Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2018 | Dec. 21, 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 Emerging Growth Company | false | |
Trading Symbol | GNBT | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 60,290,575 |
Condensed Interim Consolidated
Condensed Interim Consolidated Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 | |
Current Assets: | |||
Cash and cash equivalents | $ 2,363,740 | $ 1,046,365 | |
Accounts receivable, net | 2,982,229 | 33,555 | |
Inventory, net | 838,696 | 12,075 | |
Other current assets | 193,194 | 96,251 | |
Total Current Assets | 6,377,859 | 1,188,246 | |
Property and equipment | 665,278 | 31,536 | |
Notes receivable | 1,387,763 | ||
Call option | 756,041 | 2,168,211 | |
Goodwill and Intangible asset | 12,133,830 | 3,187,757 | |
Patents, net | 22,633 | 23,280 | |
Other assets, net | 7,824 | 7,824 | |
TOTAL ASSETS | 21,351,228 | 6,606,854 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 13,229,881 | 11,044,774 | |
Notes Payable | 15,854,940 | 320,000 | |
Loans from related parties | 13,864,241 | 13,864,241 | |
Total Current Liabilities | 42,949,062 | 25,229,015 | |
Warrants to be issued | 4,005,240 | 24,962,507 | |
Total Liabilities | 46,954,302 | 50,191,522 | |
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | |||
Common stock, $.001 par value; authorized 750,000,000 and 750,000,000 shares at October 31, 2018 and July 31, 2018, respectively; 28,427,049 and 22,430,121 issued and outstanding at October 31, 2018 and July 31, 2018, respectively | 28,427 | 22,430 | |
Common stock payable | 251,617 | 2,168,951 | |
Additional paid-in capital | 370,402,796 | 368,388,265 | |
Accumulated deficit | (391,512,465) | (409,386,468) | |
Accumulated other comprehensive income | 800,048 | 798,422 | |
Non-controlling interest | (5,573,501) | (5,576,272) | |
Total Stockholders' Deficiency | (25,603,074) | (43,584,668) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 21,351,228 | $ 6,606,854 | |
Series H Convertible Preferred Stock | |||
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | [1] | 3 | |
Series I Convertible Preferred Stock | |||
Stockholders' Deficiency (Note 6): | |||
Convertible Preferred Stock | [2] | $ 1 | |
[1] | 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 | ||
[2] | 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 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Oct. 31, 2018 | Jul. 31, 2018 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 28,427,049 | 22,430,121 |
Common stock, shares outstanding | 28,427,049 | 22,430,121 |
Series H Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ .001 | $ .001 |
Convertible preferred stock, shares authorized | 109,000 | 109,000 |
Convertible preferred stock, shares issued | 63,000 | 63,000 |
Convertible preferred stock, shares outstanding | 63,000 | 63,000 |
Series I Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ .001 | $ .001 |
Convertible preferred stock, shares authorized | 6,000 | 6,000 |
Condensed Interim Consolidate_3
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue, net | $ 1,719,148 | $ 2,218 |
Cost of Goods Sold | 870,621 | |
Gross Profit | 848,527 | 2,218 |
Operating expenses | ||
Research and development | 180,067 | 237,782 |
General and administrative | 2,272,641 | 401,361 |
Total Operating Expenses | 2,452,708 | 639,143 |
Operating Loss | (1,604,181) | (636,925) |
Other Income/(Expense): | ||
Interest expense | (165,716) | (134,945) |
Interest income | 6,660 | |
Changes in fair value of contingent purchase consideration | 19,545,098 | 28,298,376 |
Other income, net | 3,886 | |
Net Income | 17,785,747 | 27,526,506 |
Net (loss) attributable to noncontrolling interests | (88,256) | (116,533) |
Net Income (Loss) Available to Common Stockholders | $ 17,874,003 | $ 27,643,039 |
Basic | $ 0.78 | $ 1.23 |
Diluted | $ 0.33 | $ 0.51 |
Basic | 22,806,777 | 22,430,121 |
Diluted | 54,699,198 | 54,518,520 |
Comprehensive Income (Loss): | ||
Net Income | $ 17,874,003 | $ 27,643,039 |
Change in foreign currency translation adjustments | 1,626 | 11,832 |
Comprehensive Income Available to Common Stockholders | $ 17,875,629 | $ 27,654,871 |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Sub Total | Noncontrolling Interest | Total |
Balance at Jul. 31, 2017 | $ 4 | $ 22,430 | $ 2,168,951 | $ 368,388,265 | $ (445,720,566) | $ 783,150 | $ (74,357,766) | $ (5,518,465) | $ (79,876,231) |
Balance (in shares) at Jul. 31, 2017 | 79,590 | 22,430,121 | |||||||
Net Income (loss) | 36,334,098 | 36,334,098 | (385,400) | 35,948,698 | |||||
Investment in subsidiary by noncontrolling interest | 327,593 | ||||||||
Currency translation adjustment | 15,272 | 15,272 | 15,272 | ||||||
Balance at Jul. 31, 2018 | $ 4 | $ 22,430 | 2,168,951 | 368,388,265 | (409,386,468) | 798,422 | (38,008,396) | (5,576,272) | (43,584,668) |
Balance (in shares) at Jul. 31, 2018 | 79,590 | 22,430,121 | |||||||
Net Income (loss) | 17,874,003 | 17,874,003 | (88,256) | 17,785,747 | |||||
Investment in subsidiary by noncontrolling interest | 91,027 | 91,027 | |||||||
Issuance of common stock payable | $ 5,997 | (1,917,334) | 1,911,337 | ||||||
Issuance of common stock payable, shares | 5,996,928 | ||||||||
Issuance of stock options | 103,194 | 103,194 | 103,194 | ||||||
Currency translation adjustment | 1,626 | 1,626 | 1,626 | ||||||
Balance at Oct. 31, 2018 | $ 4 | $ 28,427 | $ 251,617 | $ 370,402,796 | $ (391,512,465) | $ 800,048 | $ (20,029,573) | $ (5,573,501) | $ (25,603,074) |
Balance (in shares) at Oct. 31, 2018 | 79,590 | 28,427,049 |
Condensed Interim Consolidate_5
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income | $ 17,785,747 | $ 27,526,506 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 25,664 | 1,220 |
Issuance of stock options as compensation | 103,194 | |
Changes in fair value of contingent purchase consideration | (19,545,097) | (28,298,376) |
Changes in operating assets and liabilities | ||
Accounts receivable | 721 | (175) |
Inventory | 242,235 | (2,011) |
Accounts payable and accrued expenses | 1,006,344 | 317,979 |
Other current assets | 24,605 | (271,392) |
Net Cash Used in Operating Activities | (356,587) | (726,249) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (6,168) | |
Cash received in acquisition of a business | 1,052,538 | |
Net cash used in investing activities | 1,046,369 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan proceeds from related party | 171,719 | |
Proceeds from note payable | 534,940 | |
Investment in subsidiary by noncontrolling interest | 91,027 | |
Net Cash Provided by Financing Activities | 625,967 | 171,719 |
Effects of currency translation on cash and cash equivalents | 1,626 | 11,832 |
Net increase (decrease) in Cash and Cash Equivalents | 1,317,375 | (542,698) |
Cash and Cash Equivalents, Beginning of Period | 1,046,365 | 2,879,165 |
Cash and Cash Equivalents, End of Period | 2,363,740 | 2,336,467 |
Supplemental Disclosure of Cash Flow Information | ||
Notes payable issued for acquisition of a business | $ 15,000,000 |
Organization of Business and Go
Organization of Business and Going Concern | 3 Months Ended |
Oct. 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 October 3, 2018, the Company entered into an Asset Purchase Agreement with Veneto Holdings, L.L.C. (“Veneto”) to purchase certain assets of Veneto and its subsidiaries. The Agreement bifurcated the closing. On October 3, 2018 (the “First Closing”), the Company purchased substantially all the operating assets of Veneto including (a)system of dispensing pharmacies , (b) one central adjudicating pharmacy, (c) a wholesale pharmaceutical purchasing company, and (d) an in-network laboratory in exchange for a secured promissory note in the principal amount of $15,000,000. Going Concern The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company has experienced negative cash flows from operations since inception and has an accumulated deficit of approximately $392 million and a working capital deficiency of approximately $37 million at October 31, 2018. The Company has funded its activities to date almost exclusively from debt and equity financings. The Company will continue to require substantial funds to implement its new investment acquisition plans. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt instruments. Management is also actively pursuing financial and strategic alternatives, including strategic investments and divestitures, industry collaboration activities and strategic partners. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the balance sheet date. There are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. The unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies: Revenue Recognition Revenue from the provision of pharmacy services is recognized when the prescription is dispensed (picked up by the patient or shipped to the patient using common carrier or delivered by the pharmacies own personnel). At the time of dispensing each pharmacy has a contract with the insurance payor (item (i)); the insurance payor has accepted the claim for reimbursement from the pharmacy and informed the pharmacy how much will be paid for the prescription (item (iii)); the insurance payor is now legally obligated to make payment on the accepted claim within a given period proscribed by statute (item (iv)); and, the prescription has been taken from the pharmacy inventory, placed into an individually labeled container specific to the patient, and the patient is able to take possession of the prescription (item (ii)). Shipment to or pick up by the patient is the first time that all criteria for revenue recognition have been met. Revenue from the provision of laboratory services is recognized upon the completion of accessions (the requested laboratory test has been performed and the report has been issued to the requesting physician). After the test has been performed and reported, the insurance company and/or patient has an obligation to pay for medically necessary laboratory tests (items (i) and (ii)). Unlike the pharmacy services model, laboratory services are provided prior to insurance company approval; as a result, the seller’s price to buyer is not known until payment is provided (items (iii) and (iv). Based on historical collections, the Company estimates the expected revenues associated with similar tests and recognizes the revenue when testing results have been provided. Provisions for estimated sales returns and uncollectible accounts are recorded in the period in which the related sales are recognized based on historical and anticipated rates. The Company determines whether it is the principal or agent for its retail pharmacy contract services on a contract by contract basis. In the majority of its contracts, the Company has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications, and (v) having credit risk. The Company’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Company is contractually required to pay the third party pharmacies in its retail pharmacy network for products sold, regardless of whether the Company is paid by its clients. The Company’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate, and approving the prescription for dispensing. Although the Company does not have credit risk with respect to Retail Co-Payments or inventory risk related to retail network claims, management believes that all of the other applicable indicators of gross revenue reporting are present. For contracts under which the Company acts as an agent, revenue is recognized using the net method. Cost of Goods Sold Inventories Property and Equipment Leasehold improvements The shorter of the expected useful life of the improvement or the lease term Computers and technological assets 3-5 years Machinery and equipment 5 years Furniture and fixtures 7 years Assets acquired through finance lease arrangements or long-term rental arrangements that transfer substantially all the risks and rewards associated with ownership of the asset to the Company (as lessee) are capitalized. Adoption of New Accounting Standards 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 guidance was adopted as of August 1, 2018. The Company performed a cumulative adjustment and found that the adoption did not have a material effect on the Company’s consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities 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. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU 2017-01, “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. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. 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 guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment 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 |
Loans from Related Parties
Loans from Related Parties | 3 Months Ended |
Oct. 31, 2018 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Loan from Related Party | Note 3 - Loans from Related Parties 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 8), the outstanding principal balance was $13,239,837 and total accrued interest of $191,869. This loan is subject to a call option (Note 8) which, if exercised, the principal and accrued interest through January 18, 2017 would be eliminated. The loan principal increased by $624,404 from January 19, 2017 through July 31, 2018 and did not change from July 31, 2018 to October 31, 2018. As of October 31, 2018, the outstanding principal balance was $13,864,241. Subsequent to period end the call option was exercised and the outstanding principal balance was eliminated (Note 13). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 - Commitments and Contingencies: Pending Litigation The Company is a defendant in one legal proceeding relating to alleged breach of contract and claims against certain of the Company’s original buccal delivery patents. The Company is also a defendant in two legal proceedings brought by a former executive officer and her affiliate. These legal proceedings have been reported in the Company’s prior periodic reports. No activity has occurred in these cases in several years, and the Company now considers them 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 unaudited condensed interim consolidated 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: $69,022 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”) | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Net Income (Loss) Per Share (EPS) | Note 5 - Net 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. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 17,850 for the three months ended October 31, 2018. Three Months Ended October 31, Three Months Ended October 31, 2018 2017 Weighted average number of common shares outstanding - Basic 22,806,777 22,430,121 Potentially dilutive common stock equivalents 31,892,421 32,088,399 Weighted average number of common and equivalent shares outstanding-Diluted 54,699,198 54,518,520 |
Stockholders' Deficiency
Stockholders' Deficiency | 3 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficiency | Note 6 - Stockholders’ Deficiency: Common Stock All shares presented are adjusted according to the stock dividend recorded subsequent to the period end (Note 13). On January 18, 2017, the Company issued 1,117,431 shares of common stock for the acquisition of 51% of HDS and is obligated to issue 4,830,000 shares of common stock upon the conclusion of the Company’s reverse stock split. On October 26, 2018, 4,830,000 shares were issued. During January 2017, the Company issued 168,000 shares of common stock for the conversion of 120 shares of Series F convertible preferred stock, plus 88,935 shares for the related make-whole payments issued to convert the accumulated dividend payable. During January 2017, the Company issued 210,000 shares of common stock for the conversion of 150 shares of Series G convertible preferred stock, plus 98,448 shares for the related make-whole payments issued to convert the accumulated dividend payable. During February 2017, the Company issued 489,993 shares of common stock for the conversion of 350 shares of Series G convertible preferred stock, plus 222,726 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 $0.35 per share from $0.71 per share. The Company agreed to issue a total of 2,179,989 shares of common stock in connection with the exercise of 6,607,629 warrants in connection with the following outstanding warrants: Warrants Exercised Shares Agreed to be Issued Series C 9% Convertible Preferred Stock 210,000 69,279 Series D 9% Convertible Preferred Stock 349,629 115,332 Series E 9% Convertible Preferred Stock 2,513,007 829,101 Series F 9% Convertible Preferred Stock 2,904,993 958,419 Series G 9% Convertible Preferred Stock 630,000 207,858 6,607,629 2,179,989 On October 22, 2018, 1,166,928 common stock payable was issued. As at October 31, 2018, 357,966 shares remain to be issued resulting in common stock payable $251,617. 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 $1000 per share and authorized 6,000 shares of designated non-voting Series I Convertible Preferred Stock with a stated value of $47.61 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 $.12 per share. An aggregate of 966,000,000 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 63,000 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 was repaid to the Company in July 2017 upon termination of the Emmaus LOI. As of October 31, 2018, an aggregate of 25,200,000 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 8,211 shares of Series I Convertible Preferred Stock. Salvo converted $399,363 (including $66,560 original issue discount) into 8,379 shares of Series I Convertible Preferred Stock. Noncontrolling Interest During the three months ended in October 31, 2018, there was a net loss attributable to the non-controlling interest (49%) in HDS of $88,256 and contributions made of $91,027. As of October 31, 2018, and July 31, 2018, the non-controlling interest in HDS was $5,573,501 and $5,576,272, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 7- Stock-Based Compensation Stock Option Plans As of October 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 2,835,000 shares of common stock are reserved for issuance under the 2006 Stock Plan as amended (the 2006 Plan) and 5,040,000,000 shares of common stock reserved for issuance under the 2017 Stock Option Plan (the 2017 Plan). At October 31, 2018, there were 1,354,185 and 5,037,270,000 shares of common stock reserved for future awards under the 2006 Plan and 2017 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 2006 and 2017 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, 2018 232,218 $ 1.46 Granted 2,730,000 0.11 Forfeited or expired (214,638 ) (0.05 ) Exercised — — Outstanding - October 31, 2018 2,747,580 $ 0.28 The 2,747,850 outstanding options at October 31, 2018 had a weighted average remaining contractual term of 9.88 years. There were 927,850 vested common stock options under the Plan for the period ended October 31, 2018. As of October 31, 2018, the Company had $182,573 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. The Company granted 2,730,000 options during the three months ended October 31, 2018 and none during the year ended July 31, 2018. . The Company did not grant any options during the three months ended October 31, 2017 The Company estimated the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models requires the Company to make predictive assumptions regarding future stock price volatility, recipient exercise behavior, and dividend yield. The Company estimated the future stock price volatility using the historical volatility over the expected term of the option. The following assumptions were used in the Black-Scholes option-pricing model: October 31, 2018 Exercise price 0.106 Time to expiration 10 years Risk-free interest rate 3.15 % Estimated volatility 151.3 % Dividend — Stock price at valuation date $ 0.106 The following table summarizes information on stock options outstanding at October 31, 2018: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at October 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 0.11 2,730,000 $ 0.11 9.93 $ 1,119,400 $ 30.48 17,850 $ 30.48 1.35 — 2,747,850 5.95 9.88 $ 1,119,400 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on October 31, 2018. The market values as of October 31, 2018 was $0.47 based on the closing bid price for October 31, 2018. |
Acquisition of Hema Diagnostics
Acquisition of Hema Diagnostics Systems, LLC | 3 Months Ended |
Oct. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Hema Diagnostics Systems, LLC | Note 8 - Acquisition of Hema Diagnostics Systems, LLC: On January 18, 2017, the Company acquired a 51% interest in Hema Diagnostic Systems, LLC (“HDS”), pursuant to the Acquisition Agreement. At closing, the Company acquired 4,950 of HDS’s 10,000 previously outstanding limited liability company units in exchange for 1,117,011 shares of Generex common stock valued at $253,721, plus 420 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 was required to issue a further 4,830,000 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 October 31, 2018, no shares or warrants relating to this acquisition have been issued. Subsequent to period end, the call option was exercised and the Company acquired the remaining 49% of HDS (Note 13). 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 $ .23 1,117,011 $ 253,721 Common Stock after closing $ .23 420 95 Common Stock post reverse stock split $ .23 4,830,000 1,097,100 Total purchase price 5,947,431 $ 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. During the fiscal year 2018, there was an increase in authorized shares, but the warrants were not issued until subsequent to period end. Per an agreement with warrant holder, such warrants were not subject to the stock dividend and no adjustment to the exercise price (Note 13). 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. As of October 31, 2018, the fair value of the warrants was $4,005,240 and Call Option was $756,041. The change in the fair value of the contingent purchase consideration of $19,545,098 was recorded in the consolidated statements of operations and comprehensive income for the three months ending October 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 October 31, 2018. The Black-Scholes option-pricing model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. The key inputs used in the fair value calculations were as follows: October 31, 2018 July 31, 2018 Exercise price 2.50 2.50 Time to expiration 3.26 years 3.47 years Risk-free interest rate 3.15 % 2.77 % Estimated volatility 135.07 % 143.97 % Dividend — — Stock price at valuation date $ 0.47 $ 0.1 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 three months ended October 31, 2018 and year ended July 31, 2018. The valuations are based on assumptions as of the valuation date with regard to the value of the asset acquired net of impairment, the risk-free interest rate, the estimated volatility of the stock price in the future, the time to expiration and the stock price at the date of valuation. The following assumptions were used in estimating the value of the Call Option: October 31, 2018 July 31, 2018 Risk-free interest rate 2.49 % 2.44 % Estimated volatility 128.52 % 129.95 % Remaining Term 1.22 years 1.47 years Stock price at valuation date $ 0.4975 $ 0.0976 |
Acquisition of Pharmacies and N
Acquisition of Pharmacies and New Formation | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Acquisition of Pharmacies | Note 9 - 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 | 3 Months Ended |
Oct. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 10 – Goodwill and Intangible Assets The change in the carrying amount of goodwill and other intangible assets for the year ended July 31, 2018 and three-month period ended October 31, 2018, is as follows: Total Goodwill Other Intangibles, net Balance as of July 31, 2018 $ 3,187,757 $ — $ 3,187,757 8,946,073 8,883,982 62,091 Balance as of October 31, 2018 $ 12,133,830 $ 8,883,982 $ 3,249,848 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, 2018. |
Veneto Acquisition
Veneto Acquisition | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Veneto Acquisition | Note 11 – Veneto Acquisition: 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. 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 $35,000,000 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 also entered into a temporary fee-for-service arrangement with Veneto and one of its subsidiaries for Veneto to provide management, 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. As the First Closing, the Promissory Note issued to Veneto in the original principal amount of $15,000,000 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 the Company’s assets other than the First Closing Assets was subsequently cancelled upon the issuance of the a new promissory note on the Second Closing in the principal amount of $35,000,000 with an annual of 12.0% and guaranteed by Generex and Joseph Moscato. There was $62,500 of accrued interest on the $15,000,000 note in the three months ended October 31, 2018. (See Subsequent Event Note 13) “First Closing” completed on October 3, 2018 “Second Closing” completed on November 1, 2018 Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,935,078 — 1,935,078 Inventory, net 1,068,856 — 1,068,856 Prepaid expenses 95,803 — 95,803 Property and equipment, net 652,590 — 652,590 Other receivables 1,014,316 — 1,014,316 Notes receivable - LT 1,387,763 — 1,387,763 Other assets, net 61,348 — 61,348 Intangible assets, net — 7,110,000 7,110,000 Total assets acquired 8,625,905 7,110,000 15,735,905 Total current liabilities 2,509,887 — 2,509,887 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,509,887 3,403,948 5,913,835 Net identifiable assets acquired 6,116,018 3,706,052 9,822,070 Goodwill 8,883,982 16,293,948 25,177,930 Total consideration transferred $ 15,000,000 $ 20,000,000 $ 35,000,000 19 Fair Value of the Veneto Acquisition The following table summarizes the allocation of the preliminary purchase price as of the Veneto acquisition as of the First Closing and the Second Closing: The significant intangible assets identified in the purchase price allocation discussed above include developed software and technology, referral base (recurring revenue from the MSO investments and their use of Company owned pharmacies) and non-compete agreements with continued employment of key employees. Tradenames and trademarks were not valued as tradenames and trademarks will not be maintained going forward. To value the developed software and technology, the Company utilized the relief from royalty method, a form of the income approach to value the developed software and technology which assumes a limited technology life and market share adjusted by assumed obsolescence with a terminal value. The referral base was valued using a multi-period excess earnings method, a form of the income approach. The Company utilized the with and withhout method, a form of the income approach to value non-compete agreements with Generex. The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets are as follows: Preliminary Fair Value Average Estimated Life Amortization for Year Ended July 31, 2018 Developed Software/Technology $ 780,000 5 $ 156,000 Referral Base 3,920,000 15 261,333 Non-compete agreements 2,410,000 3 803,333 $ 7,110,000 $ 1,220,667 Intangible assets are generally amortized on a straight-line basis over the useful lives of the assets. Goodwill represents the excess of the purchase price over the fair market value of net assets acquired. Goodwill for Veneto Acquisition was $8.9 million as of the date of the First Closing and $16.3 million as of the date of the Second Closing. |
Notes Payable
Notes Payable | 3 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 12 – Notes Payable On October 26, 2018, Generex entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell and sold its Note Due October 26, 2019 (“Note”) in the principal amount of $682,000 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the unaudited condensed interim consolidated financial statements were issued. On November 5, 2018, Generex issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the record and payment dates for the common stock dividend on its shares of common stock, par value $.001 per share, at a ratio of 20 for 1. Prior to payment of Generex’s 20 for 1 common stock dividend, on November 30, 2018, Joseph Moscato, the Company’s President and Chief Executive Officer, and Lawrence Salvo, a member of the Company’s Board of Directors, converted all shares of the Company’ Series I Convertible Preferred Stock owned by them. Mr. Moscato received 3,276,000 shares of the Company’s Common Stock upon conversion. Mr. Salvo received 3,354,645 shares of the Company’s Common Stock upon conversion. On November 20, 2018, the Company’s wholly owned subsidiary, Antigen Express, Inc. (“Antigen”) entered into a Clinical Trial Agreement with NSABP Foundation, Inc. (“NSABP”). Pursuant to the Clinical Trial Agreement, NSABP will conduct a Phase II Study to evaluate efficacy of administering Merck Sharpe & Dhome’s (‘Merck”) Keytruda® (pembrolizumab) in combination with Antigen’s AE37 cancer vaccine for the treatment of metastatic triple negative breast cancer. While Merck is not a party to the Clinical Trail Agreement, Merck is expected to provide Keytruda® for the study pursuant to the Clinical Trial Collaboration and Supply Agreement between Antigen and Merck. An initial payment from Generex in the amount of $340,000 is due by December 20, 2018. If the study runs the full anticipated term, Generex will be responsible for an aggregate $2,118,461. On November 25, 2018, Generex entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell and sold its Note Due November 26, 2019 (“Note”) in the principal amount of $1,060,000. The purchase price of the Note was $1,000,000. The remaining $60,000 of principal amount represents original issue discount. The Note does not bear any stated interest in addition to the original issue discount. On November 27, 2018, Generex Biotechnology Corporation (the “Company”) and Olaregen Therapeutix Inc. (“Olaregen”) entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Olaregen for a total consideration of twelve million dollars ($12,000,000) in accordance with the terms and conditions of the LOI (the "Proposed Acquisition"). On November 28, 2018, Generex Biotechnology Corporation (the “Company”) and Regentys Corporation. (“Regentys”) entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of fifteen million dollars ($15,000,000) in accordance with the terms and conditions of the LOI (the "Proposed Acquisition"). On December 1, 2018, after payment of the dividend, B-H Sanford, LLC, converted all shares of the Company’ Series H Convertible Preferred Stock owned by it into 25,200,000 shares of common stock. On December 1, 2018, the Company issued to Stephen L. Berkman a Warrant exercisable for 15,000,000 shares of common stock. The Warrant is exercisable until December 1, 2019 at an exercise price of $2.50 per share. The Warrant contains a provision prohibiting the exercise of the Warrant to the extent that, after exercise, Mr. Berkman would own more than 9.99% of the Company’s common stock. The Warrant was issued pursuant to the January 18, 2017 Acquisition Agreement among the Company, Hema Diagnostic Systems, LLC (“HDS”), Stephen L. Berkman and the other equity owners of HDS. Despite the warrants being issued after the effective date of the 20 for 1 stock dividend, per an agreement with warrant holder, such warrants were not subject to the stock dividend and no adjustment was made to the exercise price. On December 1, 2018, the Company and Mr. Berkman entered into an Agreement, Assignment and Release, pursuant to which Mr. Berkman transferred the remaining HDS equity interests to the Company, waiving and releasing any conditions to such transfer. HDS is now a wholly owned subsidiary of the Company. The Company and Mr. Berkman released $624,404 owed to him by the Company and $13,431,706 owed to him by HDS, as of October 31, 2018, in exchange for shares of the Company’s common stock valued at the aggregate of such amount using the closing price for the common stock on November 30, 2018. The pre-stock dividend closing price was $18.99, resulting in 32,881 shares issuable to Mr. Berkman. On December 2, 2018, an arbitrator awarded Three Brothers Trading LLC, d/b/a Alternative Execution Group (“AEXG”) an aggregate of $315,695 in damages, costs and fees as well as warrants exercisable for 84,000 shares of Generex Common Stock at an exercise price of $2.50 per share. The awards were made pursuant to claims under a Memorandum of Understanding (“MOU”) between Generex and AEXG related to AEXG referring potential financing candidate to Generex. AEXG has filed a petition to enforce the arbitrator’s award in the United States District Court for the Southern District of New York. The petition includes a demand of $3,300,360 as the value of the Warrants, The Arbitrator did not award the cash value of the warrants. The Company denies that AEXG is entitled to the cash value of the warrants and that the amount claimed is the cash value of the warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Cost of Goods Sold | Cost of Goods Sold |
Inventory | Inventories |
Property and Equipment | Property and Equipment Leasehold improvements The shorter of the expected useful life of the improvement or the lease term Computers and technological assets 3-5 years Machinery and equipment 5 years Furniture and fixtures 7 years Assets acquired through finance lease arrangements or long-term rental arrangements that transfer substantially all the risks and rewards associated with ownership of the asset to the Company (as lessee) are capitalized. |
Revenue Recognition | Revenue Recognition Revenue from the provision of pharmacy services is recognized when the prescription is dispensed (picked up by the patient or shipped to the patient using common carrier or delivered by the pharmacies own personnel). At the time of dispensing each pharmacy has a contract with the insurance payor (item (i)); the insurance payor has accepted the claim for reimbursement from the pharmacy and informed the pharmacy how much will be paid for the prescription (item (iii)); the insurance payor is now legally obligated to make payment on the accepted claim within a given period proscribed by statute (item (iv)); and, the prescription has been taken from the pharmacy inventory, placed into an individually labeled container specific to the patient, and the patient is able to take possession of the prescription (item (ii)). Shipment to or pick up by the patient is the first time that all criteria for revenue recognition have been met. Revenue from the provision of laboratory services is recognized upon the completion of accessions (the requested laboratory test has been performed and the report has been issued to the requesting physician). After the test has been performed and reported, the insurance company and/or patient has an obligation to pay for medically necessary laboratory tests (items (i) and (ii)). Unlike the pharmacy services model, laboratory services are provided prior to insurance company approval; as a result, the seller’s price to buyer is not known until payment is provided (items (iii) and (iv). Based on historical collections, the Company estimates the expected revenues associated with similar tests and recognizes the revenue when testing results have been provided. Provisions for estimated sales returns and uncollectible accounts are recorded in the period in which the related sales are recognized based on historical and anticipated rates. The Company determines whether it is the principal or agent for its retail pharmacy contract services on a contract by contract basis. In the majority of its contracts, the Company has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications, and (v) having credit risk. The Company’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Company is contractually required to pay the third party pharmacies in its retail pharmacy network for products sold, regardless of whether the Company is paid by its clients. The Company’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate, and approving the prescription for dispensing. Although the Company does not have credit risk with respect to Retail Co-Payments or inventory risk related to retail network claims, management believes that all of the other applicable indicators of gross revenue reporting are present. For contracts under which the Company acts as an agent, revenue is recognized using the net method. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards 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 guidance was adopted as of August 1, 2018. The Company performed a cumulative adjustment and found that the adoption did not have a material effect on the Company’s consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities 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. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU 2017-01, “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. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. 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 guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. |
Effects of Recent Accounting Pronouncements | Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment 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 |
Net (Loss) _ Income Per Share_2
Net (Loss) / Income Per Share (“EPS”) (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Computation of diluted EPS | Three Months Ended October 31, Three Months Ended October 31, 2018 2017 Weighted average number of common shares outstanding - Basic 22,806,777 22,430,121 Potentially dilutive common stock equivalents 31,892,421 32,088,399 Weighted average number of common and equivalent shares outstanding-Diluted 54,699,198 54,518,520 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Schedule of warrants exercised | Warrants Exercised Shares Agreed to be Issued Series C 9% Convertible Preferred Stock 210,000 69,279 Series D 9% Convertible Preferred Stock 349,629 115,332 Series E 9% Convertible Preferred Stock 2,513,007 829,101 Series F 9% Convertible Preferred Stock 2,904,993 958,419 Series G 9% Convertible Preferred Stock 630,000 207,858 6,607,629 2,179,989 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 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, 2018 232,218 $ 1.46 Granted 2,730,000 0.11 Forfeited or expired (214,638 ) (0.05 ) Exercised — — Outstanding - October 31, 2018 2,747,580 $ 0.28 |
Fair value assumptions used in Black-Scholes option-pricing | October 31, 2018 Exercise price 0.106 Time to expiration 10 years Risk-free interest rate 3.15 % Estimated volatility 151.3 % Dividend — Stock price at valuation date $ 0.106 |
Information on stock options outstanding | Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at October 31, 2018 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 0.11 2,730,000 $ 0.11 9.93 $ 1,119,400 $ 30.48 17,850 $ 30.48 1.35 — 2,747,850 5.95 9.88 $ 1,119,400 |
Acquisition of Hema Diagnosti_2
Acquisition of Hema Diagnostics Systems, LLC (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Business Combinations [Abstract] | |
Net purchase price of HDS | Stock Price at Closing Shares Fair Value Purchase price: Common Stock at closing $ .23 1,117,011 $ 253,721 Common Stock after closing $ .23 420 95 Common Stock post reverse stock split $ .23 4,830,000 1,097,100 Total purchase price 5,947,431 $ 1,350,916 |
Fair Value Assumptions Used in Accounting for Warrants | October 31, 2018 July 31, 2018 Exercise price 2.50 2.50 Time to expiration 3.26 years 3.47 years Risk-free interest rate 3.15 % 2.77 % Estimated volatility 135.07 % 143.97 % Dividend — — Stock price at valuation date $ 0.47 $ 0.1 |
Fair Value Assumptions Used in Accounting for Call Options | October 31, 2018 July 31, 2018 Risk-free interest rate 2.49 % 2.44 % Estimated volatility 128.52 % 129.95 % Remaining Term 1.22 years 1.47 years Stock price at valuation date $ 0.4975 $ 0.0976 |
Acquisition of Pharmacies and_2
Acquisition of Pharmacies and New Formation (Tables) | 3 Months Ended |
Oct. 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) | 3 Months Ended |
Oct. 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, 2018 $ 3,187,757 $ — $ 3,187,757 8,946,073 8,883,982 62,091 Balance as of October 31, 2018 $ 12,133,830 $ 8,883,982 $ 3,249,848 |
Veneto Acquisition (Tables)
Veneto Acquisition (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Summary of Acquisition | “First Closing” completed on October 3, 2018 “Second Closing” completed on November 1, 2018 Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,935,078 — 1,935,078 Inventory, net 1,068,856 — 1,068,856 Prepaid expenses 95,803 — 95,803 Property and equipment, net 652,590 — 652,590 Other receivables 1,014,316 — 1,014,316 Notes receivable - LT 1,387,763 — 1,387,763 Other assets, net 61,348 — 61,348 Intangible assets, net — 7,110,000 7,110,000 Total assets acquired 8,625,905 7,110,000 15,735,905 Total current liabilities 2,509,887 — 2,509,887 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,509,887 3,403,948 5,913,835 Net identifiable assets acquired 6,116,018 3,706,052 9,822,070 Goodwill 8,883,982 16,293,948 25,177,930 Total consideration transferred $ 15,000,000 $ 20,000,000 $ 35,000,000 |
Estimated amortization expense | Preliminary Fair Value Average Estimated Life Amortization for Year Ended July 31, 2018 Developed Software/Technology $ 780,000 5 $ 156,000 Referral Base 3,920,000 15 261,333 Non-compete agreements 2,410,000 3 803,333 $ 7,110,000 $ 1,220,667 |
Organization of Business and _2
Organization of Business and Going Concern (Details Narrative) - USD ($) | Oct. 31, 2018 | Oct. 03, 2018 | Jan. 18, 2017 |
Accumulated deficit | $ 392,000,000 | ||
Working capital deficiency | $ 37,000,000 | ||
Hema Diagnostic Systems, LLC | |||
Majority interest | 51.00% | ||
Veneto Holdings, L.L.C. | |||
Secured promissory note | $ 15,000,000 |
Loan from Related Parties (Deta
Loan from Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 18 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 27, 2017 | Jul. 31, 2018 | Nov. 29, 2018 | Jan. 16, 2017 | |
Paid to Emmaus Life Sciences, Inc | $ 500,000 | ||||||
Increase in loan payable | $ 171,719 | ||||||
Series I Convertible Preferred Stock | |||||||
Shares issued upon conversion | 790 | ||||||
Hema Diagnostic Systems, LLC | |||||||
Interest rate | 0.75% | 0.75% | |||||
Outstanding balance | $ 13,864,241 | $ 13,239,837 | |||||
Accrued interest | $ 191,869 | ||||||
Increase in loan payable | $ 498,303 | 624,404 | |||||
Moscato | |||||||
Unsecured advance | 75,820 | 250,000 | |||||
Shares issued upon conversion | 3,276,000 | ||||||
Moscato | Series I Convertible Preferred Stock | |||||||
Conversion of debt into preferred stock | $ 391 | ||||||
Salvo | |||||||
Unsecured advance | $ 82,803 | $ 250,000 | |||||
Shares issued upon conversion | 3,354,645 | ||||||
Salvo | Series I Convertible Preferred Stock | |||||||
Conversion of debt into preferred stock | $ 399 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 22, 2017 | Nov. 16, 2012 | Jul. 31, 2012 | Jul. 31, 2018 | Jul. 31, 2011 | |
Commitments and Contingencies | <font style="font-size: 10pt">The letter from AEXG counsel claimed that Generexâs 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’ 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.</font></p>" id="sjs-B3"><p style="text-align: justify"><font style="font-size: 10pt">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’ 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.</font></p> | ||||
Rental payments, current year | $ 69,022 | ||||
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 |
Net (Loss) _ Income Per Share_3
Net (Loss) / Income Per Share (“EPS”) - Computation of diluted EPS (Details) - shares | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Accounting Policies [Abstract] | ||
Weighted average number of common shares outstanding - Basic | 22,806,777 | 22,430,121 |
Potentially dilutive common stock equivalents | 31,892,421 | 32,088,399 |
Weighted average number of common and equivalent shares outstanding-Diluted | 54,699,198 | 54,518,520 |
Net (Loss)_ Income Per Share (_
Net (Loss)/ Income Per Share (“EPS”) (Details Narrative) | 3 Months Ended |
Oct. 31, 2018shares | |
Accounting Policies [Abstract] | |
Weighted average number of common stock equivalents not included in diluted income per share | 17,850 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Exercised (Details) | 3 Months Ended |
Oct. 31, 2018shares | |
Warrants exercised | 6,607,629 |
Shares Agreed to be Issued | 2,179,989 |
Series C Convertible Preferred Stock | |
Warrants exercised | 210,000 |
Shares Agreed to be Issued | 69,279 |
Series D Convertible Preferred Stock | |
Warrants exercised | 349,629 |
Shares Agreed to be Issued | 115,332 |
Series E Convertible Preferred Stock | |
Warrants exercised | 2,513,007 |
Shares Agreed to be Issued | 829,101 |
Series F Convertible Preferred Stock | |
Warrants exercised | 2,904,993 |
Shares Agreed to be Issued | 958,419 |
Series G Convertible Preferred Stock | |
Warrants exercised | 630,000 |
Shares Agreed to be Issued | 207,858 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||
Oct. 31, 2018 | Oct. 31, 2017 | Apr. 27, 2017 | Nov. 29, 2018 | Oct. 26, 2018 | Jul. 31, 2018 | Mar. 27, 2017 | Feb. 28, 2017 | Feb. 09, 2017 | Jan. 31, 2017 | Jan. 18, 2017 | |||
Common stock issued | 28,427,049 | 4,830,000 | 22,430,121 | 2,179,989 | 1,117,011 | ||||||||
Acquisition in HDS | 51.00% | ||||||||||||
Shares of common stock, obligated to issue | 4,830,000 | ||||||||||||
Common stock purchase warrants, exercise price | $ 0.35 | ||||||||||||
Warrants exercised, shares | 6,607,629 | ||||||||||||
Convertible preferred stock shares issued value | |||||||||||||
Net (loss) attributable to noncontrolling interests | (88,256) | $ (116,533) | |||||||||||
Investment in subsidiary by noncontrolling interest | 91,027 | ||||||||||||
Non-controlling interest | $ (5,573,501) | $ (5,576,272) | |||||||||||
Series H Convertible Preferred Stock | |||||||||||||
Common stock issued upon conversion of preferred stock | 25,200,000 | ||||||||||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | |||||||||||
Convertible preferred stock, par value (in dollars per share) | $ .001 | $ .001 | |||||||||||
Convertible preferred stock, shares issued | 63,000 | 63,000 | 63,000 | ||||||||||
Convertible preferred stock shares issued value | $ 3 | [1] | $ 3,000,000 | ||||||||||
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, par value (in dollars per share) | $ .001 | $ .001 | |||||||||||
Convertible preferred stock shares issued value | [2] | $ 1 | |||||||||||
Moscato | |||||||||||||
Common stock issued upon conversion of preferred stock | 3,276,000 | ||||||||||||
Issue discount | $ 65,164 | ||||||||||||
Moscato | Series I Convertible Preferred Stock | |||||||||||||
Conversion of stock, amount converted | 391 | ||||||||||||
Indebtedness retired | 390,984 | ||||||||||||
Salvo | |||||||||||||
Common stock issued upon conversion of preferred stock | 3,354,645 | ||||||||||||
Issue discount | 66,560 | ||||||||||||
Salvo | Series I Convertible Preferred Stock | |||||||||||||
Conversion of stock, amount converted | 399 | ||||||||||||
Indebtedness retired | $ 399,363 | ||||||||||||
Series F Convertible Preferred Stock | |||||||||||||
Common stock issued | 168,000 | ||||||||||||
Converted stock amount, payment to holder | $ 120 | ||||||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 88,935 | ||||||||||||
Series G Convertible Preferred Stock | |||||||||||||
Common stock issued | 489,993 | 210,000 | |||||||||||
Converted stock amount, payment to holder | $ 350 | $ 150 | |||||||||||
Common stock issued as "make-whole payments" on conversions of preferred stock | 222,726 | 98,448 | |||||||||||
Remain To Be Issued | |||||||||||||
Common stock issued | 357,966 | ||||||||||||
[1] | 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 | ||||||||||||
[2] | 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 | 3 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jul. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding, Beginning | 2,747,580 | 232,218 |
Options Granted | 2,730,000 | |
Options Forfeited or expired | (214,638) | |
Options Exercised | ||
Options Outstanding, End | 2,747,580 | 2,747,580 |
Weighted Average Exercise Price per Share, Beginning | $ 5.95 | $ 1.46 |
Weighted Average Exercise Price per Share, Granted | 0.11 | |
Weighted Average Exercise Price per Share, Forfeited or expired | (0.05) | |
Weighted Average Exercise Price per Share, Exercised | ||
Weighted Average Exercise Price per Share, End | $ 5.95 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions used in Black-Scholes option-pricing (Details) | 3 Months Ended |
Oct. 31, 2018$ / shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Exercise price | $ 2.50 |
Time to expiration | 3 years 3 months |
Risk-free interest rate | 2.49% |
Estimated volatility | 128.52% |
Dividend | |
Stock price at period end date | $ 0.4975 |
Stock-Based Compensation - Info
Stock-Based Compensation - Information on stock options outstanding (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2018 | Oct. 31, 2018 | Jul. 31, 2017 | |
Options Outstanding | 2,747,580 | 2,747,580 | 232,218 |
Weighted Average Exercise Price per Share | $ 5.95 | $ 1.46 | |
Options Aggregate Intrinsic Value | $ 1,119,400 | ||
Exercise Price 0.11 | |||
Options Range of Exercise Price | $ 0.11 | ||
Options Outstanding | 2,730,000 | ||
Weighted Average Exercise Price per Share | $ 0.11 | ||
Options Weighted Average Remaining Life (Years) | 9 years 10 months | ||
Options Aggregate Intrinsic Value | $ 1,119,400 | ||
Exercise Price 30.48 | |||
Options Range of Exercise Price | $ 30.48 | ||
Options Outstanding | 17,850 | ||
Weighted Average Exercise Price per Share | $ 30.48 | ||
Options Weighted Average Remaining Life (Years) | 1 year 4 months | ||
Options Aggregate Intrinsic Value |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | |
Outstanding options | 2,747,580 | 2,747,580 | 232,218 |
Market value | $ .47 | ||
Options granted | 2,730,000 | ||
Stock Options | |||
Outstanding options | 2,747,850 | ||
Outstanding options, weighted average remaining contractual term | 9 years 9 months | ||
Stock Option Plan 2006 | |||
Common stock reserved for future issuance | 2,835,000 | ||
Common stock reserved for future awards | 1,354,185 | ||
Options vested | 927,850 | ||
Unrecognized compensation costs | $ 182,573 | ||
Options granted | 2,730,000 | ||
Stock Option Plan 2017 | |||
Common stock reserved for future issuance | 5,040,000,000 | ||
Common stock reserved for future awards | 5,037,270,000 |
Acquisition of Hema Diagnosti_3
Acquisition of Hema Diagnostics Systems, LLC - Net purchase price of HDS (Details) - USD ($) | 6 Months Ended | ||||
Jan. 18, 2017 | Oct. 31, 2018 | Oct. 26, 2018 | Jul. 31, 2018 | Feb. 09, 2017 | |
Purchase price: | |||||
Shares | 1,117,011 | 28,427,049 | 4,830,000 | 22,430,121 | 2,179,989 |
At Closing | |||||
Purchase price: | |||||
Stock Price at Closing | $ .23 | ||||
Shares | 117,011 | ||||
Fair Value | $ 253,721 | ||||
After Closing | |||||
Purchase price: | |||||
Stock Price at Closing | $ .23 | ||||
Shares | 420 | ||||
Fair Value | $ 95 | ||||
Post Reverse Stock Split | |||||
Purchase price: | |||||
Stock Price at Closing | $ .23 | ||||
Shares | 4,830,000 | ||||
Fair Value | $ 1,097,100 | ||||
Net Purchase Price | |||||
Purchase price: | |||||
Shares | 5,947,431 | ||||
Fair Value | $ 1,350,916 |
Fair Value Assumptions Used in
Fair Value Assumptions Used in Accounting for Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jul. 31, 2018 | |
Exercise price | $ 2.50 | |
Time to expiration | 3 years 3 months | |
Risk-free interest rate | 2.49% | |
Estimated volatility | 128.52% | |
Dividend | ||
Stock price at period end date | $ 0.4975 | |
Warrant | ||
Exercise price | $ 2.50 | |
Time to expiration | 3 years 5 months | |
Risk-free interest rate | 2.77% | |
Estimated volatility | 143.97% | |
Dividend | ||
Stock price at period end date | $ 0.1 |
Fair Value Assumptions Used i_2
Fair Value Assumptions Used in Accounting for Call Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jul. 31, 2018 | |
Risk-free interest rate | 2.49% | |
Estimated volatility | 128.52% | |
Remaining Term | 1 year 3 months | |
Stock price at valuation date | $ 0.4975 | |
Call Option | ||
Risk-free interest rate | 2.44% | |
Estimated volatility | 129.95% | |
Remaining Term | 1 year 5 months | |
Stock price at valuation date | $ 0.0976 |
Acquisition of Hema Diagnosti_4
Acquisition of Hema Diagnostics Systems, LLC (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Jan. 18, 2017 | Jul. 31, 2018 | Oct. 26, 2018 | 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 | 28,427,049 | 1,117,011 | 22,430,121 | 4,830,000 | 2,179,989 | |
Limited liability company units receied | 300 | |||||
Warrants to be issued | $ 4,005,240 | $ 24,962,507 | ||||
Call Option | $ 13,431,706 | |||||
Call option recorded as an asset | 756,041 | 2,168,211 | ||||
Changes in fair value of contingent purchase consideration | $ 19,545,098 | $ 28,298,376 | 39,027,901 | |||
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 | $ 8,883,982 | ||||
Aggregate purchase price | $ 1 |
Segment Information (Details)
Segment Information (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2017 |
Identifiable Assets | $ 21,351,228 | $ 6,606,854 | |
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) | Dec. 28, 2017USD ($) |
Notes to Financial Statements | |
Intangible assets | $ 276,380 |
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 | Oct. 26, 2018 | Dec. 28, 2017 | |
Notes to Financial Statements | |||
Promissory Note | $ 320,000 | ||
Promissory Note, Due Date | Jun. 28, 2018 | ||
Promissory Note, interest rate | 27.50% | 3.00% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in the carrying amount of goodwill and other intangible assets (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 | Jan. 18, 2017 |
Balance | $ 8,946,073 | ||
Balance, Goodwill | 8,883,982 | $ 14,300,000 | |
Balance, Other Intangibles | 62,091 | ||
Total | |||
Balance | 3,187,757 | ||
Balance, Goodwill | $ 12,133,830 | ||
Goodwill | |||
Balance | |||
Balance, Goodwill | 8,883,982 | ||
Other Intangibles, net | |||
Balance | $ 3,187,757 | ||
Balance, Goodwill | $ 3,249,848 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details Narrative) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 | Jan. 18, 2017 |
Goodwill | $ 8,883,982 | $ 14,300,000 | |
Hema Diagnostic Systems, LLC | |||
Goodwill | $ 13,400,000 |
Veneto Acquisition - Summary of
Veneto Acquisition - Summary of Acquisition (Details) - USD ($) | Oct. 31, 2018 | Oct. 03, 2018 | Jul. 31, 2018 | Dec. 28, 2017 | Oct. 31, 2017 | Jul. 31, 2017 | Jan. 18, 2017 |
Cash and cash equivalents | $ 2,363,740 | $ 1,046,365 | $ 2,336,467 | $ 2,879,165 | |||
Accounts receivable, net | 2,982,229 | 33,555 | |||||
Inventory, net | 838,696 | 12,075 | |||||
Property and equipment, net | 665,278 | 31,536 | |||||
Other assets, net | 7,824 | 7,824 | |||||
Intangible assets, net | $ 276,380 | ||||||
Total current liabilities | 42,949,062 | 25,229,015 | |||||
Notes payable | 15,854,940 | 320,000 | |||||
Goodwill | $ 8,883,982 | $ 14,300,000 | |||||
"First Closing" | |||||||
Cash and cash equivalents | $ 2,410,150 | ||||||
Accounts receivable, net | 1,935,078 | ||||||
Inventory, net | 1,068,856 | ||||||
Prepaid expenses | 95,803 | ||||||
Property and equipment, net | 652,590 | ||||||
Other receivables | 1,014,316 | ||||||
Notes receivable - LT | 1,387,763 | ||||||
Other assets, net | 61,348 | ||||||
Intangible assets, net | |||||||
Total assets acquired | 6,116,018 | ||||||
Total current liabilities | 2,509,887 | ||||||
Notes payable | |||||||
Total liabilities assumed | 2,509,887 | ||||||
Net identifiable assets acquired | 6,116,018 | ||||||
Goodwill | 8,883,982 | ||||||
Total consideration transferred | $ 15,000,000 | ||||||
"Second Closing" | |||||||
Cash and cash equivalents | |||||||
Accounts receivable, net | |||||||
Inventory, net | |||||||
Prepaid expenses | |||||||
Property and equipment, net | |||||||
Other receivables | |||||||
Notes receivable - LT | |||||||
Other assets, net | |||||||
Intangible assets, net | 7,110,000 | ||||||
Total assets acquired | 3,706,052 | ||||||
Total current liabilities | |||||||
Notes payable | 3,403,948 | ||||||
Total liabilities assumed | 3,403,948 | ||||||
Net identifiable assets acquired | 3,706,052 | ||||||
Goodwill | 16,293,948 | ||||||
Total consideration transferred | 20,000,000 | ||||||
Total | |||||||
Cash and cash equivalents | 2,410,150 | ||||||
Accounts receivable, net | 1,935,078 | ||||||
Inventory, net | 1,068,856 | ||||||
Prepaid expenses | 95,803 | ||||||
Property and equipment, net | 652,590 | ||||||
Other receivables | 1,014,316 | ||||||
Notes receivable - LT | 1,387,763 | ||||||
Other assets, net | 61,348 | ||||||
Intangible assets, net | 7,110,000 | ||||||
Total assets acquired | 9,822,070 | ||||||
Total current liabilities | 2,509,887 | ||||||
Notes payable | 3,403,948 | ||||||
Total liabilities assumed | 5,913,835 | ||||||
Net identifiable assets acquired | 5,913,835 | ||||||
Goodwill | 25,177,930 | ||||||
Total consideration transferred | $ 35,000,000 |
Veneto Acquisition - Estimated
Veneto Acquisition - Estimated amortization expense (Details) | Jul. 31, 2018USD ($) |
Preliminary Fair Value | |
Developed Software/Technology | $ 780,000 |
Referral Base | 3,920,000 |
Non-compete agreements | 2,410,000 |
Total | 7,110,000 |
Amortization | |
Developed Software/Technology | 156,000 |
Referral Base | 261,333 |
Non-compete agreements | 803,333 |
Total | $ 1,220,667 |
Veneto Acquisition (Details Nar
Veneto Acquisition (Details Narrative) | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Business combination terms | The aggregate purchase price for the Assets, is $35,000,000 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.</p>" id="sjs-B4"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The aggregate purchase price for the Assets, is $35,000,000 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) $3,000,000 will be paid by the Company into an escrow account to secure potential obligations of Veneto in respect of the Second Closing date working capital and under the indemnification provisions of the Agreement and (iv) the balance will be payable directly to Veneto in cash.</p> |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 25, 2018 | Oct. 26, 2018 | Dec. 28, 2017 |
Debt Disclosure [Abstract] | |||
Note amount | $ 1,060,000 | $ 682,000 | |
Purchase price of note | 1,000,000 | 550,000 | |
Investor fee | 15,000 | ||
Original issue discount | $ 60,000 | $ 122,000 | |
Effective interest | 27.50% | 3.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | ||||||||||
Dec. 02, 2018 | Nov. 28, 2018 | Nov. 27, 2018 | Dec. 21, 2018 | Dec. 20, 2018 | Dec. 01, 2018 | Nov. 29, 2018 | Nov. 25, 2018 | Oct. 31, 2018 | Oct. 26, 2018 | Dec. 28, 2017 | Jan. 18, 2017 | |
Initial payment for Clinical Trial | $ 340,000 | |||||||||||
Aggregate Clinical Trial Cost | $ 2,118,461 | |||||||||||
Note amount | $ 1,060,000 | $ 682,000 | ||||||||||
Purchase price of note | 1,000,000 | 550,000 | ||||||||||
Investor fee | 15,000 | |||||||||||
Original issue discount | $ 60,000 | $ 122,000 | ||||||||||
Effective interest | 27.50% | 3.00% | ||||||||||
LOI Terms | On November 28, 2018, Generex Biotechnology Corporation (the “Company”) and Regentys Corporation. (“Regentys”) entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of fifteen million dollars ($15,000,000) in accordance with the terms and conditions of the LOI (the "Proposed Acquisition").</p>" id="sjs-C10"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 28, 2018, Generex Biotechnology Corporation (the “Company”) and Regentys Corporation. (“Regentys”) entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of fifteen million dollars ($15,000,000) in accordance with the terms and conditions of the LOI (the "Proposed Acquisition").</p> | On November 27, 2018, Generex Biotechnology Corporation (the “Company”) and Olaregen Therapeutix Inc. (“Olaregen”) entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Olaregen for a total consideration of twelve million dollars ($12,000,000) in accordance with the terms and conditions of the LOI (the "Proposed Acquisition").</p>" id="sjs-D10"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 27, 2018, Generex Biotechnology Corporation (the “Company”) and Olaregen Therapeutix Inc. (“Olaregen”) entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Olaregen for a total consideration of twelve million dollars ($12,000,000) in accordance with the terms and conditions of the LOI (the "Proposed Acquisition").</p> | ||||||||||
Exercise price | $ 2.50 | |||||||||||
Litigation awards for damages | $ 315,695 | |||||||||||
Litigation awards, exercisable shares | 84,000 | |||||||||||
Exercise price | $ 2.50 | |||||||||||
Moscato | ||||||||||||
Common stock issued upon conversion | 3,276,000 | |||||||||||
Salvo | ||||||||||||
Common stock issued upon conversion | 3,354,645 | |||||||||||
B-H Sanford, LLC | ||||||||||||
Common stock issued upon conversion | 25,200,000 | |||||||||||
Berkman | ||||||||||||
Shares exercisable | 15,000,000 | |||||||||||
Exercise price | $ 2.50 | |||||||||||
Warrant terms | <font style="font-size: 10pt">The Warrant contains a provision prohibiting the exercise of the Warrant to the extent that, after exercise, Mr. Berkman would own more than 9.99% of the Company’s common stock. The Warrant was issued pursuant to the January 18, 2017 Acquisition Agreement among the Company, Hema Diagnostic Systems, LLC (“HDS”), Stephen L. Berkman and the other equity owners of HDS. Despite the warrants being issued after the effective date of the 20 for 1 stock dividend, per an agreement with warrant holder, such warrants were not subject to the stock dividend and no adjustment was made to the exercise price.</font></p>" id="sjs-E24"><p style="margin: 0"><font style="font-size: 10pt">The Warrant contains a provision prohibiting the exercise of the Warrant to the extent that, after exercise, Mr. Berkman would own more than 9.99% of the Company’s common stock. The Warrant was issued pursuant to the January 18, 2017 Acquisition Agreement among the Company, Hema Diagnostic Systems, LLC (“HDS”), Stephen L. Berkman and the other equity owners of HDS. Despite the warrants being issued after the effective date of the 20 for 1 stock dividend, per an agreement with warrant holder, such warrants were not subject to the stock dividend and no adjustment was made to the exercise price.</font></p> | |||||||||||
Agreement terms | On December 1, 2018, the Company and Mr. Berkman entered into an Agreement, Assignment and Release, pursuant to which Mr. Berkman transferred the remaining HDS equity interests to the Company, waiving and releasing any conditions to such transfer. HDS is now a wholly owned subsidiary of the Company. The Company and Mr. Berkman released $624,404 owed to him by the Company and $13,431,706 owed to him by HDS, as of October 31, 2018, in exchange for shares of the Company’s common stock valued at the aggregate of such amount using the closing price for the common stock on November 30, 2018. The pre-stock dividend closing price was $18.99, resulting in 32,881 shares issuable to Mr. Berkman.</p>" id="sjs-E25"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 1, 2018, the Company and Mr. Berkman entered into an Agreement, Assignment and Release, pursuant to which Mr. Berkman transferred the remaining HDS equity interests to the Company, waiving and releasing any conditions to such transfer. HDS is now a wholly owned subsidiary of the Company. The Company and Mr. Berkman released $624,404 owed to him by the Company and $13,431,706 owed to him by HDS, as of October 31, 2018, in exchange for shares of the Company’s common stock valued at the aggregate of such amount using the closing price for the common stock on November 30, 2018. The pre-stock dividend closing price was $18.99, resulting in 32,881 shares issuable to Mr. Berkman.</p> |