: On December 28, 2017, the Company through its wholly owned subsidiary NuGenerex, 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 note was extended by six months and set to mature with the same terms on December 28, 2018. 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. On June 25, 2018, there was a new entity formed called NuGenerex Medical Marketing. Since inception, there has been no material activity. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jul. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 16 – Goodwill and Intangible Assets The change in the carrying amount of goodwill and other intangible assets for the years ended July 31, 2018 and 2017, is as follows: Total Goodwill Other Intangibles, net Balance as of July 31, 2016 — — — Acquisition of HDS $ 16,291,754 13,380,377 $ 2,911,377 Impairment of goodwill (13,380,377 ) (13,380,377 ) — Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 Licenses from pharmacy acquisition (Note 15) 276,380 276,380 Balance as of July 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the consolidated financial statements were issued. On October 3, 2018, we entered into an Asset Purchase Agreement (the “Agreement”) with Veneto Holdings, L.L.C. (“Veneto”) to purchase certain assets of Veneto and its subsidiaries (the “Assets”). The Agreement bifurcated the closing. On October 3, 2018 (the “First Closing”), the Company purchased the operating assets of (a) seven dispensing pharmacies, (b) a wholesale pharmacy purchasing company, and (c) an in-network laboratory in exchange for a secured promissory note in the principal amount of $15,000,000 (the “ Promissory Note Effective as at October 3, 2018, NuGenerex Distribution Solutions, LLC assigned the Veneto Asset Purchase Agreement to NuGenerex Distribution Solutions 2, LLC. The sole member of that LLC is NuGenerex Management Services, Inc., a wholly-owned subsidiary of Generex Biotechnology Corporation. The aggregate purchase price for the Assets, is $30,000,000 including the Promissory Note. At the Second Closing, the Company will pay the principal of the Promissory Note plus interest to Veneto, (ii) $9,000,000 will be paid by the Company into a trust or other fiduciary account acceptable to Veneto to be used exclusively for satisfaction of certain contingent liabilities of Veneto and subsidiaries of Veneto not being acquired by the Company, (iii) $3,000,000 will be paid by the Company into an escrow account to secure potential obligations of Veneto in respect of the Second Closing date working capital and under the indemnification provisions of the Agreement and (iv) the balance will be payable directly to Veneto in cash. The Company has received a non-binding letter of intent from a lender to provide the funds necessary to complete the Second Closing. The lender is continuing its due diligence at this time and has not yet supplied definitive loan documents. The Company have also entered into a temporary fee-for-service arrangement with Veneto and one of its subsidiaries for Veneto to provide managements, personnel, operational, administrative and other services with respect to the First Closing Assets pending the Second Closing. At the Second Closing, all of Veneto personnel providing these services are expected to become employees or consultants of the Company, and Veneto will no longer provide the services. If the Agreement terminated without a Second Closing, those arrangements will continue for one year from the First Closing. The Promissory Note issued to Veneto in the original principal amount of $15,000,000 calls for payment in full on the Second Closing with interest at an annual rate of 5.0% and guaranteed by Generex and Joseph Moscato, and secured by a first priority security interest in Generex’s assets other than the First Closing Assets. If the Agreement is terminated and the Second Closing does not occur, Generex will have 90 days after termination of the Agreement to repay the loan. On October 3, 2018, we declared a stock dividend on our outstanding Common Stock for stockholders of record date to be determined (the “Record Date”). As a result, all stockholders on the Record Date will receive twenty new shares of Common Stock for each share of Common Stock owned by them as of that date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2018 | |
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 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 (51%); Hema Diagnostics Systems Panama S.A.; Rapid Medical Diagnostics Corporation; NuGenerex Distribution Solutions, LLC; Grainland Pharmacy Inc.; Empire State Pharmacy Inc; NuGenerex Medical Marketing. |
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 as discussed in Note 3. 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. |
Revenue Recognition | Revenue Recognition 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. 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. |
Intangible Assets | Intangible Assets 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 also acquired licenses to operate pharmacies which were recorded at cost. They are evaluated annually for possible impairment. Management determined that as of July 31, 2018, the IPR&D and licenses are not 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 consolidated 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 Income (Loss) per Common Share | Net Income (Loss) per Common Share Net earnings per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. 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. Diluted earnings per share is calculated using the treasury stock method. |
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. Revenue and expense 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 reporting currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the consolidated 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 receivable, accounts payable and accrued expenses, call option, warrants to be issued, notes payable and loans from related parties. All of these items, except of the call option and warrants to be issued, were determined to be Level 1 fair value measurements. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, notes payable and the loans from related parties approximate their respective fair values because of the short maturities of these instruments. The call option and warrants to be issued, were determined to be Level 2 fair value measurements. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated 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. 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. The Company does not expect this guidance to have a significant impact on how it recognizes revenue and related expenses. The Company evaluated the impact of this update on its consolidated financial statement disclosures and does not expect there to be a significant impact. 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 evaluated 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 adoption is not expected to have a material impact on the 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. The Company evaluated the impact that this standard will have on its consolidated financial statements and does not expect thee to be a significant impact. 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 In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | July 31, 2018 2017 Equipment $ 113,846 $ 82,602 Leasehold Improvements 61,946 40,445 Furniture and Fixtures 1,402 1,402 Less: Accumulated depreciation (145,658 ) (123,876 ) Property and Equipment, net $ 31,536 $ 573 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Costs and accumulated amortization of patents | Patents, net as of August 1, 2017 $— Net patents acquired during acquisition of HDS 27,221 Less: Amortization expense (1,370 ) Patents, net as of July 31, 2017 $ 25,851 Weighted average life 9 years Less: Amortization expense (2,571 ) Patents, net as of July 31, 2018 $ 23,280 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Deferred income taxes | July 31, 2018 2017 Net operating loss carryforwards $ 59,296,530 $ 88,428,273 Other temporary differences (102,273 ) 4,132,264 Intangible assets 2,518,572 — Total Deferred Tax Assets 61,712,829 ) 92,560,537 Valuation Allowance (61,712,829 ) (92,560,537 ) Deferred Tax Liabilities Intangible assets (—) (—) Other temporary differences — — Total Deferred Tax Liabilities — — Net Deferred Income Taxes $ — $ — |
Reconciliation of effective tax rate | July 31, 2018 2017 Federal statutory rate (26.5 )% (34.0 )% Increase (decrease) in income taxes resulting from: Imputed interest income on intercompany receivables from foreign subsidiaries — — Non-deductible or non-taxable items 28.5 27 Other temporary differences .9 (1 ) Tax rate change (88.7 ) — Change in valuation allowance 85.8 8 Effective tax rate — % — % |
Net (Loss) _ Income Per Share_2
Net (Loss) / Income Per Share (“EPS”) (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Computation of diluted EPS | Year Ended July 31, Year Ended July 31, 2018 2017 Weighted average number of common shares outstanding - Basic 1,068,100 987,288 Potentially dilutive common stock equivalents 1,523,028 — Weighted average number of common and equivalent shares outstanding-Diluted 2,591,129 987,288 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Jul. 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) | 12 Months Ended |
Jul. 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, 2016 19,639 30.00 Forfeited or expired (1,544 ) 1.00 Outstanding - July 31, 2017 18,095 $ 31.02 Granted — — Forfeited or expired (7,037 ) (5.56 ) Exercised — — Outstanding - July 31, 2018 11,058 $ 30.63 |
Information on stock options outstanding | Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at July 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 1.00 10,208 $ 1.00 .25 $ 10,719 $ 640.00 850 $ 640.00 1.61 — 11,058 $ 10,719 |
Acquisition of Hema Diagnosti_2
Acquisition of Hema Diagnostics Systems, LLC (Tables) | 12 Months Ended |
Jul. 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 | July 31, 2018 July 31, 2017 Exercise price 2.50 2.50 Time to expiration 3.47 years 4.47 years Risk-free interest rate 2.77 % 1.84 % Estimated volatility 143.97 % 122.7 % Dividend — — Stock price at valuation date $ 2.05 $ 5.05 |
Fair Value Assumptions Used in Accounting for Call Options | July 31, 2018 July 31, 2017 Risk-free interest rate 2.44 % 1.34 % Estimated volatility 129.95 % 143.9 % Remaining Term 1.47 2.47 Stock price at valuation date $ 2.05 $ 5.05 |
Purchase price allocation of HDS | Cash and cash equivalents $ 12,363 Accounts receivable, net 980 Inventory, net 21,141 Other current assets 91,474 Property and equipment, net 4,249 Other assets, net 39,675 Accounts payable and accrued expenses (489,390 ) Loan to related parties (13,323,391 ) Net assets of HDS (13,642,899 ) Non-controlling interest (1,297,939 ) In-Process Research & Development 2,911,377 Goodwill 13,380,377 Total Purchase Price 51% Ownership $ 1,350,916 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 2018 2017 Identifiable Assets Canada $ 1,108,684 $ 2,881,326 United States 5,498,170 7,213,219 Total $ 6,606,854 $ 10,094,545 |
Acquisition of Pharmacies (Tabl
Acquisition of Pharmacies (Tables) | 12 Months Ended |
Jul. 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 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill and other intangible assets | Total Goodwill Other Intangibles, net Balance as of July 31, 2016 — — — Acquisition of HDS $ 16,291,754 13,380,377 $ 2,911,377 Impairment of goodwill (13,380,377 ) (13,380,377 ) — Balance as of July 31, 2017 $ 2,911,377 $ — $ 2,911,377 Licenses from pharmacy acquisition (Note 15) 276,380 276,380 Balance as of July 31, 2018 $ 3,187,757 $ — $ 3,187,757 |
Organization of Business and _2
Organization of Business and Going Concern (Details Narrative) | Mar. 14, 2017 | Jul. 31, 2018USD ($) | Jul. 31, 2017USD ($) | Jan. 18, 2017 |
Reverse stock split ratio | 0.001 | |||
Accumulated deficit | $ 410,000,000 | $ 446,000,000 | ||
Working capital deficiency | $ 24,000,000 | $ 21,000,000 | ||
Hema Diagnostic Systems, LLC | ||||
Majority interest | 51.00% |
Property and Equipment - Long L
Property and Equipment - Long Lived Assets (Details) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Less: Accumulated Depreciation | $ (145,658) | $ (123,876) |
Property and Equipment, Net | 31,536 | 573 |
Equipment | ||
Property, Plant and Equipment, Gross | 113,846 | 82,602 |
Leasehold Improvements | ||
Property, Plant and Equipment, Gross | 61,946 | 40,445 |
Furniture and Fixtures | ||
Property, Plant and Equipment, Gross | $ 1,402 | $ 1,402 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 21,782 | $ 3,675 |
Patents - Costs and accumulated
Patents - Costs and accumulated amortization of patents (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Accounting Policies [Abstract] | |||
Patents | $ 25,851 | ||
Net patents acquired during acquisition of HDS | $ 27,221 | ||
Less: Amortization expense | 2,571 | 1,370 | $ 1,370 |
Patents, Net | $ 23,280 | $ 25,851 | |
Weighted Average Life | 9 years |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Accounting Policies [Abstract] | |||
Amortization expense, patents | $ (2,571) | $ (1,370) | $ (1,370) |
Income Taxes - Deferred income
Income Taxes - Deferred income taxes (Details) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 59,296,530 | $ 88,428,273 |
Other temporary differences | (102,273) | 4,132,264 |
Intangible assets | 2,518,572 | |
Total Deferred Tax Assets | 61,712,829 | 92,560,537 |
Valuation Allowance | (61,712,829) | (92,560,537) |
Deferred Tax Liabilities | ||
Intangible assets | ||
Other temporary differences | ||
Total Deferred Tax Liabilities | ||
Net Deferred Income Taxes |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective tax rate (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (26.50%) | (34.00%) |
Increase (decrease) in income taxes resulting from: | ||
Imputed interest income on intercompany receivables from foreign subsidiaries | ||
Nondeductible or non-taxable items | 2850.00% | 2700.00% |
Other temporary differences | 90.00% | (100.00%) |
Tax rate change | $ (88.7) | |
Change in valuation allowance | 8960.00% | 800.00% |
Effective tax rate |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Pretax losses arising from domestic operations | $ 35,948,698 | $ (76,823,599) |
Pretax losses arising from foreign operations | (150,394) | $ (869,116) |
Generex Biotechnology Corporation | ||
NOL carryforwards, expiring through 2036 | 199,000,000 | |
Generex Pharmaceuticals, Inc | ||
NOL carryforwards, expiring through 2036 | 35,400,000 | |
Antigen Express, Inc | ||
NOL carryforwards, expiring through 2036 | $ 36,700,000 |
Loan from Related Parties (Deta
Loan from Related Parties (Details Narrative) - USD ($) | Apr. 27, 2017 | Jul. 31, 2017 | Apr. 17, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2018 | Jan. 16, 2017 |
Paid to Emmaus Life Sciences, Inc | $ 500,000 | ||||||
Conversion of debt into preferred stock | $ 658,622 | ||||||
Increase in loan payable | $ 126,101 | $ 1,171,021 | |||||
Series I Convertible Preferred Stock | |||||||
Shares issued upon conversion | 790 | ||||||
Moscato | |||||||
Unsecured advance | 75,820 | $ 75,820 | 250,000 | ||||
Moscato | Series I Convertible Preferred Stock | |||||||
Conversion of debt into preferred stock | $ 391 | ||||||
Salvo | |||||||
Unsecured advance | $ 82,803 | $ 82,803 | $ 250,000 | ||||
Salvo | Series I Convertible Preferred Stock | |||||||
Conversion of debt into preferred stock | $ 399 | ||||||
Hema Diagnostic Systems, LLC | |||||||
Interest rate | 0.75% | 0.75% | |||||
Outstanding balance | $ 13,738,140 | $ 13,864,241 | 13,738,140 | $ 13,864,241 | |||
Accrued interest | 191,869 | $ 191,869 | |||||
Increase in loan payable | $ 498,303 | $ 624,404 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) | 1 Months Ended |
May 31, 2016USD ($) | |
Notes to Financial Statements | |
Unsecured note | $ 50,000 |
Unsecured note interest per annum | 9.00% |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | |
Mar. 06, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Notes to Financial Statements | |||
Convertbile Note Issued | $ 674,855 | ||
Interest rate if note defaults | 15.00% | ||
Consideration received | $ 562,379 | ||
Cash received | 500,000 | ||
Cancellation of note | 50,000 | ||
Cancellation of accrued interest | 3,879 | ||
Cancellation of legal fees | $ 8,500 | ||
Conversion rate per share | $ 10 | ||
Debt discount | $ 120,976 | ||
Original issue discount | 112,476 | ||
Late fee | $ 75,000 | ||
Amortization of debt discount | $ 0 | $ 120,976 | |
Effective interest rate | 19.91% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 22, 2017 | Jul. 31, 2017 | Jan. 16, 2017 | Nov. 16, 2012 | Jul. 31, 2012 | Jul. 31, 2018 | 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. | ||||||
Rental payments, current year | $ 92,430 | ||||||
Rental Payment, 2020 | 82,469 | ||||||
Rental payment, 2021 | $ 9,306 | ||||||
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 | ||||||
Emmaus | |||||||
Consideration to acquire controlling interest of capital stock | $ 225,000,000 | ||||||
Cash | |||||||
Consideration to acquire controlling interest of capital stock | 10,000,000 | ||||||
Shares | |||||||
Consideration to acquire controlling interest of capital stock | $ 215,000,000 | ||||||
Deposit | |||||||
Payment to Emmaus | $ 4,000,000 |
Net (Loss) _ Income Per Share_3
Net (Loss) / Income Per Share (“EPS”) - Computation of diluted EPS (Details) - shares | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Accounting Policies [Abstract] | ||
Weighted average number of common shares outstanding - Basic | 1,068,100 | 987,288 |
Potentially dilutive common stock equivalents | 1,523,028 | |
Weighted average number of common and equivalent shares outstanding-Diluted | 2,591,129 | 987,288 |
Net (Loss)_ Income Per Share (_
Net (Loss)/ Income Per Share (“EPS”) (Details Narrative) | 12 Months Ended |
Jul. 31, 2018shares | |
Accounting Policies [Abstract] | |
Weighted average number of common stock equivalents not included in diluted income per share | 850 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Exercised (Details) | 12 Months Ended |
Jul. 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. 27, 2017 | Apr. 17, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Mar. 27, 2017 | Feb. 28, 2017 | Feb. 09, 2017 | Jan. 31, 2017 | Jan. 18, 2017 | |||
Common stock issued | 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 | $ 2,168,951 | |||||||||||
Warrants expired | 65,896 | |||||||||||
Warrants exercised | $ 50,000 | |||||||||||
Warrants exercised, shares | 314,649 | |||||||||||
Warrants, exercise price | $ 15 | $ 15 | ||||||||||
Convertible preferred stock shares issued value | ||||||||||||
Conversion of stock, amount converted | $ 658,622 | |||||||||||
Net (loss) attributable to noncontrolling interests | (385,400) | (6,816,405) | ||||||||||
Investment in subsidiary by noncontrolling interest | 327,593 | |||||||||||
Net change in non-controlling interest | 57,807 | |||||||||||
Non-controlling interest | $ (5,576,272) | $ (5,518,465) | ||||||||||
Series F Convertible Preferred Stock | ||||||||||||
Common stock issued upon conversion of preferred stock | 97,108 | |||||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 40,769 | |||||||||||
Convertible preferred stock, shares authorized | 4,150 | 4,150 | ||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | ||||||||||
Convertible preferred stock, shares issued | 0 | 0 | ||||||||||
Convertible preferred stock shares issued value | [1] | |||||||||||
Conversion of stock, amount converted | $ 2,075 | |||||||||||
Series H Convertible Preferred Stock | ||||||||||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | ||||||||||
Convertible preferred stock, cumulative percentage of interest | 9.00% | |||||||||||
Convertible preferred stock, par value (in dollars per share) | $ .001 | $ 0.001 | $ 1,000 | |||||||||
Convertible preferred stock, shares issued | 3,000 | 3,000 | 3,000 | |||||||||
Convertible preferred stock shares issued value | $ 3 | [2] | $ 3 | [2] | $ 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.</p>" id="sjs-E31"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> | |||||||||||
Common shares attributable to conversion of preferred stock | 1,200,000 | |||||||||||
Series G Convertible Preferred Stock | ||||||||||||
Common stock issued upon conversion of preferred stock | 33,333 | |||||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 15,294 | |||||||||||
Convertible preferred stock, shares authorized | 1,000 | 1,000 | ||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | ||||||||||
Convertible preferred stock, shares issued | 0 | 0 | ||||||||||
Convertible preferred stock shares issued value | [3] | |||||||||||
Conversion of stock, amount converted | $ 500 | |||||||||||
Series I Convertible Preferred Stock | ||||||||||||
Common stock issued upon conversion of preferred stock | 790 | |||||||||||
Convertible preferred stock, shares authorized | 6,000 | 6,000 | ||||||||||
Convertible preferred stock, cumulative percentage of interest | 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 | [4] | $ 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>" id="sjs-E48"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> | |||||||||||
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 | ||||||||||
Remain To Be Issued | ||||||||||||
Common stock issued | 302,614 | |||||||||||
Warrant | ||||||||||||
Common stock issued | 103,809 | |||||||||||
Warrants Outstanding | 0 | |||||||||||
Warrants exercised, shares | 3,333 | |||||||||||
Warrants issued on cashless basis | 314,649 | |||||||||||
[1] | Series F 9% Convertible Preferred Stock, $1,000 par value; authorized 4,150 shares, -0- and -0- issued shares at July 31, 2018 and July 31, 2017, respectively | |||||||||||
[2] | Series H Convertible Preferred Stock, $.001 par value; authorized 109,000 shares, 3,000 and 3,000 issued shares at July 31, 2018 and July 31, 2017, respectively | |||||||||||
[3] | Series G 9% Convertible Preferred Stock, $1,000 par value; authorized 1,000 shares, -0- and -0- issued shares at July 31, 2018 and July 31, 2017, respectively | |||||||||||
[4] | Series I Convertible Preferred Stock, $.001 par value; authorized 6,000 shares, 790 and 790 issued shares at July 31, 2018 and July 31, 2017, respectively |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common stock options granted, forfeited or expired and exercised (Details) - $ / shares | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options Outstanding, Beginning | 18,095 | 18,095 | 19,639 |
Options Granted | |||
Options Forfeited or expired | (4,730) | (7,037) | (1,544) |
Options Exercised | |||
Options Outstanding, End | 18,095 | 18,095 | |
Weighted Average Exercise Price per Share, Beginning | $ 31.02 | $ 31.02 | $ 30 |
Weighted Average Exercise Price per Share, Granted | |||
Weighted Average Exercise Price per Share, Forfeited or expired | 1 | (5.56) | 1 |
Weighted Average Exercise Price per Share, Exercised | |||
Weighted Average Exercise Price per Share, End | $ 31.02 | $ 31.02 |
Stock-Based Compensation - Info
Stock-Based Compensation - Information on stock options outstanding (Details) - USD ($) | 12 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Options Outstanding | 18,095 | 18,095 | 19,639 | |
Weighted Average Exercise Price per Share | $ 31.02 | $ 31.02 | $ 30 | |
Options Aggregate Intrinsic Value | $ 10,719 | |||
Exercise Price 1 | ||||
Options Range of Exercise Price | $ 1 | |||
Options Range of Exercise Price | $ 1 | |||
Options Outstanding | 10,208 | |||
Weighted Average Exercise Price per Share | $ 1 | |||
Options Weighted Average Remaining Life (Years) | 3 months | |||
Options Aggregate Intrinsic Value | $ 11,058 | |||
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) | 1 year 7 months |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - $ / shares | 12 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Outstanding options | 18,095 | 18,095 | 19,639 | |
Market value | $ 2.05 | |||
Stock Options | ||||
Outstanding options | 11,058 | |||
Outstanding options, weighted average remaining contractual term | 2 months 11 days | |||
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 |
Acquisition of Hema Diagnosti_3
Acquisition of Hema Diagnostics Systems, LLC - Net purchase price of HDS (Details) - USD ($) | 6 Months Ended | |
Jan. 18, 2017 | Feb. 09, 2017 | |
Purchase price: | ||
Shares | 53,211 | 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 | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Exercise price | $ 2.50 | $ 2.50 |
Time to expiration | 3 years 5 months 19 days | 4 years 2 months 20 days |
Risk-free interest rate | 2.77% | 1.84% |
Estimated volatility | 143.97% | 122.70% |
Dividend | ||
Stock price at period end date | $ 2.05 | $ 5.05 |
Fair Value Assumptions Used i_2
Fair Value Assumptions Used in Accounting for Call Options (Details) - Call Option - $ / shares | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Risk-free interest rate | 2.44% | 1.34% |
Estimated volatility | 129.95% | 143.90% |
Remaining Term | 1 year 5 months 16 days | 2 years 2 months 20 days |
Stock price at valuation date | $ 2.05 | $ 5.05 |
Acquisition of Hema Diagnosti_4
Acquisition of Hema Diagnostics Systems, LLC - Purchase price allocation of HDS (Details) - USD ($) | 6 Months Ended | ||
Jan. 18, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | |
Business Combinations [Abstract] | |||
Cash and cash equivalents | $ 12,363 | ||
Accounts receivable, net | 980 | $ 33,555 | |
Inventory, net | 21,141 | ||
Other current assets | 91,474 | ||
Property and equipment, net | 4,249 | ||
Other assets, net | 39,675 | ||
Accounts payable and accrued expenses | (489,390) | ||
Loan to related parties | (13,323,391) | ||
Net assets of HDS | (13,642,899) | ||
Non-controlling interest | (1,297,939) | ||
In-Process Research & Development | 2,911,377 | ||
Goodwill | 13,380,377 | ||
Total Purchase Price | $ 1,350,916 |
Acquisition of Hema Diagnosti_5
Acquisition of Hema Diagnostics Systems, LLC (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jan. 18, 2017 | Apr. 30, 2017 | Jul. 31, 2018 | 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 | 53,211 | 103,809 | |||||
Limited liability company units receied | 300 | ||||||
Warrants to be issued | $ 24,962,507 | $ 66,060,026 | $ 24,962,507 | $ 66,060,026 | |||
Call Option | $ 13,431,706 | ||||||
Call option recorded as an asset | 2,168,211 | 4,237,829 | 2,168,211 | 4,237,829 | |||
Fair value of warrant | 66,060,026 | 66,060,026 | |||||
Changes in fair value of contingent purchase consideration | $ 4,573,493 | $ (49,537,836) | $ (49,537,836) | $ 39,027,901 | $ (61,822,197) | ||
Common stock to be issued | 230,000 | ||||||
Warrant issued to acquire stock | 15,000,000 | ||||||
Common stock, price per year | $ 2.50 | ||||||
Total consideration | $ 1,350,916 | ||||||
Intangible assets acquired | 2,911,377 | ||||||
Goodwill acquired | 14,300,000 | ||||||
Aggregate purchase price | $ 1 |
Segment Information (Details)
Segment Information (Details) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Identifiable Assets | $ 6,606,854 | $ 10,094,545 |
Canada | ||
Identifiable Assets | 1,108,684 | 2,881,326 |
United States | ||
Identifiable Assets | $ 5,498,170 | $ 7,213,219 |
Acquisition of Pharmacies - Pur
Acquisition of Pharmacies - Purchase price allocated as of acquisition date (Details) - USD ($) | Jul. 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% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in the carrying amount of goodwill and other intangible assets (Details) - USD ($) | 12 Months Ended | |||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jan. 18, 2017 | |
Balance, Goodwill | $ 14,300,000 | |||
Acquisition of HDS | $ 27,221 | |||
Impairment of goodwill | (13,380,377) | |||
Total | ||||
Balance, Goodwill | 3,187,757 | 2,911,377 | ||
Acquisition of HDS | 276,380 | $ 16,291,754 | ||
Impairment of goodwill | (13,380,377) | |||
Licenses from pharmacy acquisition (Note 9) | 276,380 | |||
Goodwill | ||||
Balance, Goodwill | ||||
Acquisition of HDS | 13,380,377 | |||
Impairment of goodwill | (13,380,377) | |||
Licenses from pharmacy acquisition (Note 9) | ||||
Other Intangibles, net | ||||
Balance, Goodwill | 3,187,757 | 2,911,377 | ||
Acquisition of HDS | $ 276,380 | 2,911,377 | ||
Impairment of goodwill | ||||
Licenses from pharmacy acquisition (Note 9) | $ 276,380 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Oct. 03, 2018 | |
Aggregate purchase price | $ 30,000,000 | |
Purchase terms | The aggregate purchase price for the Assets, is $30,000,000 including the Promissory Note. At the Second Closing, the Company will pay the principal of the Promissory Note plus interest to Veneto, (ii) $9,000,000 will be paid by the Company into a trust or other fiduciary account acceptable to Veneto to be used exclusively for satisfaction of certain contingent liabilities of Veneto and subsidiaries of Veneto not being acquired by the Company, (iii) $3,000,000 will be paid by the Company into an escrow account to secure potential obligations of Veneto in respect of the Second Closing date working capital and under the indemnification provisions of the Agreement and (iv) the balance will be payable directly to Veneto in cash. | |
Secured Promissory Note | ||
Note | $ 15,000,000 |