Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2019 | Apr. 01, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | GENEREX BIOTECHNOLOGY CORP | |
Entity Central Index Key | 0001059784 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Trading Symbol | GNBT | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment description | On March 26, 2019, the Audit Committee of the Board of Directors (the “Audit Committee”) of Generex Biotechnology Corporation (the “Company”), after considering the recommendations of management and consulting with MNP, LLP, the Company’s independent registered public accounting firm, concluded that our unaudited condensed interim consolidated financial statements included in fathe quarterly reports on Form 10-Q for the period ended January 31, 2019 should not be relied upon since the auditors had not completed their interim review and their comments were not incorporated into the documents as filed primarily related the recent acquisitions of the assets and operations Veneto Holdings LLC, valuation and purchase price allocations of Regentys Corporation and Olaregen Therapeutix Inc. , and related notes and disclosures. | |
Document Period End Date | Jan. 31, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 60,362,143 |
UNAUDITED CONDENSED INTERIM CON
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2018 | Jul. 31, 2017 | Mar. 27, 2017 |
Current Assets: | |||||
Cash and cash equivalents | $ 2,373,821 | $ 1,046,365 | $ 2,048,067 | $ 2,879,165 | |
Accounts receivable, net | 2,296,061 | 33,555 | |||
Inventory, net | 1,099,508 | 12,075 | |||
Other current assets | 286,439 | 96,251 | |||
Total Current Assets | 6,055,829 | 1,188,246 | |||
Property and equipment | 645,607 | 31,536 | |||
Notes receivable - noncurrent | 1,406,051 | ||||
Call option | 2,168,211 | ||||
Goodwill and Intangible assets | 64,921,161 | 3,187,757 | |||
Patents, net | 21,987 | 23,280 | |||
Other assets, net | 18,821 | 7,824 | |||
TOTAL ASSETS | 73,069,456 | 6,606,854 | |||
Current Liabilities: | |||||
Accounts payable and accrued expenses | 16,863,991 | 11,044,774 | |||
Notes payable, current | 40,968,321 | 320,000 | |||
Loans from related parties | 13,200 | 13,864,241 | |||
Other current liabilities | 4,620 | ||||
Deferred tax liability | 1,929,955 | ||||
Total Current Liabilities | 59,780,087 | 25,229,015 | |||
Other noncurrent liabilities | 171,562 | ||||
Derivative liability - convertible notes | 2,353,139 | ||||
Derivative liability - warrants | 192,671 | ||||
Warrants to be issued | 24,962,507 | ||||
Total Liabilities | 62,497,459 | 50,191,522 | |||
Redeemable non-controlling interest | 4,073,898 | ||||
Stockholders' Equity : | |||||
Common stock, $.001 par value; authorized 750,000,000 and 750,000,000 shares at January 31, 2019 and July 31, 2018, respectively; 60,362,164 and 22,430,121 issued and outstanding at January 31, 2019 and July 31, 2018, respectively | 60,362 | 22,430 | |||
Common stock payable | 201,294 | 2,168,951 | |||
Additional paid-in capital | 387,380,368 | 368,388,265 | |||
Accumulated deficit | (403,628,069) | (409,386,468) | |||
Accumulated other comprehensive income | 800,446 | 798,422 | |||
Non-controlling interest | 21,683,698 | (5,576,272) | |||
Total Stockholders' Deficiency | 10,571,997 | (43,584,668) | $ (79,876,231) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 73,069,456 | 6,606,854 | |||
Series H Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | 3 | $ 3,000,000 | |||
Olaregen Series A Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | |||||
Regentys Series A Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | |||||
Series I Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | $ 1 |
UNAUDITED CONDENSED INTERIM C_2
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2019 | Oct. 26, 2018 | Jul. 31, 2018 | Mar. 27, 2017 | Feb. 09, 2017 | Jan. 18, 2017 |
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 | 60,362,164 | 4,830,000 | 22,430,121 | 2,179,989 | 1,117,011 | |
Common stock, shares outstanding | 60,362,164 | 22,430,121 | ||||
Series I Convertible Preferred Stock | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Convertible preferred stock, shares authorized | 6,000 | 6,000 | ||||
Convertible preferred stock, shares issued | 0 | 6,000 | ||||
Olaregen Series A Preferred Stock [Member] | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Convertible preferred stock, shares authorized | 592,683 | 0 | ||||
Convertible preferred stock, shares issued | 592,683 | 0 | ||||
Regentys Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, shares authorized | 2,793,192 | 2,793,192 | ||||
Series H Convertible Preferred Stock | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | ||||
Convertible preferred stock, shares issued | 0 | 63,000 | 63,000 |
UNAUDITED CONDENSED INTERIM C_3
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Revenue | ||||
Revenue, net | $ 3,442,265 | $ 5,161,413 | $ 2,218 | |
Licensing income | 700,000 | 700,000 | ||
Total revenue | 3,442,265 | 700,000 | 5,161,413 | 702,218 |
Cost of goods sold | 2,011,679 | 2,882,300 | ||
Gross profit | 1,430,586 | 700,000 | 2,279,113 | 702,218 |
Operating expenses | ||||
Research and development | 810,938 | 150,897 | 991,005 | 388,679 |
General and administrative | 6,498,664 | 714,689 | 8,771,305 | 1,116,050 |
Total operating expenses | 7,309,602 | 865,586 | 9,762,310 | 1,504,729 |
Operating loss | (5,879,016) | (165,586) | (7,483,197) | (802,511) |
Other income (expense): | ||||
Interest expense | (2,097,220) | (142,245) | (2,262,936) | (277,190) |
Interest income | 768 | |||
Changes in fair value of contingent purchase consideration | (4,397,507) | (9,521,747) | 15,147,591 | 18,776,629 |
Change in fair value of derivative liability | 142,725 | |||
Impairment of long-lived assets | (99,519) | (99,519) | ||
Other income, net | (51,322) | (47,436) | ||
Net Income (Loss) | (12,524,584) | (9,829,578) | 5,397,996 | 17,696,928 |
Net (loss) attributable to non-controlling interests | (272,147) | (92,934) | (360,403) | (209,467) |
Net (loss) Income available to Common Stockholders | $ (12,252,437) | $ (9,736,644) | $ 5,758,399 | $ 17,906,395 |
Basic | $ (.25) | $ (.43) | $ 0.16 | $ 16.76 |
Diluted | $ (.25) | $ (.43) | $ 0.14 | $ 6.90 |
Basic | 49,967,615 | 22,430,121 | 36,387,206 | 22,430,121 |
Diluted | 49,967,615 | 22,430,121 | 41,514,678 | 54,515,450 |
Comprehensive Income (Loss): | ||||
Net income | $ (12,252,437) | $ (9,736,644) | $ 5,758,399 | $ 17,906,395 |
Change in foreign currency translation adjustments | (15,730) | 2,024 | (3,898) | |
Comprehensive Income Available to Common Stockholders | $ (12,252,437) | $ (9,752,374) | $ 5,760,423 | $ 17,902,497 |
UNAUDITED CONDENSED INTERIM C_4
UNAUDITED 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 | Redeemable Non-controlling 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 | 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) | 5,758,399 | 5,758,399 | (360,403) | 5,397,996 | ||||||
Investment in subsidiary by noncontrolling interest | 133,679 | 133,679 | ||||||||
Conversion of preferred series H | $ (3) | $ 25,200 | (25,200) | (3) | (3) | |||||
Conversion of preferred series H (in shares) | (63,000) | 25,200,000 | ||||||||
Conversion of preferred series I | $ (1) | $ 6,631 | (6,631) | (1) | (1) | |||||
Conversion of preferred series I (in shares) | (16,590) | 6,630,624 | ||||||||
Elimination of non-controlling interest | (6,951,015) | (6,951,015) | (6,951,015) | |||||||
Issuance of common stock payable | $ 6,068 | (1,967,657) | 1,961,589 | |||||||
Issuance of common stock payable (in shares) | 6,068,517 | |||||||||
Issuance of stock options | 924,845 | 924,845 | 924,845 | |||||||
Extinguishment of debt | $ 33 | 14,056,080 | 14,056,113 | 14,056,113 | ||||||
Extinguishment of debt (in shares) | 32,881 | |||||||||
Issuance of warrants | 9,032,435 | 9,032,435 | 9,032,435 | |||||||
Acquisition of NCI of Veneto | 51,090 | 51,090 | ||||||||
Acquisition of NCI of Regentys | 9,870,762 | 9,870,762 | ||||||||
Acquisition of NCI of Olaregen | 11,999,557 | 11,999,557 | ||||||||
Acquisition of NCI of HDS | 5,565,285 | 5,565,285 | ||||||||
Redeemable non-controlling interest | 4,073,898 | 4,073,898 | ||||||||
Currency translation adjustment | 2,024 | 2,024 | 2,024 | |||||||
Balance at Jan. 31, 2019 | $ 60,362 | $ 201,294 | $ 387,380,368 | $ (403,628,069) | $ 800,446 | $ (15,185,599) | $ 21,683,698 | $ 4,073,898 | $ 10,571,997 | |
Balance (in shares) at Jan. 31, 2019 | 60,362,143 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
Cash flows from operating activities | |||||
Net income | $ (12,524,584) | $ (9,829,578) | $ 5,397,996 | $ 17,696,928 | $ 35,948,698 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 378,200 | 2,022 | |||
Issuance of stock options as compensation | 924,845 | ||||
Changes in fair value of contingent purchase consideration | (15,147,591) | (18,776,629) | |||
Change in fair value of derivative liabilities - convertible notes | (177,844) | ||||
Change in fair value of derivative liabilities - warrants | 35,119 | ||||
Impairment of long-lived assets | 99,519 | 99,519 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 686,889 | (175) | |||
Inventory | 385,987 | (2,011) | |||
Accounts payable and accrued expenses | 3,296,630 | 211,670 | |||
Accrued interest on notes receivable | (18,288) | ||||
Other current assets | 2,936 | (205,097) | |||
Other assets, net | (10,997) | ||||
Other current liabilities | 4,620 | ||||
Other noncurrent liabilities | 171,562 | ||||
Net cash used in operating activities | (3,970,417) | (1,073,292) | |||
Cash flows from investing activities | |||||
Purchase of property and equipment | (26,671) | (5,385) | |||
Purchase of intangible assets | (26,488) | ||||
Cash received in acquisition of a business | 1,722,814 | ||||
Net cash provided by (used in) investing activities | 1,669,655 | (5,385) | |||
Cash flows from financing activities | |||||
Loan proceeds from related party | (3,305) | 126,101 | |||
Payment of notes payable | (28,640) | ||||
Proceeds from note payable | 3,524,460 | ||||
Investment in subsidiary by noncontrolling interest | 133,679 | 125,376 | 327,593 | ||
Net cash provided by financing activities | 3,626,194 | 251,477 | |||
Effects of currency translation on cash and cash equivalents | 2,024 | (3,898) | |||
Net increase (decrease) in cash and cash equivalents | 1,327,456 | (831,098) | |||
Cash and cash equivalents, beginning of period | 1,046,365 | 2,879,165 | 2,879,165 | ||
Cash and cash equivalents, end of period | $ 2,373,821 | $ 2,048,067 | 2,373,821 | 2,048,067 | $ 1,046,365 |
Supplemental disclosure of cash flow information | |||||
Acquisition of Veneto assets & liabilities - First Closing | (13,947,462) | ||||
Acquisition of Veneto assets & liabilities - Second Closing | (19,948,909) | ||||
Acquisition of Regentys assets & liabilities | (337,538) | ||||
Acquisition of Olaregen assets & liabilities | 212,355 | ||||
Extinguishment of HDS debt | (14,056,109) | ||||
Note payable issued for acquisition of a business | 35,000,000 | 320,000 | |||
Discounts on note payable and convertible debt | 165,833 | ||||
Market value of convertible notes | (2,110,000) | ||||
Derivative liability - convertible notes | 2,530,983 | ||||
Derivative liability - convertible warrants | 157,552 | ||||
Conversion of series H convertible preferred stock to common stock | 25,200 | ||||
Conversion of series I convertible preferred stock to common stock | $ 6,631 |
Organization of Business and Go
Organization of Business and Going Concern | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization of Business and Going Concern | Note 1 – Organization of Business, Restatement 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. Subsequently, on December 1, 2018, the Company exercised its call option and closed the acquisition of the remaining 49% interest in HDS to become a wholly owned subsidiary of the Company. 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. On November 1, 2018 the Company consummated the acquisition of the Second Closing Assets, consisting primarily of Veneto’s management services organization business and two additional ancillary services. The aggregate price for the First Closing Assets and the Second Closing Assets was $30,000,000. The Company issued a promissory note in the principal amount of $35,000,000 (the “ New Note Amendment On January 7, 2019, the Company closed two separate Acquisition Agreements pursuant to which the Company acquired a 51% interest in both Regentys Corporation (“Regentys”) and Olaregen Therapeutix Inc. (“Olaregen”). Regentys is a regenerative medicine company focused on developing novel treatments for patients with gastrointestinal (GI) disorders. Olaregen is a New York based regenerative medicine company that is preparing to launch its proprietary, patented, wound conforming gel matrix, Excellagen, an FDA 510K cleared wound healing product. The terms of the Regentys acquisition included an upfront payment of $400,000, plus $14,600,000 to be paid according to a milestone-based schedule. The terms of the Olaregen acquisition included an upfront payment of $400,000, plus $11,600,000 to be paid according to a milestone-based schedule. 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 $403 million and a working capital deficiency of approximately $54 million at January 31, 2019. 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. |
Restatement of previously issue
Restatement of previously issued condensed interim consolidated financial statements | 6 Months Ended |
Jan. 31, 2019 | |
Notes to Financial Statements | |
Restatement of previously issued condensed interim consolidated financial statements | Note 2 – Restatement of previously issued condensed interim consolidated financial statements The Company determined that its previously issued condensed interim consolidated financial statements as of and for the three and six months ended January 31, 2019, as originally filed with the Securities and Exchange Commission on March 25, 2019, should no longer be relied upon since the auditors had not completed their interim review and their comments were not incorporated into the documents as filed primarily related the recent acquisitions of the assets and operations Veneto Holdings LLC, valuation and purchase price allocations of the acquisition of Regentys and Olaregen and related notes and disclosures. The effects of these restatement adjustments on (i) the Company’s Condensed Interim Consolidated Balance Sheet as of January 31, 2019, (ii) the Company’s Condensed Interim Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended January 31, 2019, (iii) the Company’s Condensed Interim Consolidated Statement of Stockholders’ Equity/(Deficit) for the six months ended January 31, 2019 and (iv) the Company’s Condensed Consolidated Statement of Cash Flows for the six months ended January 31, 2018 are presented below. The restatement adjustments are described below: • Our balance sheets as of January 31, 2019 by recording an overall increase in Total Assets and Total Liabilities, Redeemable Non-Controlling Interest, and Stockholder’s Equity by approximately $310,000 as a result of recording approximately $4.0 million of Redeemable Non-Controlling Interest, and reclassification of $3.0 million of Additional Paid-in Capital and a reduction of approx. $1.8 million of Preferred Series A Stock related to the acquisition of Regentys Corporation; and by recording approximately $750,000 of Additional Paid-in Capital, and reclassification and reduction of approx. $1.0 million of Preferred Series A Stock and additional reclassifications of accounts receivable and an increase in cash of approximately $187,000 related to the recent acquisitions. Goodwill and intangible assets had a net decrease of approx. $19,000 which included: increase of $143,000 to account for the reduction of impairment of Grainland’s intangible assets, increase of $400,000 related to the purchase price allocation adjustment of goodwill for the Regentys acquisition, decrease of $250,000 related to the purchase price allocation adjustment of goodwill for the Olaregen acquisition, decrease of approx. $6,000 to goodwill which should have been classified as other current assets and decrease of intangible assets of approx. $305,000 to record amortization on Veneto intangible assets. • Our statements of operations for the three months and six months ended January 31, 2019. As a result of the restatement, our consolidated net income for the three months and six months ended January 31, 2018 increased by approximately $167,000, and a reclassification and elimination of intercompany accounts and transactions resulting in a reduction of approximately $1.4 million of Revenues and General and Administrative Expenses related to the operations of the Veneto acquisition, and a reduction and reclassification of an Impairment of a Long-Lived Asset by approximately $142,000 related other activities. • Our statement of cash flows for the six months ended January 31, 2019 resulted in an increase in cash of approximately $187,000 primarily from changes in the operations of the acquired assets from Veneto acquisition. • Additional notes and comments follow each following statement comparing the financial statements and amounts previously filed with the restated financial statements and amounts. Impacts of restatement The effects of the restatement on the line items within the Company’s condensed interim consolidated balance sheets as of January 31, 2019 are as follows: GENEREX BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS January 31, 2019 As previously reported Adjusted Restated ASSETS Current Assets Cash and cash equivalents $ 2,186,377 $ 187,444 (a) (b) $ 2,373,821 Accounts receivable, net 2,466,138 (170,077 ) (a) 2,296,061 Inventory, net 1,099,508 — 1,099,508 Other current assets 280,271 6,168 (c) 286,439 Total current assets 6,032,294 23,535 6,055,829 Property and equipment 645,607 — 645,607 Notes receivable - noncurrent (Note 10) 1,406,051 — 1,406,051 Goodwill and intangible assets (Note 11) 64,939,874 (18,713 ) (c) 64,921,161 Patents, net 21,987 — 21,987 Other assets, net 18,821 — 18,821 TOTAL ASSETS $ 73,064,634 $ 4,822 $ 73,069,456 LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current Liabilities Accounts payable and accrued expenses $ 16,917,095 $ (53,104 ) (d) $ 16,863,991 Notes payable, current (Note 10 and 12) 40,919,835 48,486 (d) 40,968,321 Loans from related parties (Note 4) 13,200 — 13,200 Other current liabilities — 4,620 (d) 4,620 Deferred tax liability (Note 10) 1,930,495 (540 ) (e) 1,929,955 Total Current Liabilities 59,780,625 (538 ) 59,780,087 Notes payable - noncurrent 149,637 (149,637 ) (f) — Other noncurrent liabilities — 171,562 (g) 171,562 Derivative liability - convertible notes (Note 12) 2,545,810 (192,671 ) (h) 2,353,139 Derivative liability - warrants (Note 12) — 192,671 (h) 192,671 Warrants to be issued (Note 10) — — — Total Liabilities 62,476,072 21,387 62,497,459 Redeemable non-controlling interest (Note 8) — 4,073,898 (i) 4,073,898 Stockholders’ Equity (Note 7) Series H Convertible Preferred Stock, $.001 par value; authorized 109,000 shares, 0 and 63,000 issued shares at January 31, 2019 and July 31, 2018, respectively — — — Series I Convertible Preferred Stock, $.001 par value; authorized 6,000 shares, 0 and 16,590 issued shares at January 31, 2019 and July 31, 2018, respectively — — — Regentys Series A Redeemable Convertible Preferred Stock, $0.0001 par value; authorized 2,793,192 shares, issued shares at January 31, 2019 and July 31, 2018, respectively. 1,815,575 (1,815,575 ) (j)(c) — Olaregen Series A Preferred Stock, $0.001 par value; authorized 592,683 and 0 shares at January 31, 2019 and July 31, 2018, respectively; 592,683 and 0 issued shares at January 31, 2019 and July 31, 2018, respectively 1,000,000 (1,000,000 ) (k)(c) — Common stock, $.001 par value; authorized 750,000,000 and 750,000,000 shares at January 31, 2019 and July 31, 2018, respectively; 60,362,164 and 22,430,121 issued and outstanding at January 31, 2019 and July 31, 2018, respectively 60,362 — 60,362 Common stock payable 201,294 — 201,294 Additional paid-in capital 384,414,252 2,966,116 (l)(c)(j)(k) 387,380,368 Accumulated deficit (403,460,965 ) (167,104 ) (b)(c)(e)(f)(g) (403,628,069 ) Accumulated other comprehensive income 800,446 — 800,446 Non-controlling interest (Note 7) 25,757,598 (4,073,900 ) (i) 21,683,698 Total Stockholders’ Equity 10,588,562 (16,565 ) 10,571,997 TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY $ 73,064,634 $ 4,822 $ 73,069,456 Going Concern (Note 1) Commitments & Contingencies (Note 5) Subsequent Events (Note 12) (a) Adjustment of $170,077 to (1) increase "Cash" and (2) decrease "Accounts receivable" to recognize the collection of $170,077 of accounts receivables related to the Veneto acquired assets (b) Adjustment of $17,367 to decrease "Cash" to record the payment of interest related to the Veneto acquired assets. (c) Adjustment recorded to reduce the impairment of long-lived assets of $230,932 to $88,311 related to the closing of the Grainland pharmacy, (2) increase goodwill by $400,000 related to the purchase price allocation of the Regentys acquisition, (3) decrease goodwill by $250,000 related to the purchase price allocation of the Olaregen acquisition, (4) decrease goodwill by $6,168 which should have been classified as other current assets, (5) decrease intangible assets by $305,166 to recognize amortization expense on Veneto intangible assets. (d) Adjustment to (1) reclassify $53,104 of "Accrued interest" to "Notes payable, current" related to the acquisition of Olaregen, and (2) reclassify $4,620 from "Notes payable" to "Other current liability". (e) Adjustment of $540 of "Deferred tax liability" related to the Olaregen purchase price allocation. (f) Adjustment of $149,637 to reduce "Notes payable" to (1) reclassify $140,271 related to deferred rent against "General and administrative expenses", and (2) to reclass $9,366 to "Other noncurrent liabilities" related to finance leases. (g) Adjustment of $171,562 to increase "Other noncurrent liabilities" to (1) reclassify $162,196 related leasehold tenant allowance, and (2) $9,366 related to finance leases from "Note payable - noncurrent" to "Other noncurrent liabilities." (h) Adjustment to reclassify $192,671 from "Derivative liability - convertible notes" to "Derivative liability - warrants". (i) Adjustment to reclassify $4,033,898 from "Non-controlling interest" to 'Redeemable non-controlling interest" related to the purchase price allocation of the Regentys acquisition. (j) Adjustment to eliminate $1,815,575 of Regentys Series A Preferred Stock in conjunction with the revised purchase price allocation of the Regentys acquisition (k) Adjustment to eliminate $1,000,000 of Olaregen Series A Preferred Stock in conjunction with the revised purchase price allocation of the Olaregen acquisition (l) Adjustment to reduce "Additional paid-in capital" (APIC) of $2,996,116 due to a reduction of APIC of (1) $2,215,575 related to the Regentys acquisition, and (2) $750,541 related to the Olaregen acquisition. The effects of the restatement on the line items within the Company’s condensed interim consolidated statements of operations and comprehensive income for the six months ended January 31, 2019 are as follows: GENEREX BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Six Months Ended January 31, 2019 As previously reported Adjusted Restated Revenue, net $ 6,567,942 $ (1,406,529 ) (a)(b) $ 5,161,413 Total Revenue 6,567,942 (1,406,529 ) 5,161,413 Cost of Goods Sold 2,882,300 — 2,882,300 Gross Profit 3,685,642 (1,406,529 ) 2,279,113 Operating expenses Research and development 991,005 — 991,005 General and administrative 9,868,110 (1,096,805 ) (b)(a) 8,771,305 Total operating expenses 10,859,115 (1,096,805 ) 9,762,310 Operating Loss (7,173,473 ) (309,724 ) (7,483,197 ) Other Income (Expense): Interest expense (2,262,936 ) — (2,262,936 ) Interest income 768 — 768 Changes in fair value of contingent purchase consideration (Note 10) 15,147,591 — 15,147,591 Change in fair value of derivative liability (Note 12) 142,725 — 142,725 Impairment of long-lived assets (Note 10) (242,139 ) 142,620 (c) (99,519 ) Other income, net (47,436 ) — (47,436 ) Net Income 5,565,100 (167,104 ) 5,397,996 Net loss attributable to noncontrolling interests (Note 7) (360,403 ) — (360,403 ) Net Income Available to Common Stockholders $ 5,925,503 $ (167,104 ) $ 5,758,399 Net Income per Common Share Basic $ 0.16 $ (0.00 ) $ 0.16 Diluted $ 0.16 $ (0.02 ) $ 0.14 Shares Used to Compute Income per Share (Note 6) Basic 36,387,206 (0.00 ) 36,387,206 Diluted 36,387,206 (0.00 ) 41,514,648 Comprehensive Income: Net Income $ 5,925,503 $ (167,104 ) $ 5,758,399 Change in foreign currency translation adjustments 2,024 — 2,024 Comprehensive Income Available to Common Stockholders $ 5,927,527 $ (167,104 ) $ 5,760,423 (a) Revenue adjustment of $1,406,529 was reduced to eliminate intercompany revenue related to the Veneto acquisition against "general and administrative expenses." (b) General and administrative expense adjustment of $1,096,805 was primarily due to (1) reduce and eliminate an intercompany account related to the Veneto acquired operations against "revenues" for $1,406,529, (2) a $17,367 decrease in "General and administrative expenses" to record interest expense originating from the Veneto acquired operations and increase "cash", (3) adjustment to correct and remove deferred rent expense of $21,925 recorded against rent expense related to the Veneto acquired assets, and (4) adjustment to recognize $305,166 amortization expense on Veneto intangible assets acquired in November 3, 2018 "Second Closing." (c) Reclassification and reduction of "Impairment of goodwill" to "Impairment of long-lived assets" of $142,620 related to the closing of the Grainland Pharmacy. The effects of the restatement on the line items within the Company’s condensed interim consolidated statement of cash flow as of January 31, 2019 are as follows: GENEREX BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS January 31, 2019 As previously reported Adjusted Restated CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 5,565,100 $ (167,104 ) $ 5,397,996 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 73,034 305,166 378,200 Issuance of stock options as compensation 924,845 — 924,845 Changes in fair value of contingent purchase consideration (15,147,591 ) — (15,147,591 ) Change in fair value of derivative liabilities - convertible notes 202,500 (380,344 ) (177,844 ) Change in fair value of derivative liabilities - warrants — 35,119 35,119 Impairment of long-lived assets — 99,519 99,519 Changes in operating assets and liabilities: Accounts receivable 516,822 170,067 686,889 Inventory 389,924 (3,937 ) 385,987 Accounts payable and accrued expenses 3,285,385 11,245 3,296,630 Accrued interest on notes receivable (18,288 ) — (18,288 ) Other current assets 9,094 (6,158 ) 2,936 Other assets, net (10,997 ) — (10,997 ) Other current liabilities — 4,620 4,620 Other noncurrent liabilities — 171,562 171,562 Net used in operating activities (4,210,172 ) 239,755 (3,970,417 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (10,070 ) (16,601 ) (26,671 ) Purchase of intangible assets — (26,488 ) (26,488 ) Disposal of property and equipment (5,393 ) 5,393 — Issuance of note payable 13,986 (13,986 ) — Cash received in acquisition of a business 1,722,814 — 1,722,814 Net cash provided by (used in) investing activities 1,721,337 (51,682 ) 1,669,655 CASH FLOWS FROM FINANCING ACTIVITIES Loan proceeds from related party (3,305 ) — (3,305 ) Payment of notes payable (28,011 ) (629 ) (28,640 ) Proceeds from note payable 3,524,460 — 3,524,460 Investment in subsidiary by noncontrolling interest 133,679 — 133,679 Net cash provided by financing activities 3,626,823 (629 ) 3,626,194 Effects of currency translation on cash and cash equivalents 2,024 — 2,024 Net increase (decrease) in cash and cash equivalents 1,140,012 187,444 1,327,456 Cash and cash equivalents, beginning of period 1,046,365 — 1,046,365 Cash and cash equivalents, end of period $ 2,186,377 $ 187,444 $ 2,373,821 Supplemental Disclosure of Cash Flow Information Acquisition of Veneto assets & liabilities - First Closing $ — $ (13,947,462 ) $ (13,947,462 ) Acquisition of Veneto assets & liabilities - Second Closing $ — $ (19,948,909 ) $ (19,948,909 ) Acquisition of Regentys assets & liabilities $ — $ (337,538 ) $ (337,538 ) Acquisition of Olaregen assets & liabilities $ — $ 212,355 $ 212,355 Extinguishment of HDS debt $ — $ (14,056,109 ) $ (14,056,109 ) Note payable issued for acquisition of a business $ — $ 35,000,000 $ 35,000,000 Discounts on note payable and convertible debt $ — $ 165,833 $ 165,833 Market value of convertible notes $ — $ (2,110,000 ) $ (2,110,000 ) Derivative liability - convertible notes $ — $ 2,530,983 $ 2,530,983 Derivative liability - convertible warrants $ — $ 157,552 $ 157,552 Conversion of series H 9% convertible preferred stock to common stock $ — $ 25,200 $ 25,200 Conversion of series I 9% convertible preferred stock to common stock $ — $ 6,631 $ 6,631 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – 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. Reclassifications to Prior Period Financial Statements and Adjustments Certain reclassifications have been made in the Company’s condensed interim consolidated financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. Redeemable Non-Controlling Interest As a result of the acquisition of Regentys with redeemable convertible preferred stock classified as a mezzanine instrument outside of the its equity accounts, such amounts are reclassified as redeemable non-controlling interest as the carrying value determined by the purchase price allocation at the time of the acquisition of Regentys. Derivative Financial Instruments As a result of the adoption of ASU 2017-11 in the second quarter, the Company has no derivative financials instruments with down round features classified as a liability at January 31, 2019. 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. • ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” ASC 815-40 (formerly SFAS No. 133 “Accounting for derivative instruments and hedging activities”), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF-00-19 “Accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock”) to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula and present value pricing. At January 31, 2019, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its condensed interim consolidated statement of operations and comprehensive loss. • 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 condensed interim 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 condensed interim 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 condensed interim 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 condensed interim 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 December 15, 2019. The Company is evaluating the effect that ASU 2018-13 will have on its condensed interim consolidated financial statements. |
Loans from Related Parties
Loans from Related Parties | 6 Months Ended |
Jan. 31, 2019 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Loan from Related Party | Note 4 - 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 10), the outstanding principal balance was $13,239,837 and total accrued interest of $191,869. This loan was subject to a call option (Note 10) which, if exercised, the principal and accrued interest through January 18, 2017 would be eliminated. Pursuant to the January 18, 2017 Acquisition, Mr. Berkman agreed, under certain conditions to transfer the remaining 49% of the HDS equity to the Company for a consideration of $1.00. 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. In addition to the assignment of the HDS interests, Mr. Berkman released these loans 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 closing price was $18.99, resulting in 32,881 shares issuable to Mr. Berkman. This transaction resulted in $624,404 plus the loan and call option which resulted in additional paid in capital of $13,431,705 which was reclassified to the Company’s stockholders’ equity as an extinguishment of debt for $14,056,109. Pursuant to the January 7, 2019 acquisition of Regentys Corporation (“Regentys”), the Company acquired $16,505 of loans payable to Regentys shareholders which had a principal balance of $13,200 as of January 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - 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. 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 filed a petition to confirm 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 specific amount of $3.3 million, but only liquidated damages in the amount of $220,000 and the value of 84,000 warrants “as of today” (the date of the award) plus attorney’s fees, certain costs, prejudgment and post-judgment interest (which continues to run on a daily basis) and arbitration fees. Generex has responded that the value of the warrants on the date of the award is $0 or some figure far less than the value calculated by AEXG. The petition to confirm the arbitrator’s award and Generex’s opposition are pending before the Court for a decision. The Company has not recorded any accrual related to this matter. 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. 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 . Line of Credit In connection with the second closing of the acquisition of certain operating assets of Veneto Holdings, L.L.C. and its affiliates, Generex’s wholly owned subsidiary agreed to assume outstanding debt of Veneto subsidiaries to Compass Bank, including obligations under a term loan and a revolving line of credit. Claiming three separate types of default, Compass Bank has demanded payment in full of amounts due under the term loan and revolving line of credit, in an aggregate amount of approximately $3,413,000. Generex believes it has defenses to such demand, including that the bank was not an intended beneficiary of the subsidiary’s agreement to assume the debt. 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. Commitments Lease Agreements There are rental agreements in effect at Hema Diagnostics Systems, Grainland Pharmacy Inc., Empire State Pharmacy Inc., Veneto Holdings, L.L.C., Regentys Corporation and Olaregen Therapeutix Inc. and paid out in the following periods: $360,843 in fiscal year 2019, $399,390 in fiscal year 2020, $184,298 in fiscal year 2021, $120,794 in fiscal year 2022 and $2,774 in fiscal year 2023. Intellectual Property In connection with the Company’s acquisition of Olaregen, intellectual property was acquired that had a valuation of $650,000 prior to being acquired and revalued. This initial $650,000 valuation represented the initial payment remitted by Olaregen in accordance with the $4 million signed commitment agreement entered into with Activation Therapeutics, Inc. The remaining $3.35 million balance is to be paid in quarterly installments equal to 10% of quarterly net sales generated by Activation Therapeutics assuming the Exellagen average selling price per unit exceeds $800. In the event that the average selling price per unit is less than $800 per unit, cost of goods sold shall be excluded from the computation of net sales. |
Net Income Per Share (EPS)
Net Income Per Share (EPS) | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Net Income Per Share (EPS) | Note 6 - 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 and six months ended January 31, 2019. Three Months Ended January 31, Three Months Ended January 31, 2019 2018 Weighted average number of common shares outstanding - Basic 49,967,615 22,430,121 Potentially dilutive common stock equivalents 5,127,472 32,085,329 Weighted average number of common and equivalent shares outstanding-Diluted 55,095,087 54,515,450 Six Months Ended January 31, Six Months Ended January 31, 2019 2018 Weighted average number of common shares outstanding - Basic 36,387,206 22,430,121 Potentially dilutive common stock equivalents 5,127,472 32,085,329 Weighted average number of common and equivalent shares outstanding-Diluted 41,514,678 54,515,450 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 - Stockholders’ Equity: Common Stock On November 13, 2018, the Company declared a stock dividend on its outstanding Common Stock for stockholders of record date to be determined (the “Record Date”). As a result, all stockholders on the Record Date received twenty new shares of Common Stock for each share of Common Stock owned by them as of that date. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the condensed interim consolidated financial statements. 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 During the six months ended January 31, 2019, 1,238,517 common stock payable was issued. As at January 31, 2019, 349,545 shares remain to be issued resulting in common stock payable $201,294. Series H and Series I Convertible Preferred Stock The Company has authorized 109,000 shares of designated non-voting Series H Convertible Preferred Stock with a stated value of $1,000 per share and authorized 6,000 shares of designated non-voting Series I Convertible Preferred Stock with a stated value of $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. On December 1, 2018, after payment of the dividend, B-H Sanford, LLC, converted all of its holding of the Company’ Series H Convertible Preferred Stock owned by it into 25,200,000 shares of common stock. 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. Non-controlling Interest Mr. Berkman agreed, under certain conditions to transfer the remaining 49% of the HDS equity to the Company for a consideration of $1.00. 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. As of December 1, 2018, HDS is a wholly owned subsidiary of the Company. During the six months ended in January 31, 2019, there was a net loss attributable to the non-controlling interest (49%) in HDS of $122,692 and contributions made of $133,679. As of January 31, 2019, and July 31, 2018, the non-controlling interest in HDS was $0 and $5,576,272, respectively. Pursuant to the Company’s acquisition of Regentys on January 7, 2019 to acquire a 51% interest, the Company was issued 12,048,161 shares of Regentys common stock. As of January 31, 2019, Regentys had a total of 18,623,278 shares of common stock and 2,793,192 Series A voting preferred stock for a total of 21,416,470 total voting shares outstanding. As such, there are 9,368,309 of shares that belong to non-controlling interest shareholders which represents a 43.74% non-controlling interest. Pursuant to the Company’s acquisition of Olaregen on January 7, 2019 to acquire a 51% interest, the Company was issued 3,282,632 shares of Olaregen common stock. As of January 31, 2019, Olaregen had a total of 5,648,819 shares of common stock and 592,683 Series A voting preferred stock for a total of 6,241,502 total voting shares outstanding. As such, there are 2,958,870 of shares that belong to non-controlling interest shareholders which represents a 47.41% non-controlling interest. On November 1, 2018, the Company completed its second closing of Veneto Holdings, L.L.C. (“Veneto”) which granted the Company of Rapport Services, LLC (“Rapport”) through the ownership of the units of Class B membership interests providing control of Rapport as only the Class B Member is entitled to elect the nominees to the Board of Managers, which constitute a one percent (1%) ownership in Rapport. The remaining interests represent a 99% non-controlling interest. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 6 Months Ended |
Jan. 31, 2019 | |
Notes to Financial Statements | |
Redeemable Non-Controlling Interest | Note 8 – Redeemable Non-Controlling Interest: Pursuant to the Company’s acquisition of 51% of the outstanding capital stock of Regentys, Regentys had authorized 7,500,000 shares of redeemable Series A Convertible Preferred Stock (“Preferred Stock A”), with a par value of $0.0001 and redemption value of $0.65 per share of which 2,793,192 Preferred Stock A was outstanding as of the date of acquisition and as of January 31, 2019. Preferred Stock may be converted into common stock at the initial conversion ratio of 1:1 which ratio shall be adjusted in accordance with stock dividends, splits, combinations and other similar events, including the sale of additional shares of common or preferred stock and the holders of Preferred Stock A are entitled to vote, together with the holders of Regentys common stock, on all matters submitted to stockholders of Regentys for a vote. At any time after November 1, 2026, the holders of the Company’s Series A Preferred Stock will have the right to require the Company to redeem all or a portion of their shares for cash at a redemption price equal to its liquidation value. Accordingly, this Preferred Stock A was valued to be $4,073,898 at the time of acquisition of Regentys and reclassified as Redeemable Non-Controlling Interest outside of stockholders’ deficit on the condensed interim consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jan. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 9- Stock-Based Compensation Stock Option Plans As of January 31, 2019, 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 240,000,000 shares of common stock reserved for issuance under the 2017 Stock Option Plan (the 2017 Plan). At January 31, 2019, there were 2,817,150 and 233,779,375 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 6,220,625 0.47 Forfeited or expired (214,371 ) (0.05 ) Exercised — — Outstanding - January 31, 2019 6,238,472 $ 0.56 The 6,238,472 outstanding options at January 31, 2019 had a weighted average remaining contractual term of 9.68 years. There were 1,891,979 vested common stock options under the Plan for the period ended January 31, 2019. The compensation expense was $924,845 for the six months ended January 31, 2019. The Company had $222,216 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan at January 31, 2019. The Company granted 6,220,625 options during the six months ended January 31, 2019 and none during the year ended July 31, 2018. 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: January 31, 2019 Exercise price $0.64 - 1.08 Time to expiration 10 years Risk-free interest rate 2.56% - 3.14% Estimated volatility 135.2% - 143.1% Dividend — Stock price at valuation date $0.64 - 1.08 The following table summarizes information on stock options outstanding at January 31, 2019: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at January 31, 2019 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 0.11 2,730,000 $ 0.05 9.68 $ 5,525,000 0.64 1,328,125 0.14 9.76 1,978,906 0.78 1,712,500 0.21 9.87 2,311,875 0.92 200,000 0.03 9.92 242,000 1.08 250,000 0.04 9.93 262,500 30.48 17,850 0.09 1.10 — 6,238,475 $ 0.56 9.74 $ 10,320,281 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on January 31, 2019. The market values as of January 31, 2019 was $2.13 based on the closing bid price for January 31, 2019 |
Acquisitions
Acquisitions | 6 Months Ended |
Jan. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 10 – Acquisitions: 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. On November 30, 2018, the call option was exercised, and the Company acquired the remaining 49% of HDS. 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 January 31, 2019, all warrants relating to this acquisition have been issued which resulted in additional paid in capital of $9,032,435. 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 could be 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 would be exercised. On December 1, 2018, pursuant to the Acquisition Agreement the Company issued the warrant to 15,000,000 additional common shares of Generex to Stephen L. Berkman. 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. Simultaneously, on December 1, 2018, Company exercised the Call Option and acquired the remaining 49% non-controlling interest in HDS. Accordingly, the fair values of the warrants and call option was updated through the issuance and exercise date and the change in the fair value of the contingent purchase consideration of $(4,397,507) and $15,147591 was recorded and included in the condensed interim consolidated statements of operations and comprehensive income for the three- and six-months ending January 31, 2019. The Company adopted a sequencing policy and determined that the warrants with fixed exercise price were excluded from derivative consideration. The remaining fair value of the call option and the warrant payable remaining at the time of exercise of the call option and issuance of the warrant was charged against additional paid-in capital as an elimination of non-controlling interest for $(6,951,015). Fair Value Assumptions Used in Accounting for the Warrant The Company used the Black-Scholes option-pricing model to calculate the fair value of the warrant as of January 31, 2019. 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: December 1, 2018 July 31, 2018 Exercise price 2.50 2.50 Time to expiration 3.14 years 3.47 years Risk-free interest rate 3.01 % 2.77 % Estimated volatility 138.61 % 143.97 % Dividend — — Stock price at valuation date $ 0.9 $ 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 six months ended January 31, 2019 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: December 1, 2018 July 31, 2018 Risk-free interest rate 2.52 % 2.44 % Estimated volatility 164.43 % 129.95 % Remaining Term 1.13 years 1.47 years Stock price at valuation date $ 0.9043 $ 0.0976 Grainland and Empire Pharmacies: 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 note remains active and interest has continued to accrue while new terms of the note are in process of being negotiated. We finalized our allocation of the purchase price as of January 31, 2019. The final allocation of the purchase price as of January 31, 2019, is as follows: Preliminary Allocation as of December 28, 2017 Allocation Adjustments Final Allocation Intangible assets (licenses) $ 276,380 $ — $ 276,380 Property and equipment 19,879 — 19,879 Computer software acquired 5,980 — 5,980 Leasehold Improvements 17,761 — 17,761 Total assets acquired 320,000 — 320,000 Consideration: Note Payable 320,000 320,000 Goodwill $ — $ — The entire value of 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 licenses are placed in service, the Company will determine a useful life. Since acquisition, Grainland Pharmacy Holdings, LLC ceased to operate. Accordingly, the value allocated to its tangible assets, leasehold improvements and licenses acquired for $99,519 was charged to impairment of long-live assets. Veneto: On October 3, 2018, the Company 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, (i) $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, (ii) $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 (iii) the balance will be payable directly to Veneto in cash. The Company had 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 became employees or consultants of the Company, and, therefore, Veneto no longer provides these services. At 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 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 and an additional $1,050,000 of accrued interest on the new $35,000,000 promissory note for a total of $1,112,500 of accrued interest for the six months ended January 31, 2019. On November 1, 2018 the Company consummated the acquisition of the Second Closing Assets, consisting primarily of Veneto’s management services organization business and two additional ancillary services. The aggregate price for the First Closing Assets and the Second Closing Assets was $30,000,000. The Company issued a promissory note in the principal amount of $35,000,000 (the “ New Note On March 29, 2019, the Company entered into an Amendment Agreement (the “ Amendment 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: “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 95,804 — 95,804 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 25,745 — 25,745 Intangible assets, net 35,603 7,110,000 7,145,603 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 The note receivable for $1,387,763 acquired during the first closing of Veneto on October 3, 2018 has since accrued additional interest and holds a balance of $1,406,051 as of January 31, 2019. 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 without 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 Developed Software/Technology $ 780,000 5 Referral Base 3,920,000 15 Non-compete agreements 2,410,000 3 $ 7,110,000 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. Regentys and Olaregen: On January 7, 2019, the Company closed two separate Acquisition Agreements pursuant to which the Company acquired a 51% interest in both Regentys Corporation (“Regentys”) and Olaregen Therapeutix Inc. (“Olaregen”). The Company accounted for the acquisitions of both Regentys and Olaregen as business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The fair values assigned to Regentys’ and Olaregen’s tangible and identifiable intangible assets acquired, and liabilities assumed are based on management’s estimates and assumptions. The estimated fair values of these assets acquired, and liabilities assumed are considered preliminary and are based on the information that was available as of the date of the acquisition. The preliminary estimated fair values of assets acquired, and liabilities assumed, and identifiable intangible assets may be subject to change as additional information is received. Thus, the provisional measurements of fair value are subject to change. The Company expects to finalize the valuations as soon as practicable, but not later than one year from the closing date. Regentys: On November 28, 2018, Generex and Regentys closed the acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of fifteen million dollars ($15,000,000). On January 7, 2019 the Company completed a definitive Stock Purchase Agreement and related documents effecting the transactions contemplated by the LOI. Pursuant to a Stock Purchase Agreement between the Company and Regentys (the “Purchase Agreement”) the Company acquired 12,048,161 newly issued shares of the Regentys common stock representing 51% percent of the issued and outstanding capital stock of Regentys (“Regentys Shares”). In addition to $400,000 paid to Regentys upon signing of the LOI, the purchase price for the Regentys Shares will consist of the following cash payments, with the proceeds intended to be used for specific purposes, as noted: • $3,450,000 to initiate pre-clinical activities on or before January 15, 2018. As of the date this quarterly report was filed, the Company has paid $650,000 and the remaining balance of $2,800,000 is payable on or before April 1, 2019. • $2,000,000 to initiate patient recruitment activities on or before May 1, 2019. • $3,000,000 to initiate a first-in-human pilot study on or before September 1, 2019. • $5,000,000 to initiate a human pivotal study on or before February 1, 2020. • $1,150,000 to submit a 510(k) de novo submission to the FDA on or about February 1, 2021. The Company issued its Promissory Note in the amount of $14,600,000 (the “Note’) representing its obligation to pay the above amounts. The Note is secured by a pledge of the Regentys shares pursuant to a Pledge and Security Agreement. In the event that Generex does not make any of the first three payments listed above, at Regentys’ option either: • Generex will forfeit all of the Regentys shares issued with no refund of amounts paid; or • Generex will issue shares of its common stock to Regentys equivalent to 110% of the value of the missing payment, which shares will be registered for resale. In the event Generex does not make either or both of the fourth and fifth payments, its share ownership of Regentys will be proportionately reduced. On March 14, 2019, the Company and Regentys amended the Stock Purchase Agreement and Promissory Note to extend the due date of the remaining balance of the first tranche of Guaranteed Payments amounting to $2,800,000 on or before April 1, 2019. The extension of this due date has no impact on the existing schedule of future payments or any additional terms within the Note. Generex did not furnish payments on April 1, 2019. Regentys has not filed any notice of default as of the date of publication, and Generex continues to provide Regentys with business opportunities continuing the relationship. Fair Value of the Regentys Acquisition The following table summarizes the allocation of the preliminary purchase price as of the Regentys acquisition: Preliminary Allocation as of January 7, 2019 Cash and cash equivalents $ 61,857 Other current assets 13,138 Property and equipment, net 444 Accounts payable and accrued liabilities (1,181,920 ) Notes payable (639,009 ) Loans from related parties (16,506 ) Net Tangible Assets $ (1,761,996 ) Note receivable from Generex 14,345,205 In-process research & development 3,510,680 Deferred tax liability (889,782 ) Redeemable non-controlling interest (4,073,898 ) Non-controlling interest (9,870,762 ) Total Fair Value of Assets Acquired 1,259,447 Consideration: Cash paid prior to the time of closing 400,000 Note receivable from Generex 14,345,205 Total Purchase Price 14,745,205 Goodwill $ 13,485,758 The redeemable non-controlling interest of $4,073,898, representing the Series Stock A, was determined by deducting the total consideration paid of $14,745,205 from the total purchase value totaling $28,689,865 based on a convergence method in an Option Pricing Model using the Regentys capital structure with 12,048,161 newly issued shares of the Regentys common stock representing 51% percent of the issued and outstanding capital stock of Regentys. See Note 8 – Redeemable Non-Controlling Interest. Olaregen: On November 27, 2018, Generex and 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). As of January 7, 2019, the Company completed a definitive Stock Purchase Agreement (“Purchase Agreement”) and related documents effecting the transactions contemplated by the LOI. The Company acquired 3,282,632 newly issued shares of the Olaregen common stock representing 51% percent of the issued and outstanding capital stock of Olaregen (“Olaregen Shares”). In addition to $400,000 paid to Olaregen upon signing of the LOI, the purchase price for the Olaregen Shares will consist of the following cash payments: • $800,000 on or before January 15, 2019. The Company has paid this installment. • $800,000 on or before January 31, 2019. As of the date this quarterly report was filed, the Company has paid $200,000 of this installment and remaining balance of $600,000 is payable on or before April 1, 2019. • $3,000,000 on or before April 1, 2019. • $1,000,000. On or before May 31, 2019. • $6,000,000.00 on or before September 30, 2019. The Company issued its Promissory Note in the amount of $11,600,000 (the “Note’) representing its obligation to pay the above amounts. The Note is secured by a pledge of the Olaregen shares pursuant to a Pledge and Security Agreement. In the event that Generex fails to pay the installment due on September 30, 2019, Generex will forfeit the shares allocated to that installment (1,600,000 Olaregen shares) and Olaregen will be entitled to “claw back” fifty percent (50%) of any and all shares paid for by the prior payments. On March 14, 2019, the Company and Olaregen amended the Stock Purchase Agreement and Promissory Note to extend the due date of the remaining balance of the second tranche of Guaranteed Payments amounting to $600,000 on or before April 1, 2019. The extension of this due date has no impact on the existing schedule of future payments or any additional terms within the Note. Generex did not furnish payments on April 1, 2019. Olaregen has not filed any notice of default as of the date of publication, and Generex continues to provide Olaregen with business opportunities continuing the relationship. In the event Generex does not make any other payments, its share ownership of Olaregen will be proportionately reduced. Generex has a limited anti-dilution right under the Purchase Agreement, to ensure that Generex will retain 51% ownership in Olaregen for a period of time. Fair Value of the Olaregen Acquisition The following table summarizes the allocation of the preliminary purchase price as of the Olaregen acquisition: Preliminary Allocation as of January 7, 2019 Cash and cash equivalents $ 608,419 Prepaid expenses 20,488 Inventory 408,501 Other current assets 37,950 Accounts payable (216,670 ) Accrued liabilities (216,694 ) Net Tangible Assets $ 641,994 Note receivable from Generex 11,472,663 In-process research & development 3,980,000 Non-compete agreement 790,000 Deferred tax liability (1,040,173 ) Non-controlling interest (11,999,559 ) Total assets acquired $ 3,844,925 Non-controlling interest — Consideration: Cash paid prior to the time of closing 400,000 Note receivable from Generex 11,472,663 Goodwill $ 8,027,738 The components of the acquired intangible assets were as follows: Amount Useful Life (Years) In-process research and development $ 3,980,000 — Non-compete agreement 790,000 3 $ 4,770,000 — Deferred Tax Liability As a result of the acquisition of Regentys and Olaregen, the purchase price allocation attributed to deferred tax liability of $889,782 and $1,040,173, respectfully. The Company has deferred tax assets of over $92 million with a full allowance equally to the to the amount of the deferred tax asset. Although the Company deferred tax assets are in excess of deferred tax liabilities totaling $1,929,955, the Company cannot offset the deferred tax liabilities against its deferred tax assets due to the uncertainty of the Company to realize any value of its deferred tax assets. In addition, the Company acquired 51% of each of Regentys and Olaregen, less than the 80% required to permit the Company to consolidate with Regentys and Olaregen for tax purposes. Therefore, the deferred tax liabilities will be reported separately until such time that the Company determines otherwise. Unaudited Supplemental Pro Forma Data Unaudited pro forma results of operations for the six months ended January 31, 2018 and 2017 as though the Company acquired HDS, Veneto, Olaregen, Grainland, Empire and Regentys (the “Acquired Companies”) on the first day of each fiscal year are set forth below. Six months Ended January 31 2018 2017 Revenues $ 5,839,903 $ 19,407,319 Cost of revenues 2,810,874 7,622,676 Gross profit 3,029,029 11,784,643 Operating expenses 6,406,594 13,592,954 Operating loss (3,377,565 ) (1,808,311 ) Other income (expense) (202,760 ) (123,688 ) Net loss $ (3,580,325 ) (1,931,999 ) Comprehensive net loss $ (3,580,325 ) $ (1,931,999 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jan. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 11 – Goodwill and Intangible Assets Goodwill and Intangible Assets The change in the carrying amount of goodwill and other intangible assets for the year ended July 31, 2018 and six-month period ended January 31, 2019, is as follows: Total Goodwill Other Intangibles, net Balance as of July 31, 2018 $ 3,187,757 $ — $ 3,187,757 Acquisition of Veneto - "First Closing" 8,919,585 8,883,982 35,603 Acquisition of Veneto - "Second Closing" 23,403,948 16,293.948 7,110,000 Purchase of intangible assets 26,488 — 26,488 Acquisition of Regentys 16,996,438 13,485,758 3,510,680 Acquisition of Olaregen 12,797,737 8,027,737 4,770,000 Close of Grainland Pharmacy (88,311 ) — (88,311 ) Amortization of Veneto developed software/technology (39,000 ) — (39,000 ) Amortization of Veneto referral base (65,333 ) — (65,333 ) Amortization of Veneto non-compete agreement (200,833 ) — (200,833 ) Amortization of Olaregen non-compete agreement (17,315 ) — (17,315 ) Balance as of January 31, 2019 $ 64,921,161 $ 46,691,425 $ 18,229,736 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. As noted in Note 10, the non-compete agreement acquired in conjunction with the Olaregen acquisition is currently being amortized over a 3 year useful life. Goodwill represents the excess of the purchase price over the fair market value of net assets acquired. Goodwill for HDS was $13.4 million as of the date of the acquisition. 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. |
Notes Payable
Notes Payable | 6 Months Ended |
Jan. 31, 2019 | |
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 . 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 January 24, 2019, Generex entered into Securities Purchase Agreements with 3 investors pursuant to which the Company agreed to sell and sold convertible notes bearing interest at 10% per annum (the “Notes”) in the aggregate principal amount of $2,110,000. The purchase price of the Notes was $2,010,000 and the remaining $100,000 of principal amount represents original issue discount. Pursuant to the Securities Purchase Agreements, Generex also sold warrants to the investors to purchase up to an aggregate 120,570 shares of common stock. The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a multinomial lattice model. The Company recognized derivative liability on convertible notes of $2,353,139 and derivative liability on warrants of $192,671 at January 31, 2019. The change in fair value of the derivative liabilities resulted in a gain of $142,725 for the six months ended January 31, 2019. Subject to certain ownership limitations, the Notes will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price determined as follows: the lesser of • A price determined as of the date of closing; and • 70% of the lowest volume weighted average trading price of the common stock on the ten days prior to conversion. Pursuant to the Company’s closing of the acquisition of Veneto, the aggregate purchase price for the Assets is $35,000,000 which is included as a Promissory Note. Refer to Note 10 for details. Pursuant to its wholly owned subsidiary NuGenerex, the Company completed the acquisition of the assets and 100% of the membership interests of two pre-operational pharmacies, Empire State Pharmacy Holdings, LLC and Grainland Pharmacy Holdings, LLC, pursuant to the bills of sale for a consideration of $320,000 Promissory Note. Refer to Note 10 for details. Pursuant to its acquisition of Regentys, the Company inherited convertible notes with several investors which collectively holds a principal balance plus accreted interest of $610,369 as of January 31, 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2019 | |
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. Generex Biotechnology Corporation (“Generex”) will issue to holders of Generex common stock a dividend of shares of its wholly owned subsidiary Antigen Express, Inc., d/b/a NuGenerex Immuno-Oncology. Generex shareholders will receive a dividend of one share of Antigen Express, Inc. for every four shares of Generex common stock. The Record Date for the dividend was January 30, 2019, the Payment Date is February 25, 2019. On February 8, 2019, Generex Biotechnology Corporation (the “Company”) closed under a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell and sold a convertible note bearing interest at 10% per annum (the “Note”) in the principal amount of $750,000. The purchase price of the Note was $712,500 and the remaining $37,500 of principal amount represents original issue discount. Pursuant to the Securities Purchase Agreements, the Company also sold to the Investor warrants to purchase up to an aggregate 45,000 shares of common stock. On February 15, 2019, Generex Biotechnology Corporation (the “Company”) entered into, and on February 22, 2019, Generex closed under a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell and sold a convertible note bearing interest at 10% per annum (the “Note”) in the principal amount of $750,000 . On March 14, 2019, the Company and Olaregen amended the Stock Purchase Agreement and Promissory Note to extend the due date of the remaining balance of the second payment and the third payment of Guaranteed Payments amounting to $600,000 on or before April 1, 2019. On March 14, 2019, the Company and Regentys amended the Stock Purchase Agreement and Promissory Note to extend the due date of the remaining balance of the first tranche of Guaranteed Payments amounting to $2,800,000 on or before April 1, 2019. On March 29, 2019, the Company entered into an Amendment Agreement (the “ Amendment |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
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. |
Cost of Goods Sold | Cost of Goods Sold |
Inventories | 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. |
Reclassifications to Prior Period Financial Statements and Adjustments | Reclassifications to Prior Period Financial Statements and Adjustments Certain reclassifications have been made in the Company’s condensed interim consolidated financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest As a result of the acquisition of Regentys with redeemable convertible preferred stock classified as a mezzanine instrument outside of the its equity accounts, such amounts are reclassified as redeemable non-controlling interest as the carrying value determined by the purchase price allocation at the time of the acquisition of Regentys. |
Derivative Financial Instruments | Derivative Financial Instruments As a result of the adoption of ASU 2017-11 in the second quarter, the Company has no derivative financials instruments with down round features classified as a liability at January 31, 2019. |
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. • ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” ASC 815-40 (formerly SFAS No. 133 “Accounting for derivative instruments and hedging activities”), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF-00-19 “Accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock”) to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula and present value pricing. At January 31, 2019, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its condensed interim consolidated statement of operations and comprehensive loss. • 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 condensed interim 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 condensed interim 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 condensed interim 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 condensed interim consolidated financial statements and related disclosures. |
Recently Issued Accounting Standards | 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 December 15, 2019. The Company is evaluating the effect that ASU 2018-13 will have on its condensed interim consolidated financial statements. |
Restatement of previously iss_2
Restatement of previously issued condensed interim consolidated financial statements (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Notes to Financial Statements | |
Restatement | Note 2 – Restatement of previously issued condensed interim consolidated financial statements The Company determined that its previously issued condensed interim consolidated financial statements as of and for the three and six months ended January 31, 2019, as originally filed with the Securities and Exchange Commission on March 25, 2019, should no longer be relied upon since the auditors had not completed their interim review and their comments were not incorporated into the documents as filed primarily related the recent acquisitions of the assets and operations Veneto Holdings LLC, valuation and purchase price allocations of the acquisition of Regentys and Olaregen and related notes and disclosures. The effects of these restatement adjustments on (i) the Company’s Condensed Interim Consolidated Balance Sheet as of January 31, 2019, (ii) the Company’s Condensed Interim Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended January 31, 2019, (iii) the Company’s Condensed Interim Consolidated Statement of Stockholders’ Equity/(Deficit) for the six months ended January 31, 2019 and (iv) the Company’s Condensed Consolidated Statement of Cash Flows for the six months ended January 31, 2018 are presented below. The restatement adjustments are described below: • Our balance sheets as of January 31, 2019 by recording an overall increase in Total Assets and Total Liabilities, Redeemable Non-Controlling Interest, and Stockholder’s Equity by approximately $310,000 as a result of recording approximately $4.0 million of Redeemable Non-Controlling Interest, and reclassification of $3.0 million of Additional Paid-in Capital and a reduction of approx. $1.8 million of Preferred Series A Stock related to the acquisition of Regentys Corporation; and by recording approximately $750,000 of Additional Paid-in Capital, and reclassification and reduction of approx. $1.0 million of Preferred Series A Stock and additional reclassifications of accounts receivable and an increase in cash of approximately $187,000 related to the recent acquisitions. Goodwill and intangible assets had a net decrease of approx. $19,000 which included: increase of $143,000 to account for the reduction of impairment of Grainland’s intangible assets, increase of $400,000 related to the purchase price allocation adjustment of goodwill for the Regentys acquisition, decrease of $250,000 related to the purchase price allocation adjustment of goodwill for the Olaregen acquisition, decrease of approx. $6,000 to goodwill which should have been classified as other current assets and decrease of intangible assets of approx. $305,000 to record amortization on Veneto intangible assets. • Our statements of operations for the three months and six months ended January 31, 2019. As a result of the restatement, our consolidated net income for the three months and six months ended January 31, 2018 increased by approximately $167,000, and a reclassification and elimination of intercompany accounts and transactions resulting in a reduction of approximately $1.4 million of Revenues and General and Administrative Expenses related to the operations of the Veneto acquisition, and a reduction and reclassification of an Impairment of a Long-Lived Asset by approximately $142,000 related other activities. • Our statement of cash flows for the six months ended January 31, 2019 resulted in an increase in cash of approximately $187,000 primarily from changes in the operations of the acquired assets from Veneto acquisition. • Additional notes and comments follow each following statement comparing the financial statements and amounts previously filed with the restated financial statements and amounts. Impacts of restatement The effects of the restatement on the line items within the Company’s condensed interim consolidated balance sheets as of January 31, 2019 are as follows: GENEREX BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS January 31, 2019 As previously reported Adjusted Restated ASSETS Current Assets Cash and cash equivalents $ 2,186,377 $ 187,444 (a) (b) $ 2,373,821 Accounts receivable, net 2,466,138 (170,077 ) (a) 2,296,061 Inventory, net 1,099,508 — 1,099,508 Other current assets 280,271 6,168 (c) 286,439 Total current assets 6,032,294 23,535 6,055,829 Property and equipment 645,607 — 645,607 Notes receivable - noncurrent (Note 10) 1,406,051 — 1,406,051 Goodwill and intangible assets (Note 11) 64,939,874 (18,713 ) (c) 64,921,161 Patents, net 21,987 — 21,987 Other assets, net 18,821 — 18,821 TOTAL ASSETS $ 73,064,634 $ 4,822 $ 73,069,456 LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current Liabilities Accounts payable and accrued expenses $ 16,917,095 $ (53,104 ) (d) $ 16,863,991 Notes payable, current (Note 10 and 12) 40,919,835 48,486 (d) 40,968,321 Loans from related parties (Note 4) 13,200 — 13,200 Other current liabilities — 4,620 (d) 4,620 Deferred tax liability (Note 10) 1,930,495 (540 ) (e) 1,929,955 Total Current Liabilities 59,780,625 (538 ) 59,780,087 Notes payable - noncurrent 149,637 (149,637 ) (f) — Other noncurrent liabilities — 171,562 (g) 171,562 Derivative liability - convertible notes (Note 12) 2,545,810 (192,671 ) (h) 2,353,139 Derivative liability - warrants (Note 12) — 192,671 (h) 192,671 Warrants to be issued (Note 10) — — — Total Liabilities 62,476,072 21,387 62,497,459 Redeemable non-controlling interest (Note 8) — 4,073,898 (i) 4,073,898 Stockholders’ Equity (Note 7) Series H Convertible Preferred Stock, $.001 par value; authorized 109,000 shares, 0 and 63,000 issued shares at January 31, 2019 and July 31, 2018, respectively — — — Series I Convertible Preferred Stock, $.001 par value; authorized 6,000 shares, 0 and 16,590 issued shares at January 31, 2019 and July 31, 2018, respectively — — — Regentys Series A Redeemable Convertible Preferred Stock, $0.0001 par value; authorized 2,793,192 shares, issued shares at January 31, 2019 and July 31, 2018, respectively. 1,815,575 (1,815,575 ) (j)(c) — Olaregen Series A Preferred Stock, $0.001 par value; authorized 592,683 and 0 shares at January 31, 2019 and July 31, 2018, respectively; 592,683 and 0 issued shares at January 31, 2019 and July 31, 2018, respectively 1,000,000 (1,000,000 ) (k)(c) — Common stock, $.001 par value; authorized 750,000,000 and 750,000,000 shares at January 31, 2019 and July 31, 2018, respectively; 60,362,164 and 22,430,121 issued and outstanding at January 31, 2019 and July 31, 2018, respectively 60,362 — 60,362 Common stock payable 201,294 — 201,294 Additional paid-in capital 384,414,252 2,966,116 (l)(c)(j)(k) 387,380,368 Accumulated deficit (403,460,965 ) (167,104 ) (b)(c)(e)(f)(g) (403,628,069 ) Accumulated other comprehensive income 800,446 — 800,446 Non-controlling interest (Note 7) 25,757,598 (4,073,900 ) (i) 21,683,698 Total Stockholders’ Equity 10,588,562 (16,565 ) 10,571,997 TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY $ 73,064,634 $ 4,822 $ 73,069,456 Going Concern (Note 1) Commitments & Contingencies (Note 5) Subsequent Events (Note 12) (a) Adjustment of $170,077 to (1) increase "Cash" and (2) decrease "Accounts receivable" to recognize the collection of $170,077 of accounts receivables related to the Veneto acquired assets (b) Adjustment of $17,367 to decrease "Cash" to record the payment of interest related to the Veneto acquired assets. (c) Adjustment recorded to reduce the impairment of long-lived assets of $230,932 to $88,311 related to the closing of the Grainland pharmacy, (2) increase goodwill by $400,000 related to the purchase price allocation of the Regentys acquisition, (3) decrease goodwill by $250,000 related to the purchase price allocation of the Olaregen acquisition, (4) decrease goodwill by $6,168 which should have been classified as other current assets, (5) decrease intangible assets by $305,166 to recognize amortization expense on Veneto intangible assets. (d) Adjustment to (1) reclassify $53,104 of "Accrued interest" to "Notes payable, current" related to the acquisition of Olaregen, and (2) reclassify $4,620 from "Notes payable" to "Other current liability". (e) Adjustment of $540 of "Deferred tax liability" related to the Olaregen purchase price allocation. (f) Adjustment of $149,637 to reduce "Notes payable" to (1) reclassify $140,271 related to deferred rent against "General and administrative expenses", and (2) to reclass $9,366 to "Other noncurrent liabilities" related to finance leases. (g) Adjustment of $171,562 to increase "Other noncurrent liabilities" to (1) reclassify $162,196 related leasehold tenant allowance, and (2) $9,366 related to finance leases from "Note payable - noncurrent" to "Other noncurrent liabilities." (h) Adjustment to reclassify $192,671 from "Derivative liability - convertible notes" to "Derivative liability - warrants". (i) Adjustment to reclassify $4,033,898 from "Non-controlling interest" to 'Redeemable non-controlling interest" related to the purchase price allocation of the Regentys acquisition. (j) Adjustment to eliminate $1,815,575 of Regentys Series A Preferred Stock in conjunction with the revised purchase price allocation of the Regentys acquisition (k) Adjustment to eliminate $1,000,000 of Olaregen Series A Preferred Stock in conjunction with the revised purchase price allocation of the Olaregen acquisition (l) Adjustment to reduce "Additional paid-in capital" (APIC) of $2,996,116 due to a reduction of APIC of (1) $2,215,575 related to the Regentys acquisition, and (2) $750,541 related to the Olaregen acquisition. The effects of the restatement on the line items within the Company’s condensed interim consolidated statements of operations and comprehensive income for the six months ended January 31, 2019 are as follows: GENEREX BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Six Months Ended January 31, 2019 As previously reported Adjusted Restated Revenue, net $ 6,567,942 $ (1,406,529 ) (a)(b) $ 5,161,413 Total Revenue 6,567,942 (1,406,529 ) 5,161,413 Cost of Goods Sold 2,882,300 — 2,882,300 Gross Profit 3,685,642 (1,406,529 ) 2,279,113 Operating expenses Research and development 991,005 — 991,005 General and administrative 9,868,110 (1,096,805 ) (b)(a) 8,771,305 Total operating expenses 10,859,115 (1,096,805 ) 9,762,310 Operating Loss (7,173,473 ) (309,724 ) (7,483,197 ) Other Income (Expense): Interest expense (2,262,936 ) — (2,262,936 ) Interest income 768 — 768 Changes in fair value of contingent purchase consideration (Note 10) 15,147,591 — 15,147,591 Change in fair value of derivative liability (Note 12) 142,725 — 142,725 Impairment of long-lived assets (Note 10) (242,139 ) 142,620 (c) (99,519 ) Other income, net (47,436 ) — (47,436 ) Net Income 5,565,100 (167,104 ) 5,397,996 Net loss attributable to noncontrolling interests (Note 7) (360,403 ) — (360,403 ) Net Income Available to Common Stockholders $ 5,925,503 $ (167,104 ) $ 5,758,399 Net Income per Common Share Basic $ 0.16 $ (0.00 ) $ 0.16 Diluted $ 0.16 $ (0.02 ) $ 0.14 Shares Used to Compute Income per Share (Note 6) Basic 36,387,206 (0.00 ) 36,387,206 Diluted 36,387,206 (0.00 ) 41,514,648 Comprehensive Income: Net Income $ 5,925,503 $ (167,104 ) $ 5,758,399 Change in foreign currency translation adjustments 2,024 — 2,024 Comprehensive Income Available to Common Stockholders $ 5,927,527 $ (167,104 ) $ 5,760,423 (a) Revenue adjustment of $1,406,529 was reduced to eliminate intercompany revenue related to the Veneto acquisition against "general and administrative expenses." (b) General and administrative expense adjustment of $1,096,805 was primarily due to (1) reduce and eliminate an intercompany account related to the Veneto acquired operations against "revenues" for $1,406,529, (2) a $17,367 decrease in "General and administrative expenses" to record interest expense originating from the Veneto acquired operations and increase "cash", (3) adjustment to correct and remove deferred rent expense of $21,925 recorded against rent expense related to the Veneto acquired assets, and (4) adjustment to recognize $305,166 amortization expense on Veneto intangible assets acquired in November 3, 2018 "Second Closing." (c) Reclassification and reduction of "Impairment of goodwill" to "Impairment of long-lived assets" of $142,620 related to the closing of the Grainland Pharmacy. The effects of the restatement on the line items within the Company’s condensed interim consolidated statement of cash flow as of January 31, 2019 are as follows: GENEREX BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS January 31, 2019 As previously reported Adjusted Restated CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 5,565,100 $ (167,104 ) $ 5,397,996 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 73,034 305,166 378,200 Issuance of stock options as compensation 924,845 — 924,845 Changes in fair value of contingent purchase consideration (15,147,591 ) — (15,147,591 ) Change in fair value of derivative liabilities - convertible notes 202,500 (380,344 ) (177,844 ) Change in fair value of derivative liabilities - warrants — 35,119 35,119 Impairment of long-lived assets — 99,519 99,519 Changes in operating assets and liabilities: Accounts receivable 516,822 170,067 686,889 Inventory 389,924 (3,937 ) 385,987 Accounts payable and accrued expenses 3,285,385 11,245 3,296,630 Accrued interest on notes receivable (18,288 ) — (18,288 ) Other current assets 9,094 (6,158 ) 2,936 Other assets, net (10,997 ) — (10,997 ) Other current liabilities — 4,620 4,620 Other noncurrent liabilities — 171,562 171,562 Net used in operating activities (4,210,172 ) 239,755 (3,970,417 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (10,070 ) (16,601 ) (26,671 ) Purchase of intangible assets — (26,488 ) (26,488 ) Disposal of property and equipment (5,393 ) 5,393 — Issuance of note payable 13,986 (13,986 ) — Cash received in acquisition of a business 1,722,814 — 1,722,814 Net cash provided by (used in) investing activities 1,721,337 (51,682 ) 1,669,655 CASH FLOWS FROM FINANCING ACTIVITIES Loan proceeds from related party (3,305 ) — (3,305 ) Payment of notes payable (28,011 ) (629 ) (28,640 ) Proceeds from note payable 3,524,460 — 3,524,460 Investment in subsidiary by noncontrolling interest 133,679 — 133,679 Net cash provided by financing activities 3,626,823 (629 ) 3,626,194 Effects of currency translation on cash and cash equivalents 2,024 — 2,024 Net increase (decrease) in cash and cash equivalents 1,140,012 187,444 1,327,456 Cash and cash equivalents, beginning of period 1,046,365 — 1,046,365 Cash and cash equivalents, end of period $ 2,186,377 $ 187,444 $ 2,373,821 Supplemental Disclosure of Cash Flow Information Acquisition of Veneto assets & liabilities - First Closing $ — $ (13,947,462 ) $ (13,947,462 ) Acquisition of Veneto assets & liabilities - Second Closing $ — $ (19,948,909 ) $ (19,948,909 ) Acquisition of Regentys assets & liabilities $ — $ (337,538 ) $ (337,538 ) Acquisition of Olaregen assets & liabilities $ — $ 212,355 $ 212,355 Extinguishment of HDS debt $ — $ (14,056,109 ) $ (14,056,109 ) Note payable issued for acquisition of a business $ — $ 35,000,000 $ 35,000,000 Discounts on note payable and convertible debt $ — $ 165,833 $ 165,833 Market value of convertible notes $ — $ (2,110,000 ) $ (2,110,000 ) Derivative liability - convertible notes $ — $ 2,530,983 $ 2,530,983 Derivative liability - convertible warrants $ — $ 157,552 $ 157,552 Conversion of series H 9% convertible preferred stock to common stock $ — $ 25,200 $ 25,200 Conversion of series I 9% convertible preferred stock to common stock $ — $ 6,631 $ 6,631 |
Net Income Per Share (EPS) (Tab
Net Income Per Share (EPS) (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Computation of diluted EPS | 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 and six months ended January 31, 2019. Three Months Ended January 31, Three Months Ended January 31, 2019 2018 Weighted average number of common shares outstanding - Basic 49,967,615 22,430,121 Potentially dilutive common stock equivalents 5,127,472 32,085,329 Weighted average number of common and equivalent shares outstanding-Diluted 55,095,087 54,515,450 Six Months Ended January 31, Six Months Ended January 31, 2019 2018 Weighted average number of common shares outstanding - Basic 36,387,206 22,430,121 Potentially dilutive common stock equivalents 5,127,472 32,085,329 Weighted average number of common and equivalent shares outstanding-Diluted 41,514,678 54,515,450 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
Schedule of warrants exercised | 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common stock options granted, forfeited or expired and exercised | 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 6,220,625 0.47 Forfeited or expired (214,371 ) (0.05 ) Exercised — — Outstanding - January 31, 2019 6,238,472 $ 0.56 |
Fair value assumptions used in Black-Scholes option-pricing | The following assumptions were used in the Black-Scholes option-pricing model: January 31, 2019 Exercise price $0.64 - 1.08 Time to expiration 10 years Risk-free interest rate 2.56% - 3.14% Estimated volatility 135.2% - 143.1% Dividend — Stock price at valuation date $0.64 - 1.08 |
Information on stock options outstanding | The following table summarizes information on stock options outstanding at January 31, 2019: Options Outstanding and Options Exercisable Range of Exercise Price Number Outstanding at January 31, 2019 Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 0.11 2,730,000 $ 0.05 9.68 $ 5,525,000 0.64 1,328,125 0.14 9.76 1,978,906 0.78 1,712,500 0.21 9.87 2,311,875 0.92 200,000 0.03 9.92 242,000 1.08 250,000 0.04 9.93 262,500 30.48 17,850 0.09 1.10 — 6,238,475 $ 0.56 9.74 $ 10,320,281 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Net purchase price of HDS | 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 |
Fair Value Assumptions Used in Accounting for Warrants | The key inputs used in the fair value calculations were as follows: December 1, 2018 July 31, 2018 Exercise price 2.50 2.50 Time to expiration 3.14 years 3.47 years Risk-free interest rate 3.01 % 2.77 % Estimated volatility 138.61 % 143.97 % Dividend — — Stock price at valuation date $ 0.9 $ 0.1 |
Fair Value Assumptions Used in Accounting for Call Options | The following assumptions were used in estimating the value of the Call Option: December 1, 2018 July 31, 2018 Risk-free interest rate 2.52 % 2.44 % Estimated volatility 164.43 % 129.95 % Remaining Term 1.13 years 1.47 years Stock price at valuation date $ 0.9043 $ 0.0976 |
Purchase price allocated as of acquisition date | The final allocation of the purchase price as of January 31, 2019, is as follows: Preliminary Allocation as of December 28, 2017 Allocation Adjustments Final Allocation Intangible assets (licenses) $ 276,380 $ — $ 276,380 Property and equipment 19,879 — 19,879 Computer software acquired 5,980 — 5,980 Leasehold Improvements 17,761 — 17,761 Total assets acquired 320,000 — 320,000 Consideration: Note Payable 320,000 320,000 Goodwill $ — $ — |
Estimated amortization expense | 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 Developed Software/Technology $ 780,000 5 Referral Base 3,920,000 15 Non-compete agreements 2,410,000 3 $ 7,110,000 |
Schedule of Finite-Lived Intangible Assets | The components of the acquired intangible assets were as follows: Amount Useful Life (Years) In-process research and development $ 3,980,000 — Non-compete agreement 790,000 3 $ 4,770,000 — |
Supplemental Pro Forma | Unaudited pro forma results of operations for the six months ended January 31, 2018 and 2017 as though the Company acquired HDS, Veneto, Olaregen, Grainland, Empire and Regentys (the “Acquired Companies”) on the first day of each fiscal year are set forth below. Six months Ended January 31 2018 2017 Revenues $ 5,839,903 $ 19,407,319 Cost of revenues 2,810,874 7,622,676 Gross profit 3,029,029 11,784,643 Operating expenses 6,406,594 13,592,954 Operating loss (3,377,565 ) (1,808,311 ) Other income (expense) (202,760 ) (123,688 ) Net loss $ (3,580,325 ) (1,931,999 ) Comprehensive net loss $ (3,580,325 ) $ (1,931,999 ) |
Veneto Holdings, L.L.C. | |
Summary of 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: “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 95,804 — 95,804 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 25,745 — 25,745 Intangible assets, net 35,603 7,110,000 7,145,603 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 |
Regentys | |
Summary of Acquisition | The following table summarizes the allocation of the preliminary purchase price as of the Regentys acquisition: Preliminary Allocation as of January 7, 2019 Cash and cash equivalents $ 61,857 Other current assets 13,138 Property and equipment, net 444 Accounts payable and accrued liabilities (1,181,920 ) Notes payable (639,009 ) Loans from related parties (16,506 ) Net Tangible Assets $ (1,761,996 ) Note receivable from Generex 14,345,205 In-process research & development 3,510,680 Deferred tax liability (889,782 ) Redeemable non-controlling interest (4,073,898 ) Non-controlling interest (9,870,762 ) Total Fair Value of Assets Acquired 1,259,447 Consideration: Cash paid prior to the time of closing 400,000 Note receivable from Generex 14,345,205 Total Purchase Price 14,745,205 Goodwill $ 13,485,758 |
Olaregen | |
Summary of Acquisition | The following table summarizes the allocation of the preliminary purchase price as of the Olaregen acquisition: Preliminary Allocation as of January 7, 2019 Cash and cash equivalents $ 608,419 Prepaid expenses 20,488 Inventory 408,501 Other current assets 37,950 Accounts payable (216,670 ) Accrued liabilities (216,694 ) Net Tangible Assets $ 641,994 Note receivable from Generex 11,472,663 In-process research & development 3,980,000 Non-compete agreement 790,000 Deferred tax liability (1,040,173 ) Non-controlling interest (11,999,559 ) Total assets acquired $ 3,844,925 Non-controlling interest — Consideration: Cash paid prior to the time of closing 400,000 Note receivable from Generex 11,472,663 Goodwill $ 8,027,738 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill and other intangible assets | The change in the carrying amount of goodwill and other intangible assets for the year ended July 31, 2018 and six-month period ended January 31, 2019, is as follows: Total Goodwill Other Intangibles, net Balance as of July 31, 2018 $ 3,187,757 $ — $ 3,187,757 Acquisition of Veneto - "First Closing" 8,919,585 8,883,982 35,603 Acquisition of Veneto - "Second Closing" 23,403,948 16,293948 7,110,000 Purchase of intangible assets 26,488 — 26,488 Acquisition of Regentys 16,996,438 13,485,758 3,510,680 Acquisition of Olaregen 12,797,737 8,027,737 4,770,000 Close of Grainland Pharmacy (88,311 ) — (88,311 ) Amortization of Veneto developed software/technology (39,000 ) — (39,000 ) Amortization of Veneto referral base (65,333 ) — (65,333 ) Amortization of Veneto non-compete agreement (200,833 ) — (200,833 ) Amortization of Olaregen non-compete agreement (17,315 ) — (17,315 ) Balance as of January 31, 2019 $ 64,921,161 $ 46,691,425 $ 18,229,736 |
Organization of Business and _2
Organization of Business and Going Concern (Details Narrative) - USD ($) | Jan. 07, 2019 | Nov. 02, 2018 | Jan. 31, 2019 | Oct. 03, 2018 | Jan. 18, 2017 |
Accumulated deficit | $ 403,000,000 | ||||
Working capital deficiency | $ 54,000,000 | ||||
Secured promissory note Description | On January 7, 2019, the Company closed two separate Acquisition Agreements pursuant to which the Company acquired a 51% interest in both Regentys Corporation (“Regentys”) and Olaregen Therapeutix Inc. (“Olaregen”). Regentys is a regenerative medicine company focused on developing novel treatments for patients with gastrointestinal (GI) disorders. Olaregen is a New York based regenereative medicine company that is preparing to lauch its proprietary, patented, wound conforming gel matrix, Excellagen, an FDA 510K Cleared wound healing product. The terms of the Regentys acquisition included on upfront payment of $400,000, plus $14,600,000 to be paid according to a milestone-based schedule. The terms of the Olaregen acquisition included on upfront payment of $400,000, plus $11,600,000 to be paid according to a milestone-based schedule. | ||||
Veneto Holdings, L.L.C. | |||||
Secured promissory note | $ 15,000,000 | ||||
Secured promissory note Description | On November 1, 2018 the Company consummated the acquisition of the Second Closing Assets, consisting primarily of Veneto’s management services organization business and two additional ancillary services. The aggregate price for the First Closing Assets and the Second Closing Assets was $30,000,000. The Company issued a promissory note in the principal amount of $35,000,000 (the “New Note”) consisting of the $30,000,000 purchase price and a $5,000,000 original issue discount, as the sole consideration payable on the Second Closing Date. On January 15, 2019, the Company entered into an Amendment Agreement (the “Amendment”) with Veneto and the equity owners of Veneto entered into restructuring payment of the Note. At the time of filing the Amendment is still negotiating terms and as such, has not been finalized. | ||||
Hema Diagnostic Systems, LLC | |||||
Majority interest | 51.00% |
Restatement of previously iss_3
Restatement of previously issued condensed interim consolidated financial statements - Balance Sheet (Details) - USD ($) | Jan. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2018 | Jul. 31, 2017 | Mar. 27, 2017 |
Current Assets: | |||||
Cash and cash equivalents | $ 2,373,821 | $ 1,046,365 | $ 2,048,067 | $ 2,879,165 | |
Accounts receivable, net | 2,296,061 | 33,555 | |||
Inventory, net | 1,099,508 | 12,075 | |||
Other current assets | 286,439 | 96,251 | |||
Total Current Assets | 6,055,829 | 1,188,246 | |||
Property and equipment | 645,607 | 31,536 | |||
Notes receivable - noncurrent | 1,406,051 | ||||
Goodwill and Intangible assets | 64,921,161 | 3,187,757 | |||
Patents, net | 21,987 | 23,280 | |||
Other assets, net | 18,821 | 7,824 | |||
TOTAL ASSETS | 73,069,456 | 6,606,854 | |||
Current Liabilities: | |||||
Accounts payable and accrued expenses | 16,863,991 | 11,044,774 | |||
Notes payable, current | 40,968,321 | 320,000 | |||
Loans from related parties | 13,200 | 13,864,241 | |||
Other current liabilities | 4,620 | ||||
Deferred tax liability | 1,929,955 | ||||
Total Current Liabilities | 59,780,087 | 25,229,015 | |||
Notes payable - noncurrent | |||||
Other noncurrent liabilities | 171,562 | ||||
Derivative liability - convertible notes | 2,353,139 | ||||
Derivative liability - warrants | 192,671 | ||||
Warrants to be issued | 24,962,507 | ||||
Total Liabilities | 62,497,459 | 50,191,522 | |||
Redeemable non-controlling interest | 4,073,898 | ||||
Stockholders' Equity : | |||||
Common stock, $.001 par value; authorized 750,000,000 and 750,000,000 shares at January 31, 2019 and July 31, 2018, respectively; 60,362,164 and 22,430,121 issued and outstanding at January 31, 2019 and July 31, 2018, respectively | 60,362 | 22,430 | |||
Common stock payable | 201,294 | 2,168,951 | |||
Additional paid-in capital | 387,380,368 | 368,388,265 | |||
Accumulated deficit | (403,628,069) | (409,386,468) | |||
Accumulated other comprehensive income | 800,446 | 798,422 | |||
Non-controlling interest | 21,683,698 | (5,576,272) | |||
Total Stockholders' Deficiency | 10,571,997 | (43,584,668) | $ (79,876,231) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 73,069,456 | 6,606,854 | |||
Olaregen Series A Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | |||||
Series I Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | 1 | ||||
Regentys Series A Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | |||||
Series H Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | 3 | $ 3,000,000 | |||
Adjusted [Member] | |||||
Current Assets: | |||||
Cash and cash equivalents | 187,444 | ||||
Accounts receivable, net | (170,077) | ||||
Inventory, net | |||||
Other current assets | 6,168 | ||||
Total Current Assets | 23,535 | ||||
Property and equipment | |||||
Notes receivable - noncurrent | |||||
Goodwill and Intangible assets | (18,713) | ||||
Patents, net | |||||
Other assets, net | |||||
TOTAL ASSETS | 4,822 | ||||
Current Liabilities: | |||||
Accounts payable and accrued expenses | (53,104) | ||||
Notes payable, current | 48,486 | ||||
Loans from related parties | |||||
Other current liabilities | 4,620 | ||||
Deferred tax liability | (540) | ||||
Total Current Liabilities | (538) | ||||
Notes payable - noncurrent | (149,637) | ||||
Other noncurrent liabilities | 171,562 | ||||
Derivative liability - convertible notes | (192,671) | ||||
Derivative liability - warrants | 192,671 | ||||
Warrants to be issued | |||||
Total Liabilities | 21,387 | ||||
Redeemable non-controlling interest | 4,073,898 | ||||
Stockholders' Equity : | |||||
Common stock, $.001 par value; authorized 750,000,000 and 750,000,000 shares at January 31, 2019 and July 31, 2018, respectively; 60,362,164 and 22,430,121 issued and outstanding at January 31, 2019 and July 31, 2018, respectively | |||||
Common stock payable | |||||
Additional paid-in capital | 2,966,116 | ||||
Accumulated deficit | (167,104) | ||||
Accumulated other comprehensive income | |||||
Non-controlling interest | (4,073,900) | ||||
Total Stockholders' Deficiency | (16,565) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 4,822 | ||||
Adjusted [Member] | Olaregen Series A Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | (1,000,000) | ||||
Adjusted [Member] | Series I Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | |||||
Adjusted [Member] | Regentys Series A Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | (1,815,575) | ||||
Adjusted [Member] | Series H Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | |||||
As Previously Reported [Member] | |||||
Current Assets: | |||||
Cash and cash equivalents | 2,186,377 | $ 1,046,365 | |||
Accounts receivable, net | 2,466,138 | ||||
Inventory, net | 1,099,508 | ||||
Other current assets | 280,271 | ||||
Total Current Assets | 6,032,294 | ||||
Property and equipment | 645,607 | ||||
Notes receivable - noncurrent | 1,406,051 | ||||
Goodwill and Intangible assets | 64,939,874 | ||||
Patents, net | 21,987 | ||||
Other assets, net | 18,821 | ||||
TOTAL ASSETS | 73,064,634 | ||||
Current Liabilities: | |||||
Accounts payable and accrued expenses | 16,917,095 | ||||
Notes payable, current | 40,919,835 | ||||
Loans from related parties | 13,200 | ||||
Other current liabilities | |||||
Deferred tax liability | 1,930,495 | ||||
Total Current Liabilities | 59,780,625 | ||||
Notes payable - noncurrent | 149,637 | ||||
Other noncurrent liabilities | |||||
Derivative liability - convertible notes | 2,545,810 | ||||
Derivative liability - warrants | |||||
Warrants to be issued | |||||
Total Liabilities | 62,476,072 | ||||
Redeemable non-controlling interest | |||||
Stockholders' Equity : | |||||
Common stock, $.001 par value; authorized 750,000,000 and 750,000,000 shares at January 31, 2019 and July 31, 2018, respectively; 60,362,164 and 22,430,121 issued and outstanding at January 31, 2019 and July 31, 2018, respectively | 60,362 | ||||
Common stock payable | 201,294 | ||||
Additional paid-in capital | 384,414,252 | ||||
Accumulated deficit | (403,460,965) | ||||
Accumulated other comprehensive income | 800,446 | ||||
Non-controlling interest | 25,757,598 | ||||
Total Stockholders' Deficiency | 10,588,562 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 73,064,634 | ||||
As Previously Reported [Member] | Olaregen Series A Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | 1,000,000 | ||||
As Previously Reported [Member] | Series I Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | |||||
As Previously Reported [Member] | Regentys Series A Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock | 1,815,575 | ||||
As Previously Reported [Member] | Series H Convertible Preferred Stock | |||||
Stockholders' Equity : | |||||
Convertible Preferred Stock |
Restatement of previously iss_4
Restatement of previously issued condensed interim consolidated financial statements - Balance Sheet (Details Narrative) - $ / shares | Jan. 31, 2019 | Oct. 26, 2018 | Jul. 31, 2018 | Mar. 27, 2017 | Feb. 09, 2017 | Jan. 18, 2017 |
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 | 60,362,164 | 4,830,000 | 22,430,121 | 2,179,989 | 1,117,011 | |
Common stock, shares outstanding | 60,362,164 | 22,430,121 | ||||
Series I Convertible Preferred Stock | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Convertible preferred stock, shares authorized | 6,000 | 6,000 | ||||
Convertible preferred stock, shares issued | 0 | 6,000 | ||||
Olaregen Series A Preferred Stock [Member] | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Convertible preferred stock, shares authorized | 592,683 | 0 | ||||
Convertible preferred stock, shares issued | 592,683 | 0 | ||||
Regentys Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, shares authorized | 2,793,192 | 2,793,192 | ||||
Series H Convertible Preferred Stock | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | ||||
Convertible preferred stock, shares issued | 0 | 63,000 | 63,000 |
Restatement of previously iss_5
Restatement of previously issued condensed interim consolidated financial statements - Statements of operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
Revenue | |||||
Revenue, net | $ 3,442,265 | $ 5,161,413 | $ 2,218 | ||
Total Revenue | 3,442,265 | 700,000 | 5,161,413 | 702,218 | |
Cost of Goods Sold | 2,011,679 | 2,882,300 | |||
Gross Profit | 1,430,586 | 700,000 | 2,279,113 | 702,218 | |
Operating expenses | |||||
Research and development | 810,938 | 150,897 | 991,005 | 388,679 | |
General and administrative | 6,498,664 | 714,689 | 8,771,305 | 1,116,050 | |
Total Operating Expenses | 7,309,602 | 865,586 | 9,762,310 | 1,504,729 | |
Operating Loss | (5,879,016) | (165,586) | (7,483,197) | (802,511) | |
Other Income (Expense): | |||||
Interest expense | (2,097,220) | (142,245) | (2,262,936) | (277,190) | |
Interest income | 768 | ||||
Changes in fair value of contingent purchase consideration | (4,397,507) | (9,521,747) | 15,147,591 | 18,776,629 | |
Change in fair value of derivative liability | 142,725 | ||||
Impairment of long-lived assets | (99,519) | ||||
Other income, net | (51,322) | (47,436) | |||
Net Income (Loss) | (12,524,584) | (9,829,578) | 5,397,996 | 17,696,928 | $ 35,948,698 |
Net (loss) attributable to noncontrolling interests | (272,147) | (92,934) | (360,403) | (209,467) | |
Net (Loss) Income Available to Common Stockholders | $ (12,252,437) | $ (9,736,644) | $ 5,758,399 | $ 17,906,395 | |
Basic | $ (.25) | $ (.43) | $ 0.16 | $ 16.76 | |
Diluted | $ (.25) | $ (.43) | $ 0.14 | $ 6.90 | |
Basic | 49,967,615 | 22,430,121 | 36,387,206 | 22,430,121 | |
Diluted | 49,967,615 | 22,430,121 | 41,514,678 | 54,515,450 | |
Comprehensive Income (Loss): | |||||
Net Income | $ (12,252,437) | $ (9,736,644) | $ 5,758,399 | $ 17,906,395 | |
Change in foreign currency translation adjustments | (15,730) | 2,024 | (3,898) | ||
Comprehensive Income Available to Common Stockholders | $ (12,252,437) | $ (9,752,374) | 5,760,423 | $ 17,902,497 | |
Adjusted [Member] | |||||
Revenue | |||||
Revenue, net | (1,406,529) | ||||
Total Revenue | (1,406,529) | ||||
Cost of Goods Sold | |||||
Gross Profit | (1,406,529) | ||||
Operating expenses | |||||
Research and development | |||||
General and administrative | (1,096,805) | ||||
Total Operating Expenses | (1,096,805) | ||||
Operating Loss | (309,724) | ||||
Other Income (Expense): | |||||
Interest expense | |||||
Interest income | |||||
Changes in fair value of contingent purchase consideration | |||||
Change in fair value of derivative liability | |||||
Impairment of long-lived assets | 142,620 | ||||
Other income, net | |||||
Net Income (Loss) | (167,104) | ||||
Net (loss) attributable to noncontrolling interests | |||||
Net (Loss) Income Available to Common Stockholders | $ (167,104) | ||||
Basic | $ 0 | ||||
Diluted | $ (0.02) | ||||
Basic | |||||
Diluted | |||||
Comprehensive Income (Loss): | |||||
Net Income | $ (167,104) | ||||
Change in foreign currency translation adjustments | |||||
Comprehensive Income Available to Common Stockholders | (167,104) | ||||
As Previously Reported [Member] | |||||
Revenue | |||||
Revenue, net | 6,567,942 | ||||
Total Revenue | 6,567,942 | ||||
Cost of Goods Sold | 2,882,300 | ||||
Gross Profit | 3,685,642 | ||||
Operating expenses | |||||
Research and development | 991,005 | ||||
General and administrative | 9,868,110 | ||||
Total Operating Expenses | 10,859,115 | ||||
Operating Loss | (7,173,473) | ||||
Other Income (Expense): | |||||
Interest expense | (2,262,936) | ||||
Interest income | 768 | ||||
Changes in fair value of contingent purchase consideration | 15,147,591 | ||||
Change in fair value of derivative liability | 142,725 | ||||
Impairment of long-lived assets | (242,139) | ||||
Other income, net | (47,436) | ||||
Net Income (Loss) | 5,565,100 | ||||
Net (loss) attributable to noncontrolling interests | (360,403) | ||||
Net (Loss) Income Available to Common Stockholders | $ 5,925,503 | ||||
Basic | $ 0.16 | ||||
Diluted | $ 0.16 | ||||
Basic | 36,387,206 | ||||
Diluted | 36,387,206 | ||||
Comprehensive Income (Loss): | |||||
Net Income | $ 5,925,503 | ||||
Change in foreign currency translation adjustments | 2,024 | ||||
Comprehensive Income Available to Common Stockholders | $ 5,927,527 |
Restatement of previously iss_6
Restatement of previously issued condensed interim consolidated financial statements - Statements Of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net Income (Loss) | $ (12,524,584) | $ (9,829,578) | $ 5,397,996 | $ 17,696,928 | $ 35,948,698 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 378,200 | 2,022 | |||
Issuance of stock options as compensation | 924,845 | ||||
Changes in fair value of contingent purchase consideration | (15,147,591) | (18,776,629) | |||
Change in fair value of derivative liabilities - convertible notes | (177,844) | ||||
Change in fair value of derivative liabilities - warrants | 35,119 | ||||
Impairment of long-lived assets | 99,519 | 99,519 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 686,889 | (175) | |||
Inventory | 385,987 | (2,011) | |||
Accounts payable and accrued expenses | 3,296,630 | 211,670 | |||
Accrued interest on notes receivable | (18,288) | ||||
Other current assets | 2,936 | (205,097) | |||
Other assets, net | (10,997) | ||||
Other current liabilities | 4,620 | ||||
Other noncurrent liabilities | 171,562 | ||||
Net Cash Used in Operating Activities | (3,970,417) | (1,073,292) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (26,671) | (5,385) | |||
Purchase of intangible assets | (26,488) | ||||
Disposal of propoerty and equipment | |||||
Issuance of note payable | |||||
Cash received in acquisition of a business | 1,722,814 | ||||
Net cash used in investing activities | 1,669,655 | (5,385) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Loan proceeds from related party | (3,305) | 126,101 | |||
Payment of notes payable | (28,640) | ||||
Proceeds from note payable | 3,524,460 | ||||
Investment in subsidiary by noncontrolling interest | 133,679 | 125,376 | 327,593 | ||
Net Cash Provided by Financing Activities | 3,626,194 | 251,477 | |||
Effects of currency translation on cash and cash equivalents | 2,024 | (3,898) | |||
Net increase (decrease) in Cash and Cash Equivalents | 1,327,456 | (831,098) | |||
Cash and Cash Equivalents, beginning of period | 1,046,365 | 2,879,165 | $ 2,879,165 | ||
Cash and Cash Equivalents, end of period | 2,373,821 | $ 2,048,067 | 2,373,821 | 2,048,067 | |
Supplemental Disclosure of Cash Flow Information | |||||
Acquisition of Veneto assets & liabilities - First Closing | (13,947,462) | ||||
Acquisition of Veneto assets & liabilities - Second Closing | (19,948,909) | ||||
Acquisition of Regentys assets & liabilities | (337,538) | ||||
Acquisition of Olaregen assets & liabilities | 212,355 | ||||
Extinguishment of HDS debt | (14,056,109) | ||||
Note payable issued for acquisition of a business | 35,000,000 | 320,000 | |||
Discounts on note payable and convertible debt | 165,833 | ||||
Market value of convertible notes | (2,110,000) | ||||
Derivative liability - convertible notes | 2,530,983 | ||||
Derivative liability - convertible warrants | 157,552 | ||||
Conversion of series H convertible preferred stock to common stock | 25,200 | ||||
Conversion of series I convertible preferred stock to common stock | 6,631 | ||||
As Previously Reported [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net Income (Loss) | 5,565,100 | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 73,034 | ||||
Issuance of stock options as compensation | 924,845 | ||||
Changes in fair value of contingent purchase consideration | (15,147,591) | ||||
Change in fair value of derivative liabilities - convertible notes | 202,500 | ||||
Change in fair value of derivative liabilities - warrants | |||||
Impairment of long-lived assets | |||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 516,822 | ||||
Inventory | 389,924 | ||||
Accounts payable and accrued expenses | 3,285,385 | ||||
Accrued interest on notes receivable | (18,288) | ||||
Other current assets | 9,094 | ||||
Other assets, net | (10,997) | ||||
Other current liabilities | |||||
Other noncurrent liabilities | |||||
Net Cash Used in Operating Activities | (4,210,172) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (10,070) | ||||
Purchase of intangible assets | |||||
Disposal of propoerty and equipment | (5,393) | ||||
Issuance of note payable | 13,986 | ||||
Cash received in acquisition of a business | 1,722,814 | ||||
Net cash used in investing activities | 1,721,337 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Loan proceeds from related party | (3,305) | ||||
Payment of notes payable | (28,011) | ||||
Proceeds from note payable | 3,524,460 | ||||
Investment in subsidiary by noncontrolling interest | 133,679 | ||||
Net Cash Provided by Financing Activities | 3,626,823 | ||||
Effects of currency translation on cash and cash equivalents | 2,024 | ||||
Net increase (decrease) in Cash and Cash Equivalents | 1,140,012 | ||||
Cash and Cash Equivalents, beginning of period | 1,046,365 | ||||
Cash and Cash Equivalents, end of period | 2,186,377 | 2,186,377 | |||
Supplemental Disclosure of Cash Flow Information | |||||
Acquisition of Veneto assets & liabilities - First Closing | |||||
Acquisition of Veneto assets & liabilities - Second Closing | |||||
Acquisition of Regentys assets & liabilities | |||||
Acquisition of Olaregen assets & liabilities | |||||
Extinguishment of HDS debt | |||||
Note payable issued for acquisition of a business | |||||
Discounts on note payable and convertible debt | |||||
Market value of convertible notes | |||||
Derivative liability - convertible notes | |||||
Derivative liability - convertible warrants | |||||
Conversion of series H convertible preferred stock to common stock | |||||
Conversion of series I convertible preferred stock to common stock | |||||
Adjusted [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net Income (Loss) | (167,104) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 305,166 | ||||
Issuance of stock options as compensation | |||||
Changes in fair value of contingent purchase consideration | |||||
Change in fair value of derivative liabilities - convertible notes | (380,344) | ||||
Change in fair value of derivative liabilities - warrants | 35,119 | ||||
Impairment of long-lived assets | 99,519 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 170,067 | ||||
Inventory | (3,937) | ||||
Accounts payable and accrued expenses | 11,245 | ||||
Accrued interest on notes receivable | |||||
Other current assets | (6,158) | ||||
Other assets, net | |||||
Other current liabilities | 4,620 | ||||
Other noncurrent liabilities | 171,562 | ||||
Net Cash Used in Operating Activities | 239,755 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (16,601) | ||||
Purchase of intangible assets | (26,488) | ||||
Disposal of propoerty and equipment | 5,393 | ||||
Issuance of note payable | (13,986) | ||||
Cash received in acquisition of a business | |||||
Net cash used in investing activities | (51,682) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Loan proceeds from related party | |||||
Payment of notes payable | (629) | ||||
Proceeds from note payable | |||||
Investment in subsidiary by noncontrolling interest | |||||
Net Cash Provided by Financing Activities | (629) | ||||
Effects of currency translation on cash and cash equivalents | |||||
Net increase (decrease) in Cash and Cash Equivalents | 187,444 | ||||
Cash and Cash Equivalents, end of period | $ 187,444 | 187,444 | |||
Supplemental Disclosure of Cash Flow Information | |||||
Acquisition of Veneto assets & liabilities - First Closing | (13,947,462) | ||||
Acquisition of Veneto assets & liabilities - Second Closing | (19,948,909) | ||||
Acquisition of Regentys assets & liabilities | (337,538) | ||||
Acquisition of Olaregen assets & liabilities | 212,355 | ||||
Extinguishment of HDS debt | (14,056,109) | ||||
Note payable issued for acquisition of a business | 35,000,000 | ||||
Discounts on note payable and convertible debt | 165,833 | ||||
Market value of convertible notes | (2,110,000) | ||||
Derivative liability - convertible notes | 2,530,983 | ||||
Derivative liability - convertible warrants | 157,552 | ||||
Conversion of series H convertible preferred stock to common stock | 25,200 | ||||
Conversion of series I convertible preferred stock to common stock | $ 6,631 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Jan. 31, 2019 | |
Computers and technological assets [Member] | |
Estimated useful lives | 3-5 years |
Machinery and Equipment [Member] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Estimated useful lives | The shorter of the expected useful life of the improvement or the lease term |
Loan from Related Parties (Deta
Loan from Related Parties (Details Narrative) - USD ($) | 1 Months Ended | |
Jan. 18, 2019 | Jul. 31, 2018 | |
Berkman | ||
Agreement terms | Pursuant to the January 18, 2017 Acquisition, Mr. Berkman agreed, under certain conditions to transfer the remaining 49% of the HDS equity to the Company for a consideration of $1.00. 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. In addition to the assignment of the HDS interests, Mr. Berkman released these loans 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 closing price was $18.99, resulting in 32,881 shares issuable to Mr. Berkman. This transaction resulted in $624,404 plus the loan and call option which resulted in additional paid in capital of $13,431,705 which was reclassified to the Company’s stockholders’ equity as an extinguishment of debt for $14,056,109. | |
Hema Diagnostic Systems, LLC | ||
Interest rate | 0.75% | |
Outstanding balance | $ 13,239,837 | |
Accrued interest | $ 191,869 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 02, 2018 | Nov. 27, 2019 | Aug. 22, 2017 | Dec. 31, 2011 | Nov. 16, 2012 | Jan. 24, 2019 | Nov. 25, 2018 | Oct. 26, 2018 | Jul. 31, 2018 |
Commitments and Contingencies | 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. | ||||||||
Rental payments, 2019 | $ 360,843 | ||||||||
Rental Payment, 2020 | 399,390 | ||||||||
Rental payment, 2021 | 184,298 | ||||||||
Rental payment, 2022 | 120,794 | ||||||||
Rental payment, 2023 | $ 2,774 | ||||||||
Litigation awards for damages | $ 315,695 | ||||||||
Litigation awards, exercisable shares | 84,000 | ||||||||
Exercise price | $ 2.50 | ||||||||
Note amount | $ 2,110,000 | $ 1,060,000 | $ 682,000 | ||||||
Revolving line of credit | $ 3,413,000 | ||||||||
Alternative Execution Group [Member] | |||||||||
Memorandum of Understanding description | The petition includes a demand of $3,300,360 as the value of the Warrants. The arbitrator did not award the specific amount of $3.3 million, but only liquidated damages in the amount of $220,000 and the value of 84,000 warrants “as of today” (the date of the award) plus attorney’s fees, certain costs, prejudgment and post-judgment interest (which continues to run on a daily basis) and arbitration fees. Generex has responded that the value of the warrants on the date of the award is $0 or some figure far less than the value calculated by AEXG. The petition to confirm the arbitrator’s award and Generex’s opposition are pending before the Court for a decision. | ||||||||
Olaregen | |||||||||
Intellectual property acquired | $ 650,000 | ||||||||
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 (
Net (Loss) / Income Per Share (“EPS”) - Computation of diluted EPS (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Accounting Policies [Abstract] | ||||
Weighted average number of common shares outstanding - Basic | 49,967,615 | 22,430,121 | 36,387,206 | 22,430,121 |
Potentially dilutive common stock equivalents | 5,127,472 | 32,085,329 | 5,127,472 | 32,085,329 |
Weighted average number of common and equivalent shares outstanding-Diluted | 55,095,087 | 54,515,450 | 41,514,678 | 54,515,450 |
Net (Loss)_ Income Per Share (_
Net (Loss)/ Income Per Share (“EPS”) (Details Narrative) - shares | 3 Months Ended | 6 Months Ended |
Jan. 31, 2019 | Jan. 31, 2019 | |
Accounting Policies [Abstract] | ||
Weighted average number of common stock equivalents not included in diluted income per share | 17,850 | 17,850 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Exercised (Details) | 6 Months Ended |
Jan. 31, 2019shares | |
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 ($) | Jan. 07, 2019 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | Dec. 01, 2018 | Nov. 30, 2018 | Nov. 27, 2018 | Oct. 26, 2018 | Mar. 27, 2017 | Feb. 28, 2017 | Feb. 09, 2017 | Jan. 31, 2017 | Jan. 18, 2017 |
Common stock issued | 60,362,164 | 60,362,164 | 22,430,121 | 4,830,000 | 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 | ||||||||||||||
Common stock payable, Shares | 1,238,517 | ||||||||||||||
Common stock payable, Amount | $ 201,294 | ||||||||||||||
Warrants exercised, shares | 6,607,629 | ||||||||||||||
Net (loss) attributable to noncontrolling interests | $ (272,147) | $ (92,934) | (360,403) | $ (209,467) | |||||||||||
Investment in subsidiary by noncontrolling interest | 133,679 | $ 125,376 | $ 327,593 | ||||||||||||
Non-controlling interest | $ 21,683,698 | $ 21,683,698 | $ (5,576,272) | ||||||||||||
Series H Convertible Preferred Stock | |||||||||||||||
Common stock issued upon conversion of preferred stock | 25,200,000 | 25,200,000 | |||||||||||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | 109,000 | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible preferred stock, shares issued | 0 | 0 | 63,000 | 63,000 | |||||||||||
Convertible preferred stock shares issued value | $ 3 | $ 3,000,000 | |||||||||||||
Series I Convertible Preferred Stock | |||||||||||||||
Convertible preferred stock, shares authorized | 6,000 | 6,000 | 6,000 | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible preferred stock, shares issued | 0 | 0 | 6,000 | ||||||||||||
Convertible preferred stock shares issued value | $ 1 | ||||||||||||||
Olaregen Series A Preferred Stock [Member] | |||||||||||||||
Convertible preferred stock, shares authorized | 592,683 | 592,683 | 0 | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible preferred stock, shares issued | 592,683 | 592,683 | 0 | ||||||||||||
Convertible preferred stock shares issued value | |||||||||||||||
Regentys Series A Redeemable Convertible Preferred Stock [Member] | |||||||||||||||
Convertible preferred stock, shares authorized | 2,793,192 | 2,793,192 | 2,793,192 | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Convertible preferred stock shares issued value | |||||||||||||||
Hema Diagnostic Systems, LLC | |||||||||||||||
Net (loss) attributable to noncontrolling interests | (122,692) | ||||||||||||||
Investment in subsidiary by noncontrolling interest | $ 133,679 | ||||||||||||||
B-H Sanford, LLC | |||||||||||||||
Common stock issued upon conversion of preferred stock | 25,200,000 | ||||||||||||||
Salvo | |||||||||||||||
Common stock issued upon conversion of preferred stock | 3,354,645 | ||||||||||||||
Moscato | |||||||||||||||
Common stock issued upon conversion of preferred stock | 3,276,000 | ||||||||||||||
Remain To Be Issued | |||||||||||||||
Common stock issued | 349,545 | ||||||||||||||
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 | |||||||||||||
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 | ||||||||||||||
Regentys | |||||||||||||||
Non-controlling interest | $ (9,870,762) | ||||||||||||||
LOI Terms | Pursuant to the Company’s acquisition of Regentys on January 7, 2019 to acquire a 51% interest, the Company was issued 12,048,161 shares of Regentys common stock. As of January 31, 2019, Regentys had a total of 18,623,278 shares of common stock and 2,793,192 Series A voting preferred stock for a total of 21,416,470 total voting shares outstanding. As such, there are 9,368,309 of shares that belong to non-controlling interest shareholders which represents a 43.74% non-controlling interest. | ||||||||||||||
Olaregen | |||||||||||||||
Non-controlling interest | $ (11,999,559) | ||||||||||||||
LOI Terms | Pursuant to the Company’s acquisition of Olaregen on January 7, 2019 to acquire a 51% interest, the Company was issued 3,282,632 shares of Olaregen common stock. As of January 31, 2019, Olaregen had a total of 5,648,819 shares of common stock and 592,683 Series A voting preferred stock for a total of 6,241,502 total voting shares outstanding. As such, there are 2,958,870 of shares that belong to non-controlling interest shareholders which represents a 47.41% non-controlling interest. | ||||||||||||||
Post Reverse Stock Split | |||||||||||||||
Common stock issued | 4,830,000 | ||||||||||||||
Net Purchase Price | |||||||||||||||
Common stock issued | 5,947,431 | ||||||||||||||
After Closing | |||||||||||||||
Common stock issued | 420 | ||||||||||||||
At Closing | |||||||||||||||
Common stock issued | 1,117,011 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Details Narrative) | Jan. 31, 2019USD ($) |
Notes to Financial Statements | |
Redeemable Non-Controlling Int | $ 4,073,898 |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common stock options granted, forfeited or expired and exercised (Details) | 6 Months Ended |
Jan. 31, 2019$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Outstanding, Beginning | shares | 232,218 |
Options Granted | shares | 6,220,625 |
Options Forfeited or expired | shares | (214,371) |
Options Exercised | shares | |
Options Outstanding, End | shares | 6,238,472 |
Weighted Average Exercise Price per Share, Beginning | $ / shares | $ 1.46 |
Weighted Average Exercise Price per Share, Granted | $ / shares | 0.47 |
Weighted Average Exercise Price per Share, Forfeited or expired | $ / shares | (0.05) |
Weighted Average Exercise Price per Share, Exercised | $ / shares | |
Weighted Average Exercise Price per Share, End | $ / shares | $ 0.56 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions used in Black-Scholes option-pricing (Details) | 6 Months Ended |
Jan. 31, 2019$ / shares | |
Time to expiration | 10 years |
Dividend | |
Minimum [Member] | |
Exercise price | $ 0.64 |
Risk-free interest rate | 2.56% |
Estimated volatility | 135.20% |
Stock price at period end date | $ 0.64 |
Maximum [Member] | |
Exercise price | $ 1.08 |
Risk-free interest rate | 3.14% |
Estimated volatility | 143.10% |
Stock price at period end date | $ 1.08 |
Stock-Based Compensation - Info
Stock-Based Compensation - Information on stock options outstanding (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2018 | |
Options Outstanding | 6,238,472 | 232,218 |
Weighted Average Exercise Price per Share | $ 0.56 | $ 1.46 |
Options Weighted Average Remaining Life (Years) | 9 years 8 months 26 days | |
Options Aggregate Intrinsic Value | $ 10,320,281 | |
Exercise Price 0.64 | ||
Options Range of Exercise Price | $ 0.64 | |
Options Outstanding | 1,328,125 | |
Weighted Average Exercise Price per Share | $ 0.14 | |
Options Weighted Average Remaining Life (Years) | 9 years 9 months 3 days | |
Options Aggregate Intrinsic Value | $ 1,978,906 | |
Exercise Price 0.78 | ||
Options Range of Exercise Price | $ 0.78 | |
Options Outstanding | 1,712.500 | |
Weighted Average Exercise Price per Share | $ 0.21 | |
Options Weighted Average Remaining Life (Years) | 9 years 10 months 14 days | |
Options Aggregate Intrinsic Value | $ 2,311,875 | |
Exercise Price 0.92 | ||
Options Range of Exercise Price | $ 0.92 | |
Options Outstanding | 200,000 | |
Weighted Average Exercise Price per Share | $ 0.03 | |
Options Weighted Average Remaining Life (Years) | 9 years 11 months 1 day | |
Options Aggregate Intrinsic Value | $ 242,000 | |
Exercise Price 1.08 | ||
Options Range of Exercise Price | $ 1.08 | |
Options Outstanding | 250,000 | |
Weighted Average Exercise Price per Share | $ 0.04 | |
Options Weighted Average Remaining Life (Years) | 9 years 11 months 4 days | |
Options Aggregate Intrinsic Value | $ 262,500 | |
Exercise Price 30.48 | ||
Options Range of Exercise Price | $ 30.48 | |
Options Outstanding | 17,850 | |
Weighted Average Exercise Price per Share | $ 0.09 | |
Options Weighted Average Remaining Life (Years) | 1 year 1 month 6 days | |
Options Aggregate Intrinsic Value | ||
Exercise Price 0.11 | ||
Options Range of Exercise Price | $ 0.11 | |
Options Outstanding | 2,730,000 | |
Weighted Average Exercise Price per Share | $ 0.05 | |
Options Weighted Average Remaining Life (Years) | 9 years 8 months 5 days | |
Options Aggregate Intrinsic Value | $ 5,525,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2018 | |
Outstanding options | 6,238,472 | 232,218 |
Market value | $ 2.13 | |
Options granted | 6,220,625 | |
Stock Options | ||
Outstanding options | 6,238,472 | |
Outstanding options, weighted average remaining contractual term | 9 years 8 months 5 days | |
Compensation expense | $ 924,845 | |
Unrecognized compensation costs | $ 222,216 | |
Options granted | 6,220,625 | |
Stock Option Plan 2017 | ||
Common stock reserved for future issuance | 240,000,000 | |
Common stock reserved for future awards | 233,779,375 | |
Stock Option Plan 2006 | ||
Common stock reserved for future issuance | 2,835,000 | |
Common stock reserved for future awards | 2,817,150 | |
Options vested | 1,891,979 |
Acquisitions - Net purchase pri
Acquisitions - Net purchase price of HDS (Details) - USD ($) | 6 Months Ended | ||||
Jan. 18, 2017 | Jan. 31, 2019 | Oct. 26, 2018 | Jul. 31, 2018 | Feb. 09, 2017 | |
Purchase price: | |||||
Shares | 1,117,011 | 60,362,164 | 4,830,000 | 22,430,121 | 2,179,989 |
After Closing | |||||
Purchase price: | |||||
Stock Price at Closing | $ 0.23 | ||||
Shares | 420 | ||||
Fair Value | $ 95 | ||||
Post Reverse Stock Split | |||||
Purchase price: | |||||
Stock Price at Closing | $ 0.23 | ||||
Shares | 4,830,000 | ||||
Fair Value | $ 1,097,100 | ||||
Net Purchase Price | |||||
Purchase price: | |||||
Shares | 5,947,431 | ||||
Fair Value | $ 1,350,916 | ||||
At Closing | |||||
Purchase price: | |||||
Stock Price at Closing | $ 0.23 | ||||
Shares | 1,117,011 | ||||
Fair Value | $ 253,721 |
Acquisitions - Fair Value Assum
Acquisitions - Fair Value Assumptions Used in Accounting for Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
Time to expiration | 10 years | ||
Dividend | |||
Call Option | |||
Risk-free interest rate | 2.52% | 2.44% | |
Estimated volatility | 164.43% | 129.95% | |
Stock price at period end date | $ 0.9043 | $ 0.0976 | |
Warrant | |||
Exercise price | $ 2.50 | $ 2.50 | |
Time to expiration | 3 years 1 month 20 days | 3 years 5 months 20 days | |
Risk-free interest rate | 3.01% | 2.77% | |
Estimated volatility | 138.61% | 143.97% | |
Dividend | |||
Stock price at period end date | $ 0.9 | $ 0.1 |
Acquisitions - Fair Value Ass_2
Acquisitions - Fair Value Assumptions Used in Accounting for Call Options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jan. 31, 2018 | Jul. 31, 2018 | |
Call Option | ||
Risk-free interest rate | 2.52% | 2.44% |
Estimated volatility | 164.43% | 129.95% |
Remaining Term | 1 year 1 month 16 days | 1 year 5 months 20 days |
Stock price at valuation date | $ 0.9043 | $ 0.0976 |
Warrant | ||
Risk-free interest rate | 3.01% | 2.77% |
Estimated volatility | 138.61% | 143.97% |
Stock price at valuation date | $ 0.9 | $ 0.1 |
Acquisitions - Purchase price a
Acquisitions - Purchase price allocated as of acquisition date (Details) - USD ($) | Jan. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Nov. 02, 2018 | Oct. 03, 2018 | Dec. 28, 2017 | Jan. 18, 2017 |
Intangible assets | $ 276,380 | ||||||
Property and Equipment | 19,879 | ||||||
Computer software acquired | 5,980 | ||||||
Leasehold Improvements | 17,761 | ||||||
Total Assets Acquired | 320,000 | ||||||
Consideration: | |||||||
Note Payable | 320,000 | ||||||
Goodwill | $ 0 | $ 13,400,000 | |||||
Allocation Adjustments | |||||||
Intangible assets | $ 0 | ||||||
Property and Equipment | 0 | ||||||
Computer software acquired | 0 | ||||||
Leasehold Improvements | 0 | ||||||
Total Assets Acquired | 0 | ||||||
Final Allocation | |||||||
Intangible assets | 276,380 | ||||||
Property and Equipment | 19,879 | ||||||
Computer software acquired | 5,980 | ||||||
Leasehold Improvements | 17,761 | ||||||
Total Assets Acquired | 320,000 | ||||||
Consideration: | |||||||
Note Payable | 320,000 | ||||||
Goodwill | 0 | ||||||
Total | |||||||
Intangible assets | 7,145,603 | ||||||
Consideration: | |||||||
Goodwill | $ 25,177,930 | ||||||
Regentys | |||||||
Consideration: | |||||||
Goodwill | $ 13,485,758 | ||||||
Olaregen | |||||||
Consideration: | |||||||
Goodwill | $ 8,027,738 | ||||||
"Veneto Second Closing" | |||||||
Intangible assets | $ 7,110,000 | ||||||
Consideration: | |||||||
Goodwill | $ 16,293,948 | ||||||
"Veneto First Closing" | |||||||
Intangible assets | $ 35,603 | ||||||
Consideration: | |||||||
Goodwill | $ 8,883,982 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisition (Details) - USD ($) | Jan. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Nov. 02, 2018 | Oct. 03, 2018 | Jul. 31, 2018 | Jan. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 | Jan. 18, 2017 |
Cash and cash equivalents | $ 2,373,821 | $ 1,046,365 | $ 2,048,067 | $ 2,879,165 | ||||||
Accounts receivable, net | 2,296,061 | 33,555 | ||||||||
Inventory, net | 1,099,508 | 12,075 | ||||||||
Property and equipment, net | 645,607 | 31,536 | ||||||||
Other assets, net | 18,821 | 7,824 | ||||||||
Intangible assets, net | $ 276,380 | |||||||||
Total current liabilities | 59,780,087 | 25,229,015 | ||||||||
Notes payable | 40,968,321 | $ 320,000 | ||||||||
Goodwill | $ 0 | $ 13,400,000 | ||||||||
Allocation Adjustments | ||||||||||
Intangible assets, net | 0 | |||||||||
Final Allocation | ||||||||||
Intangible assets, net | 276,380 | |||||||||
Goodwill | 0 | |||||||||
Total | ||||||||||
Cash and cash equivalents | 2,410,150 | |||||||||
Accounts receivable, net | 1,935,078 | |||||||||
Inventory, net | 1,068,856 | |||||||||
Prepaid expenses | 95,804 | |||||||||
Property and equipment, net | 652,590 | |||||||||
Other receivables | 1,014,316 | |||||||||
Notes receivable - LT | 1,387,763 | |||||||||
Other assets, net | 25,745 | |||||||||
Intangible assets, net | 7,145,603 | |||||||||
Total assets acquired | 15,735,905 | |||||||||
Total current liabilities | 2,509,887 | |||||||||
Notes payable | 3,403,948 | |||||||||
Total liabilities assumed | 5,913,835 | |||||||||
Net identifiable assets acquired | 9,822,070 | |||||||||
Goodwill | 25,177,930 | |||||||||
Total consideration transferred | $ 35,000,000 | |||||||||
Regentys | ||||||||||
Cash and cash equivalents | $ 61,857 | |||||||||
Property and equipment, net | 444 | |||||||||
Notes receivable - LT | 14,345,205 | |||||||||
Notes payable | 639,009 | |||||||||
Net identifiable assets acquired | 1,259,447 | |||||||||
Goodwill | 13,485,758 | |||||||||
Total consideration transferred | $ 14,745,205 | |||||||||
Olaregen | ||||||||||
Cash and cash equivalents | $ 608,419 | |||||||||
Inventory, net | 408,501 | |||||||||
Prepaid expenses | 20,488 | |||||||||
Notes receivable - LT | 11,472,663 | |||||||||
Total assets acquired | 3,844,925 | |||||||||
Goodwill | $ 8,027,738 | |||||||||
"Veneto 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 | 7,110,000 | |||||||||
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 | |||||||||
"Veneto First Closing" | ||||||||||
Cash and cash equivalents | $ 2,410,150 | |||||||||
Accounts receivable, net | 1,935,078 | |||||||||
Inventory, net | 1,068,856 | |||||||||
Prepaid expenses | 95,804 | |||||||||
Property and equipment, net | 652,590 | |||||||||
Other receivables | 1,014,316 | |||||||||
Notes receivable - LT | 1,387,763 | |||||||||
Other assets, net | 25,745 | |||||||||
Intangible assets, net | 35,603 | |||||||||
Total assets acquired | 8,625,905 | |||||||||
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 |
Acquisitions - Estimated amorti
Acquisitions - Estimated amortization expense (Details) - USD ($) | Nov. 27, 2018 | Jul. 31, 2018 |
Olaregen | ||
Developed Software/Technology | $ 3,980,000 | |
Non-compete agreements | 790,000 | |
Total | $ 4,770,000 | |
Preliminary Fair Value | ||
Developed Software/Technology | $ 780,000 | |
Referral Base | 3,920,000 | |
Non-compete agreements | 2,410,000 | |
Total | $ 7,110,000 |
Acquisitions - Purchase price_2
Acquisitions - Purchase price as of the Regentys acquisition (Details) - USD ($) | Jan. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Nov. 02, 2018 | Oct. 03, 2018 | Jul. 31, 2018 | Jan. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 | Jan. 18, 2017 |
Cash and cash equivalents | $ 2,373,821 | $ 1,046,365 | $ 2,048,067 | $ 2,879,165 | ||||||
Other current assets | 286,439 | 96,251 | ||||||||
Property and equipment, net | 645,607 | 31,536 | ||||||||
Accounts payable and accrued liabilities | (16,863,991) | (11,044,774) | ||||||||
Notes payable | (40,968,321) | (320,000) | ||||||||
Net Tangible Assets | (73,069,456) | (6,606,854) | ||||||||
Non-controlling interest | 21,683,698 | $ (5,576,272) | ||||||||
Goodwill | $ 0 | $ 13,400,000 | ||||||||
Total | ||||||||||
Cash and cash equivalents | 2,410,150 | |||||||||
Property and equipment, net | 652,590 | |||||||||
Notes payable | (3,403,948) | |||||||||
Notes receivable | 1,387,763 | |||||||||
Total Fair Value of Assets Acquired | 9,822,070 | |||||||||
Total Purchase Price | 35,000,000 | |||||||||
Goodwill | 25,177,930 | |||||||||
Final Allocation | ||||||||||
Goodwill | $ 0 | |||||||||
Regentys | ||||||||||
Cash and cash equivalents | $ 61,857 | |||||||||
Other current assets | 13,138 | |||||||||
Property and equipment, net | 444 | |||||||||
Accounts payable and accrued liabilities | (1,181,920) | |||||||||
Notes payable | (639,009) | |||||||||
Loans from related parties | (16,506) | |||||||||
Net Tangible Assets | (1,761,996) | |||||||||
Notes receivable | 14,345,205 | |||||||||
In-process research & development | 3,510,680 | |||||||||
Deferred tax liability | (889,782) | |||||||||
Redeemable non-controlling interest | (4,073,898) | |||||||||
Non-controlling interest | (9,870,762) | |||||||||
Total Fair Value of Assets Acquired | 1,259,447 | |||||||||
Cash paid prior to the time of closing | 400,000 | |||||||||
Note receivable from Generex | 14,345,205 | |||||||||
Total Purchase Price | 14,745,205 | |||||||||
Goodwill | $ 13,485,758 | |||||||||
Olaregen | ||||||||||
Cash and cash equivalents | $ 608,419 | |||||||||
Other current assets | 37,950 | |||||||||
Net Tangible Assets | (641,994) | |||||||||
Notes receivable | 11,472,663 | |||||||||
In-process research & development | 3,980,000 | |||||||||
Deferred tax liability | (1,040,173) | |||||||||
Redeemable non-controlling interest | 0 | |||||||||
Non-controlling interest | (11,999,559) | |||||||||
Cash paid prior to the time of closing | 400,000 | |||||||||
Note receivable from Generex | 11,472,663 | |||||||||
Goodwill | $ 8,027,738 | |||||||||
"Veneto Second Closing" | ||||||||||
Cash and cash equivalents | ||||||||||
Property and equipment, net | ||||||||||
Notes payable | (3,403,948) | |||||||||
Notes receivable | ||||||||||
Total Fair Value of Assets Acquired | 3,706,052 | |||||||||
Total Purchase Price | 20,000,000 | |||||||||
Goodwill | $ 16,293,948 | |||||||||
"Veneto First Closing" | ||||||||||
Cash and cash equivalents | $ 2,410,150 | |||||||||
Property and equipment, net | 652,590 | |||||||||
Notes payable | ||||||||||
Notes receivable | 1,387,763 | |||||||||
Total Fair Value of Assets Acquired | 6,116,018 | |||||||||
Total Purchase Price | 15,000,000 | |||||||||
Goodwill | $ 8,883,982 |
Acquisitions - Purchase price_3
Acquisitions - Purchase price as of the Olaregen acquisition (Details) - USD ($) | Jan. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Nov. 02, 2018 | Oct. 03, 2018 | Jul. 31, 2018 | Jan. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 | Jan. 18, 2017 |
Cash and cash equivalents | $ 2,373,821 | $ 1,046,365 | $ 2,048,067 | $ 2,879,165 | ||||||
Inventory | 1,099,508 | 12,075 | ||||||||
Other current assets | 286,439 | 96,251 | ||||||||
Net Tangible Assets | 73,069,456 | 6,606,854 | ||||||||
Non-controlling interest | 21,683,698 | $ (5,576,272) | ||||||||
Goodwill | $ 0 | $ 13,400,000 | ||||||||
Total | ||||||||||
Cash and cash equivalents | 2,410,150 | |||||||||
Prepaid expenses | 95,804 | |||||||||
Inventory | 1,068,856 | |||||||||
Notes receivable | 1,387,763 | |||||||||
Total assets acquired | 15,735,905 | |||||||||
Goodwill | 25,177,930 | |||||||||
Final Allocation | ||||||||||
Goodwill | $ 0 | |||||||||
Regentys | ||||||||||
Cash and cash equivalents | $ 61,857 | |||||||||
Other current assets | 13,138 | |||||||||
Net Tangible Assets | 1,761,996 | |||||||||
Notes receivable | 14,345,205 | |||||||||
In-process research & development | 3,510,680 | |||||||||
Deferred tax liability | (889,782) | |||||||||
Non-controlling interest | (9,870,762) | |||||||||
Non-controlling interest | (4,073,898) | |||||||||
Cash paid prior to the time of closing | 400,000 | |||||||||
Note receivable from Generex | 14,345,205 | |||||||||
Goodwill | $ 13,485,758 | |||||||||
Olaregen | ||||||||||
Cash and cash equivalents | $ 608,419 | |||||||||
Prepaid expenses | 20,488 | |||||||||
Inventory | 408,501 | |||||||||
Other current assets | 37,950 | |||||||||
Accounts payable | (216,670) | |||||||||
Accrued liabilities | (216,694) | |||||||||
Net Tangible Assets | 641,994 | |||||||||
Notes receivable | 11,472,663 | |||||||||
In-process research & development | 3,980,000 | |||||||||
Non-compete agreement | 790,000 | |||||||||
Deferred tax liability | (1,040,173) | |||||||||
Non-controlling interest | (11,999,559) | |||||||||
Total assets acquired | 3,844,925 | |||||||||
Non-controlling interest | 0 | |||||||||
Cash paid prior to the time of closing | 400,000 | |||||||||
Note receivable from Generex | 11,472,663 | |||||||||
Goodwill | $ 8,027,738 | |||||||||
"Veneto Second Closing" | ||||||||||
Cash and cash equivalents | ||||||||||
Prepaid expenses | ||||||||||
Inventory | ||||||||||
Notes receivable | ||||||||||
Total assets acquired | 7,110,000 | |||||||||
Goodwill | $ 16,293,948 | |||||||||
"Veneto First Closing" | ||||||||||
Cash and cash equivalents | $ 2,410,150 | |||||||||
Prepaid expenses | 95,804 | |||||||||
Inventory | 1,068,856 | |||||||||
Notes receivable | 1,387,763 | |||||||||
Total assets acquired | 8,625,905 | |||||||||
Goodwill | $ 8,883,982 |
Acquisitions - Intangible asset
Acquisitions - Intangible assets (Details) - USD ($) | Nov. 27, 2018 | Jul. 31, 2018 |
Olaregen | ||
Developed Software/Technology | $ 3,980,000 | |
Non-compete agreements | 790,000 | |
Total | $ 4,770,000 | |
Preliminary Fair Value | ||
Developed Software/Technology | $ 780,000 | |
Non-compete agreements | 2,410,000 | |
Total | $ 7,110,000 |
Acquisitions - Unaudited Supple
Acquisitions - Unaudited Supplemental Pro Forma Data (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Business Combinations [Abstract] | ||
Revenues | $ 5,839,903 | $ 19,407,319 |
Cost of revenues | 2,810,874 | 7,622,676 |
Gross profit | 3,029,029 | 11,784,643 |
Operating expenses | 6,406,594 | 13,592,954 |
Operating loss | (3,377,565) | (1,808,311) |
Other income (expense) | (202,760) | (123,688) |
Net loss | (3,580,325) | (1,931,999) |
Comprehensive net loss | $ (3,580,325) | $ (1,931,999) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Mar. 14, 2019 | Mar. 14, 2019 | Nov. 02, 2018 | Oct. 03, 2018 | Jan. 31, 2019 | Nov. 28, 2018 | Nov. 27, 2018 | Dec. 28, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 18, 2017 | Feb. 15, 2019 | Feb. 08, 2019 | Jan. 07, 2019 | Dec. 01, 2018 | Oct. 26, 2018 | Jul. 31, 2018 | Feb. 09, 2017 |
Acquisition of interest | 51.00% | |||||||||||||||||||
Acquisition of outstanding limited liability company units | 4,950 | |||||||||||||||||||
Value of shares exchanged for outstanding limited liability units | $ 253,721 | |||||||||||||||||||
Common stock issued | 60,362,164 | 60,362,164 | 60,362,164 | 1,117,011 | 4,830,000 | 22,430,121 | 2,179,989 | |||||||||||||
Limited liability company units receied | 300 | |||||||||||||||||||
Call Option | $ 13,431,706 | |||||||||||||||||||
Call option recorded as an asset | $ 2,168,211 | |||||||||||||||||||
Changes in fair value of contingent purchase consideration | $ (4,397,507) | $ (9,521,747) | $ 15,147,591 | $ 18,776,629 | ||||||||||||||||
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 | |||||||||||||||||||
Aggregate purchase price | $ 1 | |||||||||||||||||||
Promissory Note | $ 320,000 | |||||||||||||||||||
Promissory Note, Due Date | Jun. 28, 2018 | |||||||||||||||||||
Promissory Note, interest rate | 3.00% | 27.50% | ||||||||||||||||||
Goodwill impairment | $ 99,519 | |||||||||||||||||||
Business combination description | On November 1, 2018 we consummated the acquisition of the Second Closing Assets, consisting primarily of Veneto’s management services organization business and two additional ancillary services. The aggregate price for the First Closing Assets and the Second Closing Assets was $30,000,000. The Company issued a promissory note in the principal amount of $35,000,000 (the “New Note”) consisting of the $30,000,000 purchase price and a $5,000,000 original issue discount, as the sole consideration payable on the Second Closing Date. In addition, we agreed to assume approximately $3.8 million in outstanding institutional debt of Veneto subsidiaries, but will have use of Veneto cash which would otherwise have been applied to paying down the debt. | |||||||||||||||||||
Payment of Promissory Note | $ 320,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Promissory Note, interest rate | 10.00% | 10.00% | ||||||||||||||||||
Payment of Promissory Note | $ 600,000 | $ 2,800,000 | ||||||||||||||||||
Berkman | ||||||||||||||||||||
Common stock, price per year | $ 2.50 | |||||||||||||||||||
Shares exercisable | 15,000,000 | |||||||||||||||||||
Veneto Holdings, L.L.C. | ||||||||||||||||||||
Business combination description | 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, (i) $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, (ii) $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 (iii) the balance will be payable directly to Veneto in cash. | |||||||||||||||||||
Olaregen | ||||||||||||||||||||
Business combination description | The Company will purchase 3,282,632 newly issued shares of the Olaregen common stock representing 51% percent of the issued and outstanding capital stock of Olaregen (“Olaregen Shares”). | |||||||||||||||||||
LOI description | 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). As of January 7, 2019, the Company completed a definitive Stock Purchase Agreement (“Purchase Agreement”) and related documents effecting the transactions contemplated by the LOI. | |||||||||||||||||||
Deferred tax liability | $ 1,040,173 | |||||||||||||||||||
Regentys | ||||||||||||||||||||
Acquisition of interest | 51.00% | |||||||||||||||||||
Business combination description | Pursuant to a Stock Purchase Agreement between the Company and Regentys (the “Purchase Agreement”) the Company purchased 12,048,161 newly issued shares of the Regentys common stock representing 51% percent of the issued and outstanding capital stock of Regentys (“Regentys Shares”). In addition to $400,000 paid to Regentys upon signing of the LOI, the purchase price for the Regentys Shares will consist of the following cash payments, with the proceeds intended to be used for specific purposes, as noted: • $3,450,000 to initiate pre-clinical activities on or before January 15, 2018. • $2,000,000 to initiate patient recruitment activities on or before May 1, 2019. • $3,000,000 to initiate a first-in-human pilot study on or before September 1, 2019. • $5,000,000 to initiate a human pivotal study on or before February 1, 2020. The Company issued its Promissory Note in the amount of $14,600,000 (the “Note’) representing its obligation to pay the above amounts. The Note is secured by a pledge of the Regentys pursuant to a Pledge and Security Agreement. In the event that Generex does not make any of the first three payments listed above, at Regentys’ option either: • Generex will forfeit all of the Regentys shares issued with no refund of amounts paid; or • Generex will issue shares of its common stock to Regentys equivalent to 110% of the value of the missing payment, which shares will be registered for resale. | |||||||||||||||||||
LOI description | On November 28, 2018, Generex Biotechnology Corporation (the “Company”) and Regentys Corporation. (“Regentys”) closed the acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of fifteen million dollars ($15,000,000). On January 7, 2019 the Company completed a definitive Stock Purchase Agreement and related documents effecting the transactions contemplated by the LOI. | |||||||||||||||||||
Deferred tax liability | $ 889,782 | |||||||||||||||||||
Net Purchase Price | ||||||||||||||||||||
Common stock issued | 5,947,431 | |||||||||||||||||||
Post Reverse Stock Split | ||||||||||||||||||||
Common stock issued | 4,830,000 | |||||||||||||||||||
After Closing | ||||||||||||||||||||
Common stock issued | 420 | |||||||||||||||||||
At Closing | ||||||||||||||||||||
Common stock issued | 1,117,011 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Purchase of intangible assets | $ 26,488 | |
Total | ||
Balance at beginning | 3,187,757 | |
Purchase of intangible assets | 26,488 | |
Close of Grainland Pharmacy | (88,311) | |
Balance at end | 64,921,161 | |
Goodwill | ||
Balance at beginning | 0 | |
Purchase of intangible assets | 0 | |
Close of Grainland Pharmacy | 0 | |
Balance at end | 46,691,425 | |
Other Intangibles, net | ||
Balance at beginning | 3,187,757 | |
Purchase of intangible assets | 26,488 | |
Close of Grainland Pharmacy | (88,311) | |
Balance at end | 18,229,736 | |
"Veneto First Closing" | Total | ||
Acquisition | 8,919,585 | |
"Veneto First Closing" | Goodwill | ||
Acquisition | 8,883,982 | |
"Veneto First Closing" | Other Intangibles, net | ||
Acquisition | 35,603 | |
"Veneto Second Closing" | Total | ||
Acquisition | 23,403,948 | |
"Veneto Second Closing" | Goodwill | ||
Acquisition | 16,293,948 | |
"Veneto Second Closing" | Other Intangibles, net | ||
Acquisition | 7,110,000 | |
Regentys | Total | ||
Acquisition | 16,996,438 | |
Regentys | Goodwill | ||
Acquisition | 13,485,758 | |
Regentys | Other Intangibles, net | ||
Acquisition | 3,510,680 | |
Olaregen | Total | ||
Acquisition | 12,797,737 | |
Amortization of Olaregen non-compete agreement | (17,315) | |
Olaregen | Goodwill | ||
Acquisition | 8,027,737 | |
Amortization of Olaregen non-compete agreement | 0 | |
Olaregen | Other Intangibles, net | ||
Acquisition | 4,770,000 | |
Amortization of Olaregen non-compete agreement | (17,315) | |
Veneto Holdings, L.L.C. | Total | ||
Amortization of Veneto developed software/technology | (39,000) | |
Amortization of Veneto referral base | (65,333) | |
Amortization of Veneto non-compete agreement | (200,833) | |
Veneto Holdings, L.L.C. | Goodwill | ||
Amortization of Veneto developed software/technology | 0 | |
Amortization of Veneto referral base | 0 | |
Amortization of Veneto non-compete agreement | 0 | |
Veneto Holdings, L.L.C. | Other Intangibles, net | ||
Amortization of Veneto developed software/technology | (39,000) | |
Amortization of Veneto referral base | (65,333) | |
Amortization of Veneto non-compete agreement | $ (200,833) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 31, 2019 | Dec. 28, 2017 | Jan. 18, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill acquired | $ 0 | $ 13,400,000 | |
Amortization period | 3 years |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jan. 31, 2019 | Jan. 24, 2019 | Nov. 25, 2018 | Oct. 26, 2018 | Dec. 28, 2017 | |
Note amount | $ 2,110,000 | $ 1,060,000 | $ 682,000 | ||
Purchase price of note | 2,010,000 | 1,000,000 | 550,000 | ||
Investor fee | 15,000 | ||||
Original issue discount | $ 100,000 | $ 60,000 | $ 122,000 | ||
Effective interest | 27.50% | 3.00% | |||
Number of warrants sold | 120,570 | ||||
Payment of Promissory Note | $ 320,000 | ||||
Gain on derivative liability | 142,725 | ||||
Principal balance plus accreted interest | 610,369 | ||||
Warrants | |||||
Derivative liability | 192,671 | ||||
Convertible Notes | |||||
Derivative liability | $ 2,353,139 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 14, 2019 | Mar. 14, 2019 | Jan. 31, 2019 | Feb. 15, 2019 | Feb. 08, 2019 | Jan. 24, 2019 | Nov. 25, 2018 | Oct. 26, 2018 | Dec. 28, 2017 |
Note amount | $ 2,110,000 | $ 1,060,000 | $ 682,000 | ||||||
Purchase price of note | 2,010,000 | 1,000,000 | 550,000 | ||||||
Investor fee | 15,000 | ||||||||
Original issue discount | $ 100,000 | $ 60,000 | $ 122,000 | ||||||
Effective interest | 27.50% | 3.00% | |||||||
Number of warrants sold | 120,570 | ||||||||
Payment of Promissory Note | $ 320,000 | ||||||||
Subsequent Event [Member] | |||||||||
Note amount | $ 750,000 | $ 750,000 | |||||||
Purchase price of note | 712,500 | 712,500 | |||||||
Original issue discount | $ 37,500 | $ 37,500 | |||||||
Effective interest | 10.00% | 10.00% | |||||||
Number of warrants sold | 57,143 | 45,000 | |||||||
Payment of Promissory Note | $ 2,800,000 | $ 600,000 |