Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2019 | Oct. 18, 2019 | Jan. 31, 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 a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-29169 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jul. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 44,177,973 | ||
Entity Public Float | $ 22,543,206 | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 298,485 | $ 1,046,365 |
Accounts receivable, net | 36,311 | 33,555 |
Inventory, net | 363,008 | 12,075 |
Other current assets | 275,731 | 96,251 |
Total Current Assets | 973,535 | 1,188,246 |
Property and equipment | 499,993 | 31,536 |
Call option | 0 | 2,168,211 |
Goodwill | 38,297,573 | 0 |
Intangible assets | 9,834,269 | 3,211,037 |
Other assets, net | 30,621 | 7,824 |
TOTAL ASSETS | 49,635,991 | 6,606,854 |
Current Liabilities | ||
Accounts payable and accrued expenses | 19,055,822 | 11,044,774 |
Notes payable, current | 8,368,379 | 320,000 |
Loans from related parties | 19,700 | 13,864,241 |
Deferred tax liability | 1,502,122 | 0 |
Total Current Liabilities | 28,946,023 | 25,229,015 |
Derivative liability | 7,820,283 | 0 |
Common stock payable | 1,123,188 | 0 |
Warrants to be issued | 0 | 24,962,507 |
Total Liabilities | 37,889,494 | 50,191,522 |
Redeemable non-controlling interest | 4,073,898 | 0 |
Stockholders' Equity (Deficiency) | ||
Common stock, $.001 par value; authorized 750,000,000 shares; 62,290,940 and 22,430,121 issued and outstanding at July 31, 2019 and 2018, respectively | 62,290 | 22,430 |
Common stock payable | 0 | 2,168,951 |
Additional paid-in capital | 408,566,529 | 368,388,265 |
Accumulated deficit | (418,727,875) | (409,386,468) |
Accumulated other comprehensive income | 797,216 | 798,422 |
Non-controlling interest | 16,974,439 | (5,576,272) |
Total Stockholders' Equity (Deficiency) | 7,672,599 | (43,584,668) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | 49,635,991 | 6,606,854 |
Series H Convertible Preferred Stock | ||
Stockholders' Equity (Deficiency) | ||
Convertible Preferred Stock | 0 | 3 |
Series I Convertible Preferred Stock | ||
Stockholders' Equity (Deficiency) | ||
Convertible Preferred Stock | $ 0 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2019 | Jul. 31, 2018 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 62,290,940 | 22,430,121 |
Common stock, shares outstanding | 62,290,940 | 22,430,121 |
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 |
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 | 16,590 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Revenue | ||
Revenue, net | $ 6,203,761 | $ 3,244 |
Licensing income | 0 | 700,000 |
Total Revenue | 6,203,761 | 703,244 |
Cost of Goods Sold | 4,138,453 | 0 |
Gross Profit | 2,065,308 | 703,244 |
Operating expenses | ||
Research and development | 1,748,882 | 839,147 |
Bad debt expense | 3,252,439 | 0 |
General and administrative | 21,292,678 | 2,359,706 |
Total operating expenses | 26,410,749 | 3,198,853 |
Operating loss | (24,345,441) | (2,495,609) |
Other Income (Expense): | ||
Interest expense | (7,087,502) | (583,594) |
Interest income | 47,961 | 0 |
Changes in fair value of contingent purchase consideration | 18,587,782 | 39,027,901 |
Change in fair value of derivative liability | 2,125,449 | 0 |
Gain on extinguishment of debt | (16,000) | 0 |
Impairment of long-lived assets | (287,587) | 0 |
Other income, net | (31,456) | 0 |
Net (Loss) Income | (11,006,794) | 35,948,698 |
Net loss attributable to non-controlling interests | (1,665,387) | (385,400) |
Net Income (Loss) Available to Common Stockholders | $ (9,341,407) | $ 36,334,098 |
Basic | $ (0.19) | $ 34.02 |
Diluted | $ (0.19) | $ 14.02 |
Basic | 48,360,127 | 1,068,101 |
Diluted | 48,360,127 | 2,591,129 |
Comprehensive Income : | ||
Net Income (Loss) | $ (9,341,407) | $ 36,334,098 |
Change in foreign currency translation adjustments | (1,206) | 15,272 |
Comprehensive Income Available to Common Stockholders | $ (9,342,613) | $ 36,349,370 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Sub Total | Noncontrolling Interest | Total |
Balance at Jul. 31, 2017 | $ 4 | $ 22,430 | $ 2,168,951 | $ 368,388,265 | $ (445,720,566) | $ 783,150 | $ (74,357,766) | $ (5,518,465) | $ (79,876,231) |
Balance (in shares) at Jul. 31, 2017 | 79,590 | 22,430,121 | |||||||
Investment in subsidiary by noncontrolling interest | 327,593 | 327,593 | |||||||
Issuance of warrants | 0 | ||||||||
Currency translation adjustment | 15,272 | 15,272 | 15,272 | ||||||
Net Income (loss) | 36,334,098 | 36,334,098 | (385,400) | 35,948,698 | |||||
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 | |||||||
Investment in subsidiary by noncontrolling interest | 227,245 | 227,245 | |||||||
Conversion of preferred series H | $ (3) | $ 25,200 | (25,197) | ||||||
Conversion of preferred series H (in shares) | (63,000) | 25,200,000 | |||||||
Conversion of preferred series I | $ (1) | $ 6,639 | (6,638) | ||||||
Conversion of preferred series I (in shares) | (16,590) | 6,639,045 | |||||||
Exercise of call option to acquire noncontrolling interest | (6,951,015) | (6,951,015) | 5,565,285 | (1,385,730) | |||||
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 | 3,006,203 | 3,006,203 | 3,006,203 | ||||||
Issuance of common stock for conversion of debt | $ 1,953 | 18,404,731 | 18,406,684 | 18,406,684 | |||||
Issuance of common stock for conversion of debt (in shares) | 1,953,257 | ||||||||
Conversion of debt to equity | 15,176,629 | 15,176,629 | 15,176,629 | ||||||
Antigen dividend | (1,070,456) | (1,070,456) | 1,070,456 | ||||||
Issuance of warrants | 5,592,244 | 5,592,244 | 5,592,244 | ||||||
Acquisition of NCI of Regentys | 9,873,553 | 9,873,553 | |||||||
Acquisition of NCI of Olaregen | 11,999,559 | 11,999,559 | |||||||
Acquisition of Olaregen Series A Preferred Stock | 2,520,000 | 2,520,000 | (4,520,000) | (2,000,000) | |||||
Reclassification of equity to liability | (201,294) | (201,294) | (201,294) | ||||||
Extinguishment of derivative liability associated with convertible notes | 1,570,174 | 1,570,174 | 1,570,174 | ||||||
Currency translation adjustment | (1,206) | (1,206) | (1,206) | ||||||
Net Income (loss) | (9,341,407) | (9,341,407) | (1,665,387) | (11,006,794) | |||||
Balance at Jul. 31, 2019 | $ 62,290 | $ 408,566,529 | $ (418,727,875) | $ 797,216 | $ (9,301,840) | $ 16,974,439 | $ 7,672,599 | ||
Balance (in shares) at Jul. 31, 2019 | 62,290,940 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) Income | $ (11,006,794) | $ 35,948,698 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 426,440 | 23,780 |
Impairment of long-lived assets | 99,519 | 0 |
Impairment of goodwill | 188,069 | 0 |
Stock compensation expense | 3,006,203 | 0 |
Loss on extinguishment of debt | 16,000 | 0 |
Changes in fair value of contingent purchase consideration | (18,587,782) | (39,027,901) |
Amortization of debt discount | 3,121,569 | 0 |
Non-cash interest expense from issuance on debt (derivative) | 959,976 | 0 |
Change in fair value of derivative liabilities - convertible notes | 988,267 | 0 |
Change in fair value of derivative liabilities - convertible warrants | (28,215) | 0 |
Change in fair value of derivative liabilities - downside protection | (3,085,502) | 0 |
Bad debt expense | 3,252,439 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (750,241) | (33,555) |
Inventory | 1,126,424 | (2,040) |
Accounts payable and accrued expenses | 9,285,221 | 872,164 |
Accrued interest on notes receivable | 1,387,763 | 0 |
Other current assets | 49,248 | (74,360) |
Other assets, net | (22,797) | 0 |
Net cash used in operating activities | (9,574,193) | (2,293,214) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (289,917) | (8,552) |
Purchase of intangible assets | (26,487) | 0 |
Disposal of property and equipment | 292,681 | 0 |
Disposal of intangible assets | 62,091 | 0 |
Cash received in acquisition of a business, net of cash paid | 2,280,425 | 0 |
Net cash provided by (used in) investing activities | 2,318,793 | (8,552) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan proceeds from related party | 230,441 | 126,101 |
Payment of notes payable | (51,625) | 0 |
Proceeds from note payable | 6,329,910 | 0 |
Investment in subsidiary by noncontrolling interest | 0 | 327,593 |
Net cash provided by financing activities | 6,508,726 | 453,694 |
Effects of currency translation on cash and cash equivalents | (1,206) | 15,272 |
Net increase (decrease) in cash and cash equivalents | (747,880) | (1,832,800) |
Cash and cash equivalents, beginning of period | 1,046,365 | 2,879,165 |
Cash and cash equivalents, end of period | 298,485 | 1,046,365 |
Supplemental Disclosure of Cash Flow Information | ||
Antigen dividend | 0 | 320,000 |
Conversion of HDS debt and issuance of call option | 14,056,113 | 0 |
Conversion of debt to equity | 8,257,918 | 0 |
Exercise of call option | 1,385,730 | 0 |
Issuance of warrants | 5,592,244 | 0 |
Acquisition of Olaregen stock through issuance of common stock | 2,000,000 | 0 |
Acquisition of Veneto through issuance of debt | 0 | 0 |
Acquisition of Regentys through issuance of debt | 0 | 0 |
Acquisition of Olaregen through issuance of debt | $ 0 | $ 0 |
Organization of Business and Go
Organization of Business and Going Concern | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization of Business and Going Concern | Note 1 – Organization of Business and Going Concern: Generex Biotechnology Corporation (“Generex” or the “Company”), was formed in the State of Delaware on September 4, 1997 and its year-end is July 31. It is engaged primarily in the research and development of drug delivery systems and the use of the Company’s proprietary technology for the administration of formulations of large molecule drugs to the oral (buccal) cavity using a hand-held aerosol applicator; and through the Company’s wholly-owned subsidiary, Antigen Express, Inc. (“Antigen”), has undertaken work on immunomedicines incorporating proprietary vaccine formulations. On January 18, 2017, the Company closed an Acquisition Agreement pursuant to which the Company acquired a 51% interest in NuGenerex Diagnostics LLC “NGDx,” formerly known as Hema Diagnostic Systems, LLC, a Florida limited liability company established in December 2000 to market and distribute rapid test devices including infectious diseases. Since 2002, NGDx 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 NGDx 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. 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. In March 2019, the Company changed its business model to no longer utilize their existing pharmacies. This shift resulted in breaking their existing lease agreements with their pharmacies, lab and lab related equipment which resulted in a liability of $744,958 as of July 31, 2019 and disposing the applicable leasehold improvements, reduction of employees and no longer holding and selling inventory. Going forward Veneto will conduct business exclusively through their management services organization and by entering into more ancillary provider service agreements with third party pharmacies as an effort to reduce fixed costs and salaries. This was made practicable due to the decrease in overall script volume coupled with delays in the Company being able to receive operating licenses from various government agencies. 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. Going Concern The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $418.7 million and a working capital deficiency of approximately $28 million at July 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the balance sheet date. There are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. The unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies: Basis of Presentation These financial statements include all of the Company’s subsidiaries, including those operating outside the United States and are prepared in accordance with US GAAP. The consolidated financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated. The subsidiaries included in the Company’s consolidated financial statements are: Generex Pharmaceuticals, Inc.; Generex (Bermuda), Inc.(dormant); Antigen Express, Inc.; 1097346 Ontario, Inc.(inactive); NuGenerex Diagnostics LLC “NGDx,” formerly known as Hema Diagnostic Systems, LLC; Hema Diagnostics Systems Panama S.A.(dissolved); Rapid Medical Diagnostics Corporation; NuGenerex Distribution Solutions, LLC; Grainland Pharmacy Inc.(inactive); Empire State Pharmacy Inc (inactive); NuGenerex Medical Marketing (inactive); Regentys Corporation (51%); and Olaregen Therapeutix Inc. (51%). Business Combinations Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair value at the date of acquisition of the assets given, equity instruments issued, or liabilities incurred or assumed. Acquisition related costs are expensed as incurred (except for those costs arising on the issue of equity instruments which are recognized directly in equity). Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the acquisition date. Goodwill is measured as the excess of the acquisition cost and the amount of any non-controlling interest, over the fair value of the identifiable net assets acquired. Cash and Cash Equivalents The Company considers Patents Capitalized patent costs represent legal costs incurred to establish patents and a portion of the acquisition price paid attributed to patents upon the acquisition of Antigen in August 2003 and the acquisition of NGDx in January 2017. When patents reach a mature stage, any associated legal costs are comprised mostly of maintenance fees and costs of national applications and are expensed as incurred. Capitalized patent costs are amortized on a straight-line basis over the remaining life of the patent. As patents are abandoned, the net book value of the patent is written off. Revenue Recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue from the 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 (item ii) 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 (v)). Shipment to or pick up by the patient is the first time that all criteria for revenue recognition have been met. Revenue from the 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 (v). Revenue from Olaregen and NGDx is recognized upon payment at the time the product(s) is released (shipment delivered using a common carrier), and the control is transferred which is simultaneous to when payment received and accepted. Revenue from the provision of management services is recognized in accordance with the contractual terms of the relationship (item i); however, the current agreements in place typically specify that a percentage of the gross margin associated with the third-parties’ sales that the Company facilitates is to be remitted (iii), and as such, the revenue is considered earned upon completion of the third parties’ sales of such products (iv). Like pharmacy services described above, revenue 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) (v). 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. In March 2019, the Company changed its business model to no longer utilize their existing pharmacies. This shift resulted in breaking their existing lease agreements with their pharmacies, lab and lab related equipment leases which resulted in a liability of $784,999 as of July 31, 2019 and disposing the majority of applicable leasehold improvements, reduction of employees and no longer holding and selling inventory. Going forward Veneto will conduct business exclusively through their management services organization and by entering into more ancillary provider service agreements with third party pharmacies as an effort to reduce fixed costs and salaries. This was made practicable due to the decrease in overall script volume coupled with delays in the Company being able to receive operating licenses from various government agencies. Intangible Assets The costs of in-process research and development (“IPR&D”), related to the Company’s business combination with NGDx, were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D is not amortized, but is reviewed for impairment at least annually, or when events or changes in the business environment indicate the carrying value may be impaired. The Company also acquired licenses to operate pharmacies which were recorded at cost. They are evaluated annually for possible impairment. Management determined that as of July 31, 2019, the IPR&D and licenses are not impaired. Impairment or Disposal of Long-Lived Assets and Intangibles The Company accounts for the impairment or disposal of long-lived assets according to FASB ASC Topic 360, Property, Plant and Equipment At July 31, 2019, we recorded an asset impairment charge of $287,587 for an intangible assets acquired in 2018, comprised of $188,069 and $99,519 for the Empire State Pharmacy and Grainland Pharmacy assets, respectively. Derivative Liability The Company’s derivative financial instruments are measured at fair value using the Monte Carlo, Black Scholes and multinomial lattice models which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the instrument. The liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities.” Research and Development Costs Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs, including payroll costs, and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development tax credit arrangements are offset against current research and development expense. Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. Inventories Inventories, which consist of both raw materials and finished goods, is valued at the lower of cost or net realizable value. Inventory costs are comprised primarily of product, labor, freight and duty. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. For the year ending July 31, 2019, the Company had a write down of inventory for $645,351 related to obsolescence which is classified as cost of goods sold. Property and Equipment Property, equipment and improvements to leased premises are depreciated using the straight-line method over the estimated useful lives of the assets, or when applicable, the term of the lease, whichever is shorter. Major renewals or replacements that substantially extend the useful life of an asset are capitalized and depreciated. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which are generally as follows: 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 3-5 years Furniture and fixtures 3-7 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. Goodwill The Company accounts for purchased goodwill and intangible assets with indefinite lives in accordance with FASB Accounting Standards Codification 350-10, “Intangibles—Goodwill and Other,” (“ASC 350-10”) goodwill and intangible assets with indefinite lives are reviewed by us at least annually for impairment. For purposes of these analyses, the estimate of fair value is based on the income approach, which estimates the fair value based on future discounted cash flows. The estimate of future discounted cash flows is based on assumptions and projections that are believed to be currently reasonable and supportable. If it is determined the carrying value of goodwill or other intangible assets to be impaired, then the carrying value is reduced. The purchase price of acquisitions is allocated to the assets acquired and liabilities assumed based upon their respective fair values and are subject to change during the twelve month period subsequent to the acquisition date. We engage independent third-party valuation firms to assist us in determining the fair values of assets acquired and liabilities assumed at the time of acquisition. Such valuations require us to make significant estimates and assumption, including projections of future events and operating performance. Fair value estimates are derived from established market values of comparable assets, or internal calculations of estimated future net cash flows. Our estimate of future cash flows is based on assumptions and projections we believe to be currently reasonable and supportable. Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods, which typically conform to the performance period. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. Net Income (Loss) per Common Share Net earnings per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. Diluted earnings per share is calculated using the treasury stock method. Comprehensive Income/(Loss) Other comprehensive income/(loss), which includes only foreign currency translation adjustments, is shown in the consolidated statements of operations and comprehensive loss and in the consolidated statements of changes in stockholders’ deficiency. Foreign Currency Transactions and Translations The functional and reporting currency of the Company and most of its subsidiaries is the United States Dollar. One subsidiary, Generex Pharmaceuticals, Inc., has a functional currency of the Canadian Dollar. Foreign denominated assets and liabilities of the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period. Revenue and expense accounts are translated at an average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary’s financial statements from its functional currency to the Company’s reporting currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations and comprehensive loss. Fair Value of Financial Instruments Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, payables, and short term and long term debt. The carrying values of cash and cash equivalents, trade receivables, other receivables, and payables approximate their fair value due to their short maturities. The carrying value of long term debt approximates the of similar terms and remaining maturities available to the company. At July 31, 2019, the Company did not have any assets measured at fair value on a recurring basis. The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2018. July 31, 2018 Level 1 Level 2 Level 3 Total Call option $ — $ 2,168,211 $ — $ 2,168,211 Total $ — $ 2,168,211 $ — $ 2,168,211 The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2019 and July 31, 2018: July 31, 2019 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 7,820,282 $ 7,820,282 Total $ — $ — $ 7,820,282 $ 7,820,282 July 31, 2018 Level 1 Level 2 Level 3 Total Warrants to be issued $ — $ 24,962,507 $ — $ 24,962,507 Total $ — $ 24,962,507 $ — $ 24,962,507 Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates, including those related to long lived assets (including patents) impairment valuations, derivatives and contingencies and litigation, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting estimates are reviewed and discussed with the Board of Directors. The Company considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made, if changes in the estimate or if different estimates that could have been selected would have a material impact on our results of operations or financial condition. Redeemable Non-Controlling Interest As a result of the acquisition of Regentys, which had 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 early adoption of ASU 2017-11 in the second quarter of the fiscal year 2019, the Company has no derivative financials instruments with down round features classified as a liability at July 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 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. • 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 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” • 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 found that the adoption did not have a material effect on the Company’s consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation” (Topic 718): Scope of Modification Accounting. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718 Compensation-Stock Compensation. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The ASU is effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Topic 480, Distinguishing Liabilities from Equity In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is evaluating the effect that ASU 2018-13 will have on consolidated financial statements. |
Loans from Related Parties
Loans from Related Parties | 12 Months Ended |
Jul. 31, 2019 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Loans from Related Parties | Note 3 - Loans from Related Parties NGDx received substantially all of its funding from a shareholder, who owned 98.9% of NGDx prior to the acquisition of NGDx by the Company. The loan is unsecured, matures on December 31, 2019 and bears interest at 0.75% per annum through January 19, 2017, and bears no interest thereafter. Upon acquisition of NGDx by the Company (see Note 9), the outstanding principal balance was $13,239,837 and total accrued interest of $191,869. This loan was subject to a call option (Note 9) which, if exercised, the principal and accrued interest through January 18, 2017 would be eliminated. Pursuant to the January 18, 2017 Acquisition, Mr. Berkman, previous owner of NGDx and debt holder, agreed, under certain conditions to transfer the remaining 49% of the NGDx 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 NGDx equity interests to the Company, waiving and releasing any conditions to such transfer. NGDx is now a wholly owned subsidiary of the Company. In addition to the assignment of the NGDx 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 Mr. Berkman’s advances of $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, the Company assumed $16,505 of loans payable to Regentys shareholders. During the year ended July 31, 2019, the Company repaid $3,305 of the principal balance and borrowed an additional $6,500. The outstanding balance as of July 31, 2019 was $19,700. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 - Commitments and Contingencies: Pending Litigation The Company is a defendant in one legal proceeding relating to alleged breach of contract and claims against certain of the Company’s original buccal delivery patents. The Company is also a defendant in two legal proceedings brought by a former executive officer and her affiliate. These legal proceedings have been reported in the Company’s prior periodic reports. No activity has occurred in these cases in several years, and the Company now considers them dormant. In December 2011, a vendor of the Company commenced an action against the Company and its subsidiary, Generex Pharmaceuticals, Inc., in the Ontario Superior Court of Justice claiming damages for unpaid invoices including interest in the amount of $429,000, in addition to costs and further interest. The Company responded to this statement of claim and 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 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. As of July 31, 2019, the value of the warrants have a market value of $232,283. Between the warrants and the $220,000 of liquidated damages, the Company has accrued $452,283 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 . On March 21, 2019 Compass Bank filed suit against NuGenerex Distributions Solutions 2, L.L.C. in the District Court of Dallas County, Texas requesting damages of $3,413,000. In connection with the closing of the Veneto acquisition, Compass Bank had a lien on certain assets that were supposed to be transferred into the ownership of NuGenerex, a subsidiary of Generex. Those assets were never transferred due to regulatory impositions. Generex had listed Compass Bank as an intended third-party beneficiary to the transaction in relation to the assets liened and Veneto ceased payments upon the loan which the lien generated from. Compass bank filed suit against 6 parties involved in the transaction to collect on the loan, including NuGenerex. NuGenerex’s position is the contract was frustrated by the assets that were liened were never transferred, NuGenerex did not receive any benefit from the agreement, and thus NuGenerex is not responsible to Compass Bank for repayment of a loan on assets not transferred. Generex intends to implead Brooks Houghton for indemnification who was retained to perform due diligence on the transaction. In May 2019 Brooks Houghton threatened litigation by way of a FINRA Dispute Resolution. Brooks Houghton, who the managing representative is Mr. Centonfanti a prior board member, was under contract to perform due diligence on the Veneto transaction, as well as other unrelated items. The Veneto transaction closed three times, each time with a reduction in price due to material negative circumstances. Brook Houghton, who was under contract to perform due diligence, claims their fee should be paid on the initial closing price not the ultimate resolution of the matter. The company offered to compensate Brooks Houghton pursuant to agreement, 3% on the most recent closing price for Veneto for which Brooks Houghton may have performed some level of work on, payable in kind, and Brooks Houghton declined the offer. Brooks Houghton is claiming $450,000 for the first closing of Veneto, $714,000 for the second closing of Veneto, $882,353 for the Regentys acquisition, and $705,882 for Olaregen. The company is awaiting service. As of July 31, 2019, the Company has accrued for the full $2,752,235 balance. 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, Empire State Pharmacy Inc. and Regentys Corporation which have the following commitments as of July 31, 2019: $112,801 in fiscal year 2020 and $39,879 in fiscal year 2021. 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment, net consisted of the following: July 31, July 31, 2019 2018 Computers and technological assets $ 163,168 $ 11,365 Machinery and equipment 386,929 — Furniture and fixtures 73,227 19,879 Leasehold Improvements 16,596 21,501 639,920 52,745 Less accumulated depreciation (132,927 ) (21,209 ) $ 499,993 $ 31,536 Depreciation expense related to property and equipment amounted to $170,605 and $21,782 for the years ended July 31, 2019 and 2018, respectively. For the year ended July 31, 2019, the Company had $292,681 of disposals and $11,208 of impairment of long-lived assets. The $292,681 of disposals pertains to Veneto and was mostly the result of their shift in business operations during March 2019 described in Notes 1 and 2. The $11,208 impairment of long-lived assets pertains to Grainland Pharmacies Holdings, LLC which ceased to operate – see Note 13. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6 - 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 NGDx and is obligated to issue 4,830,000 shares of common stock upon the conclusion of the Company’s reverse stock splitwhich were issued on October 26, 2018. On January 30, 2019, the Company declared a dividend to holders of Generex common shares of its subsidiary Antigen Express, Inc., d/b/a NuGenerex Immuno-Oncology. On February 25, 2019, Generex shareholders received a dividend of one share of Antigen Express, Inc. for every four shares of Generex common stock which amounted to an issuance of 15,076,849 shares, representing approximately 3.77% ownership of Antigen. The fair value of the shares issued amounted to $1,070,456 and was recorded as a dividend with a corresponding increase to noncontrolling interest. In May 2019, the Company issued 4,000,000 shares of common stock and a $2 million note payable for the acquisition of 592,682 shares of Series A Preferred Stock of Olaregen pursuant to a Stock Purchase Agreement entered into January 14, 2019 subject to the approval of the Board of Directors of Olaregen and consummated on May 10, 2019. In July 2019, the Company issued 1,920,376 shares of common stock for the conversion debt in the amount of $4,350,571. During the fourth quarter of 2019, the Company converted a note payable of $53,000 for 30,000 shares of common stock with a fair value of $69,000. The difference between the fair value of the common stock and the outstanding balance of the note payable was recorded as a loss on extinguishment of debt. As of July 31, 2019, the shares were yet to be issued by the Company. As of July 31, 2018, 302,614 shares remained to be issued resulting in common stock payable of $2,168,951. During the year ended July 31, 2019, 1,238,517 shares of common stock payable were issued. As of July 31, 2019, 588,658 shares remain to be issued resulting in common stock payable of $1,123,188. 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 $0.12 per share. 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 NGDx 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 NGDx equity interests to the Company, waiving and releasing any conditions to such transfer. As of December 1, 2018, NGDx is a wholly owned subsidiary of the Company. During the year ended in July 31, 2019, there was a net loss attributable to the non-controlling interest (49%) in NGDx of $122,692 and contributions made of $133,679. As of July 31, 2019, and 2018, the non-controlling interest in NGDx 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 July 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 July 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 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 | 12 Months Ended |
Jul. 31, 2019 | |
Notes to Financial Statements | |
Redeemable Non-Controlling Interest | Note 7 – 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 $1.46 per share of which 2,793,192 Preferred Stock A was outstanding as of the date of acquisition and as of July 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. |
Inventory
Inventory | 12 Months Ended |
Jul. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 8 – Inventory Inventory consists of the following components: July 31, July 31, 2019 2018 Raw materials $ 77,782 $ — Finished goods 285,226 12,075 Total Inventory $ 363,008 $ 12,075 |
Notes Payable
Notes Payable | 12 Months Ended |
Jul. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – 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. In May 2019, the Company issued 400,000 shares of common stock for full satisfaction of this Note. On January 24, 2019, Generex entered into Securities Purchase Agreements with three 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. 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 trading price of the common stock on the ten days prior to conversion. The embedded conversion feature of these Notes was deemed to require bifurcation and liability classification, at fair value. 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 fair value of the derivative liability and warrants as of the date of issuance was in excess of the Notes (Note 14) resulting in full discount of the Notes. In July 2019, the Company issued 1,065,826 shares of common stock for the conversion of $1,425,000 of principal and $76,976 of accrued interest. Out of the 1,065,826 shares, 266,793 were recorded as common stock payable until the shares were delivered in August 2019. In February 2019, Generex entered into Securities Purchase Agreements with two 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 $1,500,000. The purchase price of the Notes was $1,425,000 and the remaining $75,000 of principal amount represents original issue discount. 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 trading price of the common stock on the ten days prior to conversion. The embedded conversion feature of these Notes was deemed to require bifurcation and liability classification, at fair value. Pursuant to the Securities Purchase Agreements, Generex also sold warrants to the investors to purchase up to an aggregate 102,143 shares of common stock. The fair value of the derivative liability and warrants as of the date of issuance was in excess of the Notes (Note 14) resulting in full discount of the Notes. In April 2019, Generex entered into Securities Purchase Agreements with two 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 $1,060,000. The purchase price of the Notes was $1,010,000 and the remaining $50,000 of principal amount represents original issue discount. 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 trading price of the common stock on the ten days prior to conversion. The embedded conversion feature of these Notes was deemed to require bifurcation and liability classification, at fair value. Pursuant to the Securities Purchase Agreements, Generex also sold warrants to the investors to purchase up to an aggregate 176,968 shares of common stock. The fair value of the derivative liability and warrants as of the date of issuance was in excess of the Notes (Note 14) resulting in full discount of the Notes. In May 2019, the Company consummated a Stock Purchase Agreement entered into January 14, 2019 to which the Company agreed to sell and sold $2,000,000 Promissory Note bearing interest at 7% per annum (the “Notes”) originally due and payable on August 1, 2019. The note remains active and interest has continued to accrue while new terms of the note are in process of being negotiated. In July 2019, Generex entered into Securities Purchase Agreements with two investors pursuant to which the Company agreed to sell and sold convertible notes bearing interest at 9% per annum (the “Notes”) in the aggregate principal amount of $446,600. The purchase price of the Notes was $400,000 and the remaining $46,600 of principal amount represents original issue discount. 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 80% of the lowest volume weighted average trading price of the common stock on the ten days prior to conversion. The embedded conversion feature of these Notes was deemed to require bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $206,548 and was recorded as a discount of the Notes. For the year ending July 31, 2019, amortization of debt discount was $3,008,849 leaving a remaining debt discount balance as of July 31, 2019 of $1,938,994. 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. Pursuant to 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. Pursuant to its acquisition of Regentys, the Company inherited convertible notes with several investors which collectively held a principal plus of $615,000 as of the date of acquisition. During the year ended July 31, 2019, $187,500 was converted into common stock of Regentys and $51,625 was repaid in cash. As of July 31, 2019, the remaining principal balance was $353,375 with an unamortized debt discount balance of $3,719. These notes have an accrued interest balance of $24,940 as of July 31, 2019. Deferred Tax Liability As a result of the acquisition of Regentys and Olaregen, the purchase price allocation attributed to deferred tax liability was $889,782 and $1,040,173, respectfully. The Company has deferred tax assets of over $68 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 $1,502,122 , the Company cannot offset the deferred tax liabilities against its deferred tax assets since the Company acquired less than the 80% of both Regentys and Olaregen preventing the Company to consolidate its income tax returns with Regentys and Olaregen for tax purposes. Therefore, the deferred tax liabilities will be reported separately until such time that the Company determines otherwise. In addition, the Company acquired approximately 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes: The Company has incurred losses since inception, which have generated net operating loss (“NOL”) carryforwards. The NOL carryforwards arise from both United States and Canadian sources. Pre-tax gain or (loss) arising from domestic operations (United States) were ($11,006,793) and $35,948,698 for the years ended July 31, 2019 and 2018, respectively. Pre-tax (losses) arising from foreign operations (Canada) were $(326,461) and $(150,394) for the years ended July 31, 2019 and 2018, respectively. As of July 31, 2019, the Company has NOL carryforwards in Generex Biotechnology Corporation of approximately $196.2 million, which expire in 2020 through 2038, and $13.7 million will not expire. The non-expiring portion is limited to 80% of the current year taxable income of the respective entity. Generex Pharmaceuticals Inc. has NOL carryforwards of approximately $34.4 million, which expire in 2024 through 2039. Antigen Express, Inc. has NOL carryforwards of approximately $36.2 million which expire in 2020 through 2038. Regentys Corporation has NOL carryforwards of approximately $6.0 million of which $5.0 million will expire 2033 through 2039. Olaregen Therapeutics, Inc. has NOL carryforwards of $1.1 million of which $1.1 million will not expire. Veneto has NOL carryforwards of $8.4 million which will not expire. Some of these loss carryforwards are subject to limitation due to the acquisition of Regentys, Olaregen and Antigen and may be limited in future years due to certain structural ownership changes which have occurred over the last several years related to the Company’s equity and convertible debenture financing transactions. For the years ended July 31, 2019 and 2018, the Company’s effective tax rate differs from the federal statutory rate principally due to net operating losses and other temporary differences for which no benefit was recorded. Deferred income taxes consist of the following: July 31, 2019 2018 Net operating loss carryforwards $ 64,308,679 $ 59,296,530 Other temporary differences 1,812,190 (102,273 ) Intangible assets 2,173,419 2,518,572 Total Deferred Tax Assets 68,294,288 61,712,829 Valuation Allowance (68,294,288 ) (61,712,829 ) Deferred Tax Liabilities Intangible assets (—) (—) Other temporary differences — — Total Deferred Tax Liabilities — — Net Deferred Income Taxes $ — $ — A reconciliation of the United States Federal Statutory rate to the Company’s effective tax rate for the years ended July 31, 2019 and 2018 is as follows: July 31, 2019 2018 Federal statutory rate (21.0 )% (26.5 )% Increase (decrease) in income taxes resulting from: Change in fair value of purchase consideration (40.2 ) 28.5 Expiration of net operating loss carryforward 9.9 — Other 2.4 0.9 Tax rate change — (88.7 ) Change in valuation allowance 48.9 85.8 Effective tax rate — % — % On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”), was signed into law by President Trump. The Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 34 percent to 21 percent, effective January 1, 2018 and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations. In December 2017, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Act (“SAB118”), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment. The Company remeasured its deferred tax assets and liabilities as of July 31, 2018, applying the reduced corporate income tax rate and recorded a provisional decrease to the deferred tax assets of $31,876,520, with a corresponding adjustment to the valuation allowance. In the fourth quarter of fiscal year ended July 31, 2019, we completed our analysis to determine the effect of the Tax Act and there were no material adjustments as of July 31, 2019. As of July 31, 2019, the Company had no tax benefits which have not been fully allowed for, and no adjustment to its financial position, results of operations or cash flows was required. The Company does not expect that unrecognized tax benefits will increase within the next twelve months. The Company records interest and penalties related to tax matters within other expense on the accompanying consolidated statement of operations. These amounts are not material to the consolidated financial statements for the years presented. Generally, tax years 2016 to 2019 remain open to examination by the Internal Revenue Agency or other tax jurisdictions to which the Company is subject. The Company’s Canadian tax returns are subject to examination by federal and provincial taxing authorities in Canada. Generally, tax years 2011 to 2019 remain open to examination by the Canada Revenue Agency or other tax jurisdictions to which the Company is subject. |
Net Income Per Share (EPS)
Net Income Per Share (EPS) | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Net Income Per Share (EPS) | Note 11 - 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. Year Ended July 31, July 31, 2019 2018 Weighted average number of common shares outstanding - Basic 48,360,127 1,068,100 Potentially dilutive common stock equivalents 5,157,374 1,523,028 Weighted average number of common and equivalent shares outstanding-Diluted 53,517,501 2,591,129 The following table provides weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, for the years ended July 31, 2019 and 2018, respectively. Year Ended July 31, July 31, 2019 2018 Stock options 2,831,301 17,850 Warrants 15,399,681 — Total 18,230,982 17,850 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jul. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 12 – Goodwill and Intangible Assets Intangible assets consist of the following at July 31: July 31, July 31, 2019 2018 In-Process Research & Development $ 8,761,427 $ 2,911,377 Non-compete agreements 1,210,000 — Developed Software/Technology 131,000 — Other Intangibles 51,274 327,654 10,153,701 3,239,031 Less accumulated amortization (319,432 ) (27,994 ) $ 9,834,269 $ 3,211,037 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. Amortization expense amounted to $255,835 and 2,571 for the years ended July 31, 2019 and 2018, respectively. Estimated amortization expense (in thousands) for the next five years and thereafter is as follows: Year Ending July 31, Amount 2020 $ 434,117 2021 434,118 2022 164,895 2023 30,787 2024 11,138 Thereafter 7,898 $ 1,082,952 Changes in the value of goodwill: Balance as of July 31, 2018 $ — Acquisition of Veneto (revaluation) 15,051,768 Acquisition of Regentys (revaluation) 13,834,581 Acquisition of Olaregen (revaluation) 9,411,224 Balance as of July 31, 2019 $ 38,297,573 |
Acquisitions
Acquisitions | 12 Months Ended |
Jul. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 13 – Acquisitions: NuGenerex Diagnostics LLC: On January 18, 2017, the Company acquired a 51% interest in NuGenerex Diagnostics LLC (“NGDx”), formerly Hema Diagnostic Systems, LLC, pursuant to the Acquisition Agreement. At closing, the Company acquired 4,950 of NGDx’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 NGDx 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 NGDx and a retirement of NGDx 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 NGDx. Following the closing and the completion of Company’s reverse stock split, the Company was required to issue an additional 4,830,000 shares of common stock and issue a warrant to a former shareholder of NGDx to acquire 15,000,000 additional shares of Generex common stock for $2.50 per share. The issue of this warrant is contingent upon the Company obtaining approval from its shareholders for an increase in its authorized share capital. The total consideration was valued at $1,350,916 on the date of the acquisition. As of July 31, 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 NGDx Assets The net purchase price of NGDx was determined to be as follows: Stock Price at Closing Shares Fair Value Purchase price: Common Stock at closing $ 0.23 1,117,011 $ 253,721 Common Stock after closing $ 0.23 420 95 Common Stock post reverse stock split $ 0.23 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, NGDx, Stephen L. Berkman and the other equity owners of NGDx. Simultaneously, on December 1, 2018, Company exercised the Call Option and acquired the remaining 49% non-controlling interest in NGDx. 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 a loss of $4,397,507 and a gain of $15,147,591 was recorded and included in the condensed interim consolidated statements of operations and comprehensive income for the year ending July 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 a loss of $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. 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, July 31, 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. 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, July 31, 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 December 28, 2018. The final allocation of the purchase price as of January 31, 2019, is as follows: Preliminary Allocation as of December 28, 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 represents 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-lived assets. Since acquisition, Empire State Pharmacy Holdings, LLC ceased to operate. Accordingly, the value allocated to its Intangible Assets Arising on Acquisition acquired for $188,068 was charged to impairment of long-lived 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. 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 There was $62,500 of accrued interest on the first closing $15,000,000 note and an additional $1,716,129 of accrued interest on the second closing $35,000,000 promissory note for a total of $1,778,629 accrued interest through March 28, 2019 when the Company entered into an Amendment Agreement (the “ Amendment As a result of the Amended Agreement entered into on March 28, 2019 (“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 “Second Closing” completed on 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 following table summarizes the allocation of the revalued purchase price as of the Veneto acquisition as of the First Closing and the Second Closing during the year ending July 31, 2019: “First Closing” completed on “Second Closing” completed on Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,430,638 — 1,490,638 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 35,603 811,000 846,603 Total assets acquired 8,181,465 811,000 8,992,465 Total current liabilities 2,065,448 — 2,065,448 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,065,448 3,403,948 5,469,396 Net identifiable assets acquired 6,116,017 (2,592,948 ) 3,523,069 Goodwill 15,051,769 Total consideration transferred $ — $ — $ 18,574,838 In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification® (“ASC”) Topic 310, “Receivables”, this agreement is classified as a note receivable and carried at their net realizable value net of allowance of credit losses when management determines that it is probable a loss has been incurred. Notes receivable are charged off against the allowance for credit losses when management determines that the notes receivable are uncollectible and the Company ceases collection efforts. The Company recognizes a portion of the note as interest income in the accompanying consolidated financial statements. The note receivable for $1,387,763 acquired during the first closing of Veneto on October 3, 2018 was to be automatically converted per the purchase agreement into 6% ownership of a third-party company. Due to the ongoing litigation with Veneto, management has not been able to obtain evidence that this note was converted into 6% ownership of the third-party company. In July 2019, Management reviewed all aspects of this transactions and concluded that it has no reason to believe that this amount will be recovered, as such they deem the note receivable of $1,387,763 to be fully impaired. As of July 31, 2019, the note receivable balance had increased to $1,443,083 due to $55,300 of additional accrued interest. The Company has elected to record an allowance for credit loss of $1,387,763 as of July 31, 2019 to fully reserve for the principal portion of the note receivable. The remaining $55,300 of accrued interest was written off and netted against interest income in the consolidated financial statements. 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 Average Developed Software/Technology $ 131,000 5 Referral Base — 15 Non-compete agreements 680,000 3 $ 811,000 Intangible assets are generally amortized on a straight-line basis over the useful lives of the assets. Goodwill initially represented 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. Based on the Amended Agreement (the “ Amendment During the year ending July 31, 2019, the amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets were revalued as follows: Preliminary Average Developed Software/Technology $ 397,000 5 Referral Base 10,000 15 Non-compete agreements 1,870,000 3 $ 2,277,000 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 entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of $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, 2019. As of the date this report was filed, the Company has paid $650,000 and the remaining balance of $2,800,000 is payable on or before November 30, 2019 per extension in amended agreement. • $2,000,000 to initiate patient recruitment activities on or before May 1, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $2,000,000 is payable on or before November 30, 2019 per extension in amended agreement. • $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. On October 31, 2019, the Company and Regentys signed an extension to extend the due date on or before November 30, 2019. The extensions of the due date have no impact on the existing schedule of future payments or any additional terms within the Note. 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 Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 61,857 $ — $ 61,857 Other current assets 13,138 20,543 33,591 Property and equipment, net 444 — 444 Accounts payable and accrued liabilities (1,181,920 ) (307,495 ) (1,488,870 ) Notes payable (639,009 ) 29,685 (609,324 ) Loans form related parties (16,506 ) (399,999 ) (416,505 ) Deferred tax liability (889,782 ) 30,320 (859,462 ) In-Process research & development 3,510,680 (119,630 ) 3,391,050 Non-Controlling interest, net of proceeds: Note receivable from Generex 14,345,205 (2,791 ) 14,345,414 Redeemable non-controlling interest (4,073,898 ) (4,073,898 ) Non-controlling interest (9,870,762 ) (2,791 ) (9,870,762 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 1,259,447 (751,613 ) 907,833 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receivable from Generex 14,345,205 (2,791 ) 14,342,414 Goodwill $ 13,485,758 $ 748,823 $ 13,834,581 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 7 – 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 report was filed, the Company has paid $491,500 of this installment and remaining balance of $308,500 is payable on or before November 30, 2019 per extension in amended agreement. • $3,000,000 on or before April 1, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $3,000,000 is payable on or before November 31, 2019 per extension in amended agreement. • $1,000,000 On or before May 31, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $1,000,000 is payable on or before November 30, 2019 per extension in amended agreement. • $6,000,000 on or before September 30, 2019. In addition, during May 2019, Generex pursuant to a Stock Purchase Agreement purchased 592,682 shares of Series A Preferred Stock of Olaregen in exchange for 4,000,000 shares of the Company’s common stock and a $2,000,000 Promissory Note bearing interest at 7% per annum (the “Notes”) originally due and payable on August 1, 2019. As of the date this report was filed, the Company has not yet paid the balance due of this Note. 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 November 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 Company remitted additional payments of $200,000 on April 30, 2019 and $38,500 on May 17, 2019. On May 22, 2019, the Company and Olaregen amended the agreement to extend the due date of the remaining balance of the second tranche of Guaranteed Payments amounting to $361,500, the full balance of the third tranche amounting to $3,000,000 and the full balance of the fourth tranche amounting to $1,000,000 (total of $4,361,500) on or before June 30, 2019. The extensions of the due date have no impact on the existing schedule of future payments or any additional terms within the Note. 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. Based on the Note, in the event any incremental payment is not paid when due, Olaregen has the option to increase the per share purchase price for all remaining purchased shares to $4.00 per share. Based on $1,400,000 of remitted payments and a Promissory Note balance of $10,400,000 prior to the first extension agreement on March 14, 2019, Olaregen elected the option to proportionally increase the per share purchase price to $4.00 for the remaining 2,899,658 of the total 3,282,632 shares to be acquired. The resulting penalty amounts to an additional $998,633 which has been accrued for the Company to remit to Olaregen pursuant to the acquisition. 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 Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 608,419 $ (400,000 ) $ 208,419 Prepaid expenses 20,488 — 20,488 Inventory 408,501 — 408,501 Other current assets 37,950 — 37,950 Accounts payable (216,670 ) — (216,670 ) Accrued liabilities (216,694 ) — (216,694 ) Deferred tax liability (1,040,173 ) 397,513 (642,660 ) In-Process research & development 3,980,000 (1,521,000 ) 2,459,000 Non-compete agreements 790,000 (260,000 ) 530,000 Non-Controlling interest, net of proceeds: Note receivable from Generex 11,472,663 — 11,472,663 Non-controlling interest (11,999,559 ) — (11,999,559 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 3,844,925 (1,383,485 ) 2,461,440 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receviable from Generex 11,472,663 — 11,472,664 Goodwill $ 8,027,738 $ 1,383,485 $ 9,411,224 The components of the acquired intangible assets were as follows: Preliminary Average Estimated Life In-process research and development $ 3,980,000 — Non-compete agreement 790,000 3 $ 4,770,000 Unaudited Supplemental Pro Forma Data Unaudited pro forma results of operations for the year ended July 31, 2019 and 2018 as though the Company acquired Veneto, Olaregen and Regentys (the “Acquired Companies”) on the first day of each fiscal year are set forth below. Year Ended July 31, 2019 2018 Revenues $ 11,217,169 $ 57,137,821 Cost of revenues 4,143,586 19,236,850 Gross profit 7,073,583 37,900,971 Operating expenses 13,338,328 45,146,085 Operating loss (6,264,744 ) (7,245,114 ) Other income (expense) 1,469,732 523,226 Net loss (4,795,012 ) (6,721,888 ) Net loss attributable to noncontrolling interests (1,606,316 ) (230,222 ) Net Income (loss) Available to Common Stockholders (3,188,696 ) (6,491,666 ) Comprehensive net loss $ (3,188,696 ) $ (6,491,666 ) Basic and diluted earnings per share $ (0.05 ) $ (0.29 ) |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jul. 31, 2019 | |
Notes to Financial Statements | |
Derivative Liability | Note 14 – Derivative Liability 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 Company’s estimate of fair value used quoted market prices of the underlying financial instrument and valued the warrants using a multinomial lattice models. The following table presents the activity for derivative liabilities measured at estimated fair value: Derivative Liability - Convertible Notes Derivative Liability - Warrants Derivative Liability - Downside Protection Total Balance as of August 1, 2017 $ — $ — $ — $ — Balance as of July 31, 2018 — — — — Additions during the year 5,178,241 353,464 6,424,338 11,956,043 Change in fair value 988,267 (28,214 ) (3,085,502 ) (2,125,449 ) Change due to exercise / redemptions (2,010,312 ) — — (2,010,312 ) — Balance as of July 31, 2019 $ 4,156,196 $ 325,250 $ 3,338,836 $ 7,820,282 |
Warrants
Warrants | 12 Months Ended |
Jul. 31, 2019 | |
Warrants Abstract | |
Warrants | Note 15 - Warrants A summary of the Company’s warrant activities is as follows: Number of Warrants Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding – August 1, 2018 - $ - - - - - Outstanding - July 31, 2018 - $ - - - Issued 15,399,681 2.53 1.06 4,500,000 Outstanding - July 31, 2019 15,399,681 $ 2.53 0.40 4,500,000 For the year ended July 31, 2019, the Company issued 15,399,681 warrants which consisted of 399,681 issued to investors of convertible notes and 15,000,000 issued to a former shareholder of NGDx upon acquisition of the remaining 49% interest of the entity (Note 9). All the warrants issued vested immediately upon issuance. Additionally, 84,000 warrants are to be issued to AEXG in connection with an arbitrator’s award (Note 4). |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 16 - Stock-Based Compensation Stock Option Plans As of July 31, 2019, the Company had three 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) and 1,200,000 shares of common stock reserved for issuance under the 2019 Stock Option Plan (the 2019 Plan). At July 31, 2019, there were 2,823,450, 232,022,875, 1,200,000 shares of common stock reserved for future awards under the 2006 Plan, 2017 Plan and 2019 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, 2017 and 2019 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 Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding – August 1, 2018 379,998 $ 1.48 1.11 69,843 Granted — — Forfeited or expired (147,777 ) (0.05 ) Exercised — — Outstanding - July 31, 2018 232,221 $ 1.00 0.25 10,719 Granted 9,976,125 0.71 7.59 20,821,821 Forfeited or expired (2,219,671 ) (0.43 ) 8.18 Exercised — — Outstanding - July 31, 2019 7,988,675 $ 0.84 7.21 15,961,391 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on July 31, 2019. The market values as of July 31, 2019 was $2.80 based on the closing bid price for July 31, 2019. There were 3,369,842 vested common stock options under the Plan as of July 31, 2019. The compensation expense was $3,000,974 for the year ended July 31, 2019. There was additional compensation expense pertaining to the Regentys acquisition of $11,472 for the year ended July 31, 2019 for total compensation expense of $3,012,446. The Company had $3,263,569 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan at July 31, 2019 to be recognized over an average of 2.49 years. 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: Year Ended July 31, 2019 Exercise price $0.11 – 1.85 Expected term 5 to 10 years Risk-free interest rate 2.03% - 3.15 % Estimated volatility 135.2% - 222.2 % Expected dividend — Stock price at valuation date $0.11 – $1.85 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the audited annual consolidated financial statements were issued in the unaudited condensed interim consolidated financial statements were issued. On August 1, 2019 Generex finalized the acquisition of Pantheon Medical – Foot & Ankle, LLC (“Pantheon) through a stock purchase agreement and issued 560,000 shares of common stock. On August 1, 2019 Generex finalized the acquisition of MediSource Partners, LLC through a stock purchase agreement and issued 400,000 shares of common stock. On August 8, 2019, the Company converted $649,851 of principal into 384,000 shares of common stock. On August 12, 2019, the Company converted $45,000 of principal and $2,500 of interest into 30,666 shares of common stock. On August 12, 2019, the Company retained a consultant to provide financial advisory services in connection with and support of the various financing options and other services for the Company to raise up to Seven Million Dollars ($7,000,000) in debt capital for the Company payable upon funding equal to five (5%) of the principal amount funded by investors introduced by the Consultant. On August 13, 2019, the Company entered into a Public Secured Financing Facility Agreement with an investor pursuant to which the Company will receive a $5,000,000 financing facility bearing 13.50% interest per annum. The Company may receive subsequent financing in addition to the initial amount of $5,000,000 but shall not exceed a total of $7,000,000. The financing facility matures on August 13, 2021. On August 14, 2019, the Company entered into 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 $1,100,000. Pursuant to the Securities Purchase Agreements, the Company also sold to the Investor warrants to purchase up to an aggregate 62,857 shares of common stock with the fair value of the warrants as of the date of issuance in excess of the Notes resulting in full discount of the Notes. On August 15, 2019, the Company entered an agreement to pay an investor $900,000 for the prepayment of $666,667 owed under the note. Pursuant to the agreement, the Company converted $350,000 owed under the note into 230,351 shares of the Company’s common stock based upon a conversion price of $1.51942 per share. On August 16, 2019, the Company entered into a Share Exchange Agreement to purchase an additional 900,000 shares in Olaregen Therapeutix Inc. from Olaregen Therapeutix LLC representing increasing Generex’s ownership from approximately 62% to 76%. On August 19, 2019, the Company converted $60,000 of principal and $3,450 of interest into 46,110 shares of common stock. On August 12, 2019, the Company repaid in cash $100,149 in principal and $37,411 of interest. On August 21, 2019, the Company converted $100,000 of principal and $5,699 of interest into 94,373 shares of common stock. On August 29, 2019, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell and sold a convertible note bearing interest at 9% per annum (the “Note”) in the principal amount of $250,000. On September 1, 2019, the Company retained a consultant to provide consulting services directly or through affiliated entities, certain management, administrative, marketing and/or clinical services to various ancillary healthcare for providers for a fee of $2,000,000; $250,000 payable in shares of common stock; and $1,750,000 payable in 18 equal installments of $97,222.22 per month payable in cash as is available from the operations of newly acquired subsidiaries Pantheon and MediSource, or shares of common stock issued monthly.On September 2, 2019 Generex signed a Memorandum of Understanding with Paradise Valley Family Medicine to form a partnership under NuGenerex Health, LLC for the provision of ancillary health services. On September 2, 2019 Generex signed a Memorandum of Understanding with Paradise Valley Family Medicine to form a partnership under NuGenerex Health, LLC for the provision of ancillary health services. On September 3, 2019, we declared a stock dividend on our outstanding Common Stock for stockholders of record date August 30, 2019 (the “Record Date”). As a result, all stockholders on the Record Date who hold their shares through the pay date of November 29, 2019 will receive one new share of Common Stock for each share of Common Stock owned by them as of that date. On September 2, 2019 Generex signed a Memorandum of Understanding with Arizona Endocrinology Center to form a partnership under NuGenerex Health, LLC for the provision of ancillary health services. On September 6, Generex signed a binding Letter of Intent with ALTuCELL, Inc (“ALTuCELL”), a clinical-stage development company with a broad intellectual property portfolio focused on cell encapsulation technology for the treatment of diabetes, autoimmune diseases, and inflammatory conditions to purchase 51% of ALTuCELL’s equity in exchange for $2,000,000 in cash, $8,000,000 in the Company’s common stock price at $2.50/share, and commitment to fund $5,000,000 towards ALTuCELL’s development costs pursuant to a mutually agreed upon clinical development plan based upon a valuation of ALTuCELL equal to $29,500,000 On September 20, 2019, Generex paid ALTuCELL a preliminary payment of $50,000 to bind the agreement. On September 10, 2019, Generex and its subsidiaries, NuGenerex Distribution Solutions, LLC and NuGenerex Distributions Solutions 2, LLC (jointly “NDS”) filed an arbitration action against Veneto Holdings, LLC and certain affiliated entities holding shares of our common stock issued in connection with our acquisition of Veneto’s assets, alleging, among other things, that Veneto never transferred the ownership rights in at least one pharmacy to NDS. This pharmacy was a necessary element in the operation of other assets transferred by Veneto. The ownership rights in this pharmacy was a substantial portion of the consideration for shares issued to Veneto and its affiliates, and, as a result, Generex contends the shares issued to Veneto and its affiliates were never fully paid for. The arbitration is pending before the American Arbitration Association in Delaware. On September 10, 2019, the Company converted $100,000 of principal and $6,361 of interest into 75,737 shares of common stock. On September 12, 2019, 20,375,900 shares of common stock held in trust for the benefit of the Company were cancelled by the Company. On September 13, 2019, the Company converted 592,683 Preferred Shares of Olaregen Therapeutics, Inc. Series A Preferred Stock into Common Stock. On September 17, 2019, the Company converted $130,000 of principal and $8,522 of interest into 95,130 shares of common stock. On September 18, 2019, the Company converted $150,000 of principal and $9,699 of interest into 112,941 shares of common stock. On October 1, 2019, the Company retained a consultant to provide consulting services in support of the Company’s mission to raise capital, identify potential mergers, as well as other strategic advice to increase the value of the Company for a monthly fee of $5,000 for each calendar month commencing October 2019 and continuing through the termination date of September 30, 2024. The consultant received options to purchase 1,000,000 shares of common stock, vesting in equal increments of 200,000 shares on October 1 st On October 10, 2019 Generex amended the acquisition agreement for the purchase of Pantheon effective on August 1, 2019 to provide a performance incentive up to $500,000 of GNBT Stock for exceeding annual EBIDTA targets of Pantheon of $1,000,000, 1,500,000 and $2,000,000 for the years ending July 31, 2020, 2021 and 2022, respectively, plus an additional $50,000 of GENBT Stock for each additional $100,000 of EBDITA achieved by Pantheon. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These financial statements include all of the Company’s subsidiaries, including those operating outside the United States and are prepared in accordance with US GAAP. The consolidated financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated. The subsidiaries included in the Company’s consolidated financial statements are: Generex Pharmaceuticals, Inc.; Generex (Bermuda), Inc.(dormant); Antigen Express, Inc.; 1097346 Ontario, Inc.(inactive); NuGenerex Diagnostics LLC “NGDx,” formerly known as Hema Diagnostic Systems, LLC; Hema Diagnostics Systems Panama S.A.(dissolved); Rapid Medical Diagnostics Corporation; NuGenerex Distribution Solutions, LLC; Grainland Pharmacy Inc.(inactive); Empire State Pharmacy Inc (inactive); NuGenerex Medical Marketing (inactive); Regentys Corporation (51%); and Olaregen Therapeutix Inc. (51%). |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair value at the date of acquisition of the assets given, equity instruments issued, or liabilities incurred or assumed. Acquisition related costs are expensed as incurred (except for those costs arising on the issue of equity instruments which are recognized directly in equity). Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the acquisition date. Goodwill is measured as the excess of the acquisition cost and the amount of any non-controlling interest, over the fair value of the identifiable net assets acquired. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers |
Patents | Patents Capitalized patent costs represent legal costs incurred to establish patents and a portion of the acquisition price paid attributed to patents upon the acquisition of Antigen in August 2003 and the acquisition of NGDx in January 2017. When patents reach a mature stage, any associated legal costs are comprised mostly of maintenance fees and costs of national applications and are expensed as incurred. Capitalized patent costs are amortized on a straight-line basis over the remaining life of the patent. As patents are abandoned, the net book value of the patent is written off. |
Revenue Recognition | Revenue Recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue from the 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 (item ii) 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 (v)). Shipment to or pick up by the patient is the first time that all criteria for revenue recognition have been met. Revenue from the 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 (v). Revenue from Olaregen and NGDx is recognized upon payment at the time the product(s) is released (shipment delivered using a common carrier), and the control is transferred which is simultaneous to when payment received and accepted. Revenue from the provision of management services is recognized in accordance with the contractual terms of the relationship (item i); however, the current agreements in place typically specify that a percentage of the gross margin associated with the third-parties’ sales that the Company facilitates is to be remitted (iii), and as such, the revenue is considered earned upon completion of the third parties’ sales of such products (iv). Like pharmacy services described above, revenue 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) (v). 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. In March 2019, the Company changed its business model to no longer utilize their existing pharmacies. This shift resulted in breaking their existing lease agreements with their pharmacies, lab and lab related equipment leases which resulted in a liability of $784,999 as of July 31, 2019 and disposing the majority of applicable leasehold improvements, reduction of employees and no longer holding and selling inventory. Going forward Veneto will conduct business exclusively through their management services organization and by entering into more ancillary provider service agreements with third party pharmacies as an effort to reduce fixed costs and salaries. This was made practicable due to the decrease in overall script volume coupled with delays in the Company being able to receive operating licenses from various government agencies. |
Intangible Assets | Intangible Assets The costs of in-process research and development (“IPR&D”), related to the Company’s business combination with NGDx, were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D is not amortized, but is reviewed for impairment at least annually, or when events or changes in the business environment indicate the carrying value may be impaired. The Company also acquired licenses to operate pharmacies which were recorded at cost. They are evaluated annually for possible impairment. Management determined that as of July 31, 2019, the IPR&D and licenses are not impaired. |
Impairment or Disposal of Long-Lived Assets and Intangibles | Impairment or Disposal of Long-Lived Assets and Intangibles The Company accounts for the impairment or disposal of long-lived assets according to FASB ASC Topic 360, Property, Plant and Equipment At July 31, 2019, we recorded an asset impairment charge of $287,587 for an intangible assets acquired in 2018, comprised of $188,069 and $99,519 for the Empire State Pharmacy and Grainland Pharmacy assets, respectively. |
Derivative Liability | Derivative Liability The Company’s derivative financial instruments are measured at fair value using the Monte Carlo, Black Scholes and multinomial lattice models which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the instrument. The liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities.” |
Research and Development Costs | Research and Development Costs Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs, including payroll costs, and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development tax credit arrangements are offset against current research and development expense. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. |
Inventories | Inventories Inventories, which consist of both raw materials and finished goods, is valued at the lower of cost or net realizable value. Inventory costs are comprised primarily of product, labor, freight and duty. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. For the year ending July 31, 2019, the Company had a write down of inventory for $645,351 related to obsolescence which is classified as cost of goods sold. |
Property and Equipment | Property and Equipment Property, equipment and improvements to leased premises are depreciated using the straight-line method over the estimated useful lives of the assets, or when applicable, the term of the lease, whichever is shorter. Major renewals or replacements that substantially extend the useful life of an asset are capitalized and depreciated. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which are generally as follows: 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 3-5 years Furniture and fixtures 3-7 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. |
Goodwill | Goodwill The Company accounts for purchased goodwill and intangible assets with indefinite lives in accordance with FASB Accounting Standards Codification 350-10, “Intangibles—Goodwill and Other,” (“ASC 350-10”) goodwill and intangible assets with indefinite lives are reviewed by us at least annually for impairment. For purposes of these analyses, the estimate of fair value is based on the income approach, which estimates the fair value based on future discounted cash flows. The estimate of future discounted cash flows is based on assumptions and projections that are believed to be currently reasonable and supportable. If it is determined the carrying value of goodwill or other intangible assets to be impaired, then the carrying value is reduced. The purchase price of acquisitions is allocated to the assets acquired and liabilities assumed based upon their respective fair values and are subject to change during the twelve month period subsequent to the acquisition date. We engage independent third-party valuation firms to assist us in determining the fair values of assets acquired and liabilities assumed at the time of acquisition. Such valuations require us to make significant estimates and assumption, including projections of future events and operating performance. Fair value estimates are derived from established market values of comparable assets, or internal calculations of estimated future net cash flows. Our estimate of future cash flows is based on assumptions and projections we believe to be currently reasonable and supportable. |
Stock-Based Compensation | Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods, which typically conform to the performance period. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net earnings per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. Diluted earnings per share is calculated using the treasury stock method. |
Comprehensive Income/(Loss) | Comprehensive Income/(Loss) Other comprehensive income/(loss), which includes only foreign currency translation adjustments, is shown in the consolidated statements of operations and comprehensive loss and in the consolidated statements of changes in stockholders’ deficiency. |
Foreign Currency Transactions and Translations | Foreign Currency Transactions and Translations The functional and reporting currency of the Company and most of its subsidiaries is the United States Dollar. One subsidiary, Generex Pharmaceuticals, Inc., has a functional currency of the Canadian Dollar. Foreign denominated assets and liabilities of the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period. Revenue and expense accounts are translated at an average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary’s financial statements from its functional currency to the Company’s reporting currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations and comprehensive loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, payables, and short term and long term debt. The carrying values of cash and cash equivalents, trade receivables, other receivables, and payables approximate their fair value due to their short maturities. The carrying value of long term debt approximates the of similar terms and remaining maturities available to the company. At July 31, 2019, the Company did not have any assets measured at fair value on a recurring basis. The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2018. July 31, 2018 Level 1 Level 2 Level 3 Total Call option $ — $ 2,168,211 $ — $ 2,168,211 Total $ — $ 2,168,211 $ — $ 2,168,211 The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2019 and July 31, 2018: July 31, 2019 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 7,820,282 $ 7,820,282 Total $ — $ — $ 7,820,282 $ 7,820,282 July 31, 2018 Level 1 Level 2 Level 3 Total Warrants to be issued $ — $ 24,962,507 $ — $ 24,962,507 Total $ — $ 24,962,507 $ — $ 24,962,507 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates, including those related to long lived assets (including patents) impairment valuations, derivatives and contingencies and litigation, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting estimates are reviewed and discussed with the Board of Directors. The Company considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made, if changes in the estimate or if different estimates that could have been selected would have a material impact on our results of operations or financial condition. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest As a result of the acquisition of Regentys, which had 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 early adoption of ASU 2017-11 in the second quarter of the fiscal year 2019, the Company has no derivative financials instruments with down round features classified as a liability at July 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 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. • 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 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” • 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 found that the adoption did not have a material effect on the Company’s consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation” (Topic 718): Scope of Modification Accounting. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718 Compensation-Stock Compensation. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The ASU is effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The guidance was adopted as of August 1, 2018 and did not have a material effect on the Company’s consolidated financial statements and related disclosures. |
Recently Issued Accounting Standards | 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 consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2018. July 31, 2018 Level 1 Level 2 Level 3 Total Call option $ — $ 2,168,211 $ — $ 2,168,211 Total $ — $ 2,168,211 $ — $ 2,168,211 The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2019 and July 31, 2018: July 31, 2019 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 7,820,282 $ 7,820,282 Total $ — $ — $ 7,820,282 $ 7,820,282 July 31, 2018 Level 1 Level 2 Level 3 Total Warrants to be issued $ — $ 24,962,507 $ — $ 24,962,507 Total $ — $ 24,962,507 $ — $ 24,962,507 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following: July 31, July 31, 2019 2018 Computers and technological assets $ 163,168 $ 11,365 Machinery and equipment 386,929 — Furniture and fixtures 73,227 19,879 Leasehold Improvements 16,596 21,501 639,920 52,745 Less accumulated depreciation (132,927 ) (21,209 ) $ 499,993 $ 31,536 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following components: July 31, July 31, 2019 2018 Raw materials $ 77,782 $ — Finished goods 285,226 12,075 Total Inventory $ 363,008 $ 12,075 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Deferred income taxes | Deferred income taxes consist of the following: July 31, 2019 2018 Net operating loss carryforwards $ 64,308,679 $ 59,296,530 Other temporary differences 1,812,190 (102,273 ) Intangible assets 2,173,419 2,518,572 Total Deferred Tax Assets 68,294,288 61,712,829 Valuation Allowance (68,294,288 ) (61,712,829 ) Deferred Tax Liabilities Intangible assets (—) (—) Other temporary differences — — Total Deferred Tax Liabilities — — Net Deferred Income Taxes $ — $ — |
Reconciliation of effective tax rate | A reconciliation of the United States Federal Statutory rate to the Company’s effective tax rate for the years ended July 31, 2019 and 2018 is as follows: July 31, 2019 2018 Federal statutory rate (21.0 )% (26.5 )% Increase (decrease) in income taxes resulting from: Change in fair value of purchase consideration (40.2 ) 28.5 Expiration of net operating loss carryforward 9.9 — Other 2.4 0.9 Tax rate change — (88.7 ) Change in valuation allowance 48.9 85.8 Effective tax rate — % — % |
Net Income Per Share (EPS) (Tab
Net Income Per Share (EPS) (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Computation of diluted EPS | 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. Year Ended July 31, July 31, 2019 2018 Weighted average number of common shares outstanding - Basic 48,360,127 1,068,100 Potentially dilutive common stock equivalents 5,157,374 1,523,028 Weighted average number of common and equivalent shares outstanding-Diluted 53,517,501 2,591,129 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table provides weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, for the years ended July 31, 2019 and 2018, respectively. Year Ended July 31, July 31, 2019 2018 Stock options 2,831,301 17,850 Warrants 15,399,681 — Total 18,230,982 17,850 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at July 31: July 31, July 31, 2019 2018 In-Process Research & Development $ 8,761,427 $ 2,911,377 Non-compete agreements 1,210,000 — Developed Software/Technology 131,000 — Other Intangibles 51,274 327,654 10,153,701 3,239,031 Less accumulated amortization (319,432 ) (27,994 ) $ 9,834,269 $ 3,211,037 |
Estimated amortization expense | Estimated amortization expense (in thousands) for the next five years and thereafter is as follows: Year Ending July 31, Amount 2020 $ 434,117 2021 434,118 2022 164,895 2023 30,787 2024 11,138 Thereafter 7,898 $ 1,082,952 |
Changes in value of goodwill | Changes in the value of goodwill: Balance as of July 31, 2018 $ — Acquisition of Veneto (revaluation) 15,051,768 Acquisition of Regentys (revaluation) 13,834,581 Acquisition of Olaregen (revaluation) 9,411,224 Balance as of July 31, 2019 $ 38,297,573 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Net purchase price of NGDx | The net purchase price of NGDx was determined to be as follows: Stock Price at Closing Shares Fair Value Purchase price: Common Stock at closing $ 0.23 1,117,011 $ 253,721 Common Stock after closing $ 0.23 420 95 Common Stock post reverse stock split $ 0.23 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, July 31, 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, July 31, 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 | We finalized our allocation of the purchase price as of December 28, 2018. The final allocation of the purchase price as of January 31, 2019, is as follows: Preliminary Allocation as of December 28, 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 $ — $ — |
Schedule of Finite-Lived Intangible Assets | The components of the acquired intangible assets were as follows: Preliminary Average Estimated Life 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 year ended July 31, 2019 and 2018 as though the Company acquired Veneto, Olaregen and Regentys (the “Acquired Companies”) on the first day of each fiscal year are set forth below. Year Ended July 31, 2019 2018 Revenues $ 11,217,169 $ 57,137,821 Cost of revenues 4,143,586 19,236,850 Gross profit 7,073,583 37,900,971 Operating expenses 13,338,328 45,146,085 Operating loss (6,264,744 ) (7,245,114 ) Other income (expense) 1,469,732 523,226 Net loss (4,795,012 ) (6,721,888 ) Net loss attributable to noncontrolling interests (1,606,316 ) (230,222 ) Net Income (loss) Available to Common Stockholders (3,188,696 ) (6,491,666 ) Comprehensive net loss $ (3,188,696 ) $ (6,491,666 ) Basic and diluted earnings per share $ (0.05 ) $ (0.29 ) |
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 “Second Closing” completed on 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 following table summarizes the allocation of the revalued purchase price as of the Veneto acquisition as of the First Closing and the Second Closing during the year ending July 31, 2019: “First Closing” completed on “Second Closing” completed on Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,430,638 — 1,490,638 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 35,603 811,000 846,603 Total assets acquired 8,181,465 811,000 8,992,465 Total current liabilities 2,065,448 — 2,065,448 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,065,448 3,403,948 5,469,396 Net identifiable assets acquired 6,116,017 (2,592,948 ) 3,523,069 Goodwill 15,051,769 Total consideration transferred $ — $ — $ 18,574,838 |
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 Average Developed Software/Technology $ 131,000 5 Referral Base — 15 Non-compete agreements 680,000 3 $ 811,000 During the year ending July 31, 2019, the amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets were revalued as follows: Preliminary Average Developed Software/Technology $ 397,000 5 Referral Base 10,000 15 Non-compete agreements 1,870,000 3 $ 2,277,000 |
Regentys | |
Summary of Acquisition | The following table summarizes the allocation of the preliminary purchase price as of the Regentys acquisition: Preliminary Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 61,857 $ — $ 61,857 Other current assets 13,138 20,543 33,591 Property and equipment, net 444 — 444 Accounts payable and accrued liabilities (1,181,920 ) (307,495 ) (1,488,870 ) Notes payable (639,009 ) 29,685 (609,324 ) Loans form related parties (16,506 ) (399,999 ) (416,505 ) Deferred tax liability (889,782 ) 30,320 (859,462 ) In-Process research & development 3,510,680 (119,630 ) 3,391,050 Non-Controlling interest, net of proceeds: Note receivable from Generex 14,345,205 (2,791 ) 14,345,414 Redeemable non-controlling interest (4,073,898 ) (4,073,898 ) Non-controlling interest (9,870,762 ) (2,791 ) (9,870,762 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 1,259,447 (751,613 ) 907,833 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receivable from Generex 14,345,205 (2,791 ) 14,342,414 Goodwill $ 13,485,758 $ 748,823 $ 13,834,581 |
Olaregen | |
Summary of Acquisition | The following table summarizes the allocation of the preliminary purchase price as of the Olaregen acquisition: Preliminary Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 608,419 $ (400,000 ) $ 208,419 Prepaid expenses 20,488 — 20,488 Inventory 408,501 — 408,501 Other current assets 37,950 — 37,950 Accounts payable (216,670 ) — (216,670 ) Accrued liabilities (216,694 ) — (216,694 ) Deferred tax liability (1,040,173 ) 397,513 (642,660 ) In-Process research & development 3,980,000 (1,521,000 ) 2,459,000 Non-compete agreements 790,000 (260,000 ) 530,000 Non-Controlling interest, net of proceeds: Note receivable from Generex 11,472,663 — 11,472,663 Non-controlling interest (11,999,559 ) — (11,999,559 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 3,844,925 (1,383,485 ) 2,461,440 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receviable from Generex 11,472,663 — 11,472,664 Goodwill $ 8,027,738 $ 1,383,485 $ 9,411,224 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Notes to Financial Statements | |
Schedule of Derivative Liabilities at Fair Value | The following table presents the activity for derivative liabilities measured at estimated fair value: Derivative Liability - Convertible Notes Derivative Liability - Warrants Derivative Liability - Downside Protection Total Balance as of August 1, 2017 $ — $ — $ — $ — Balance as of July 31, 2018 — — — — Additions during the year 5,178,241 353,464 6,424,338 11,956,043 Change in fair value 988,267 (28,214 ) (3,085,502 ) (2,125,449 ) Change due to exercise / redemptions (2,010,312 ) — — (2,010,312 ) — Balance as of July 31, 2019 $ 4,156,196 $ 325,250 $ 3,338,836 $ 7,820,282 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Warrants Abstract | |
Schedule of warrant activities | A summary of the Company’s warrant activities is as follows: Number of Warrants Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding – August 1, 2018 - $ - - - - - Outstanding - July 31, 2018 - $ - - - Issued 15,399,681 2.53 1.06 4,500,000 Outstanding - July 31, 2019 15,399,681 $ 2.53 0.40 4,500,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Share-based Payment Arrangement [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 Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding – August 1, 2018 379,998 $ 1.48 1.11 69,843 Granted — — Forfeited or expired (147,777 ) (0.05 ) Exercised — — Outstanding - July 31, 2018 232,221 $ 1.00 0.25 10,719 Granted 9,976,125 0.71 7.59 20,821,821 Forfeited or expired (2,219,671 ) (0.43 ) 8.18 Exercised — — Outstanding - July 31, 2019 7,988,675 $ 0.84 7.21 15,961,391 |
Fair value assumptions used in Black-Scholes option-pricing | The following assumptions were used in the Black-Scholes option-pricing model: Year Ended July 31, 2019 Exercise price $0.11 – 1.85 Expected term 5 to 10 years Risk-free interest rate 2.03% - 3.15 % Estimated volatility 135.2% - 222.2 % Expected dividend — Stock price at valuation date $0.11 – $1.85 |
Organization of Business and _2
Organization of Business and Going Concern (Details Narrative) - USD ($) | Jan. 07, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | Jan. 18, 2017 |
Accumulated deficit | $ (418,727,875) | $ (409,386,468) | ||
Working capital deficiency | $ 28,000,000 | |||
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 regenerative medicine company that is preparing to launch its proprietary, patented, wound conforming gel matrix, Excellagen, an FDA 510K cleared wound healing product. | |||
Hema Diagnostic Systems, LLC | ||||
Majority interest | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Call option | $ 0 | $ 2,168,211 |
Warrants to be issued | 0 | 24,962,507 |
Derivative liability | ||
Derivative liability | 7,820,282 | |
Total | 7,820,282 | |
Warrants | ||
Warrants to be issued | 24,962,507 | |
Total | 24,962,507 | |
Fair Value, Inputs, Level 1 [Member] | Derivative liability | ||
Derivative liability | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 1 [Member] | Warrants | ||
Warrants to be issued | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 2 [Member] | Derivative liability | ||
Derivative liability | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrants | ||
Warrants to be issued | 24,962,507 | |
Total | 24,962,507 | |
Fair Value, Inputs, Level 3 [Member] | Derivative liability | ||
Derivative liability | 7,820,282 | |
Total | $ 7,820,282 | |
Fair Value, Inputs, Level 3 [Member] | Warrants | ||
Warrants to be issued | 0 | |
Total | 0 | |
Call Option | ||
Call option | 2,168,211 | |
Total | 2,168,211 | |
Call Option | Fair Value, Inputs, Level 1 [Member] | ||
Call option | 0 | |
Total | 0 | |
Call Option | Fair Value, Inputs, Level 2 [Member] | ||
Call option | 2,168,211 | |
Total | 2,168,211 | |
Call Option | Fair Value, Inputs, Level 3 [Member] | ||
Call option | 0 | |
Total | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Liability | $ 784,999 | |
Asset impairment charge | 287,587 | |
Write down of inventory | 645,351 | |
Decrease in deferred tax assets | $ 31,876,520 | |
Federal income tax rate | 21.00% | 35.00% |
Empire State Pharmacy | ||
Asset impairment charge | $ 188,069 | |
Grainland Pharmacy assets | ||
Asset impairment charge | $ 99,519 | |
Computers and technological assets [Member] | ||
Estimated useful lives | 3-5 years | |
Machinery and Equipment [Member] | ||
Estimated useful lives | 3-5 years | |
Furniture and Fixtures [Member] | ||
Estimated useful lives | 3-7 years |
Loan from Related Parties (Deta
Loan from Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 18, 2019 | Jul. 31, 2019 | Jan. 07, 2019 | Jul. 31, 2018 | |
Berkman | ||||
Agreement terms | Pursuant to the January 18, 2017 Acquisition, Mr. Berkman, previous owner of NGDx and debt holder, agreed, under certain conditions to transfer the remaining 49% of the NGDx 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 NGDx equity interests to the Company, waiving and releasing any conditions to such transfer. NGDx is now a wholly owned subsidiary of the Company. In addition to the assignment of the NGDx 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 Mr. Berkman’s advances of $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 | |||
Regentys | ||||
Outstanding balance | $ 19,700 | |||
Loans payable to related parties | $ 16,505 | |||
Repayment of loan | 3,305 | |||
Proceeds from Loans | $ 6,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 02, 2018 | Nov. 27, 2019 | Aug. 22, 2017 | Dec. 31, 2011 | Jul. 31, 2019 | Nov. 16, 2012 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | 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 Payment, 2020 | $ 112,801 | ||||||||||||
Rental payment, 2021 | $ 39,879 | ||||||||||||
Litigation awards for damages | $ 315,695 | ||||||||||||
Litigation awards, exercisable shares | 84,000 | ||||||||||||
Exercise price | $ 2.50 | ||||||||||||
Note amount | $ 446,600 | $ 2,000,000 | $ 1,060,000 | $ 1,500,000 | $ 2,110,000 | $ 1,060,000 | $ 682,000 | ||||||
Value of the warrants | 232,283 | ||||||||||||
Liquidated damages | 220,000 | ||||||||||||
Accrued Liquidated damages | 452,283 | ||||||||||||
Accrued claim | $ 2,752,235 | ||||||||||||
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. | ||||||||||||
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 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jul. 31, 2019 | Jan. 07, 2019 | Jul. 31, 2018 |
Property and equipment | $ 639,920 | $ 52,745 | |
Less accumulated depreciation | (132,927) | (21,209) | |
Property and equipment, net | 499,993 | $ 444 | 31,536 |
Computers and technological assets | |||
Property and equipment | 163,168 | 11,365 | |
Machinery and Equipment [Member] | |||
Property and equipment | 386,929 | ||
Furniture and Fixtures [Member] | |||
Property and equipment | 73,227 | 19,879 | |
Leasehold Improvements [Member] | |||
Property and equipment | $ 16,596 | $ 21,501 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Depreciation expense | $ 170,605 | $ 21,782 |
Disposal of assets | 292,681 | |
Impairment of long-lived assets | 11,208 | |
Veneto Holdings, L.L.C. | ||
Disposal of assets | 292,681 | |
Grainland Pharmacies Holdings | ||
Impairment of long-lived assets | $ 11,208 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jan. 07, 2019 | Jul. 31, 2019 | May 31, 2019 | Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | Dec. 01, 2018 | Nov. 30, 2018 | Oct. 26, 2018 | Mar. 27, 2017 | Feb. 09, 2017 | Jan. 18, 2017 |
Common stock issued | 62,290,940 | 62,290,940 | 62,290,940 | 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 payable, Shares | 1,238,517 | |||||||||||
Common stock payable, Amount | $ 1,123,188 | |||||||||||
Net (loss) attributable to noncontrolling interests | (1,665,387) | $ (385,400) | ||||||||||
Investment in subsidiary by noncontrolling interest | 0 | 327,593 | ||||||||||
Non-controlling interest | $ (9,870,762) | $ 16,974,439 | $ 16,974,439 | 16,974,439 | $ (5,576,272) | |||||||
Common stock issued for conversion debt, Shares | 1,920,376 | |||||||||||
Common stock issued for conversion debt, Value | $ 4,350,571 | 18,406,684 | ||||||||||
Stock issued for conversion of note payable, Shares | 30,000 | |||||||||||
Stock issued for conversion of note payable, Value | $ 53,000 | |||||||||||
Fair value | $ 69,000 | $ 69,000 | $ 69,000 | |||||||||
Remain To Be Issued | ||||||||||||
Common stock issued | 588,658 | 588,658 | 588,658 | 302,614 | ||||||||
Series H Convertible Preferred Stock | ||||||||||||
Common stock issued upon conversion of preferred stock | 25,200,000 | 25,200,000 | 25,200,000 | |||||||||
Convertible preferred stock, shares authorized | 109,000 | 109,000 | 109,000 | 109,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | 63,000 | 63,000 | |||||||
Convertible preferred stock shares issued value | $ 0 | $ 0 | $ 0 | $ 3 | $ 3,000,000 | |||||||
Series I Convertible Preferred Stock | ||||||||||||
Convertible preferred stock, shares authorized | 6,000 | 6,000 | 6,000 | 6,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Convertible preferred stock, shares issued | 0 | 0 | 0 | 16,590 | ||||||||
Convertible preferred stock shares issued value | $ 0 | $ 0 | $ 0 | $ 1 | ||||||||
Olaregen Series A Preferred Stock [Member] | ||||||||||||
Convertible preferred stock, shares authorized | 592,683 | 592,683 | 592,683 | 0 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Convertible preferred stock, shares issued | 592,683 | 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 | 2,793,192 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Convertible preferred stock shares issued value | ||||||||||||
NGDx | ||||||||||||
Non-controlling interest | $ 5,576,272 | $ 5,576,272 | 5,576,272 | $ 0 | ||||||||
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 | |||||||||||
Olaregen | ||||||||||||
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 July 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. | |||||||||||
Regentys | ||||||||||||
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 july 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. | |||||||||||
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 | |||||||||||
Stock Purchase Agreement | Olaregen | ||||||||||||
Common stock issued for acquisition | 4,000,000 | |||||||||||
Notes payable for acquisition | $ 2,000,000 | |||||||||||
Number of Preferred Stock | 592,682 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Details Narrative) - USD ($) | Jul. 31, 2019 | Jan. 07, 2019 | Jul. 31, 2018 |
Notes to Financial Statements | |||
Redeemable Non-Controlling Int | $ 4,073,898 | $ (4,073,898) | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 77,782 | $ 0 |
Finished goods | 285,226 | 12,075 |
Total Inventory | $ 363,008 | $ 12,075 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May 22, 2019 | Jul. 31, 2019 | May 31, 2019 | May 22, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 24, 2019 | Nov. 25, 2018 | Oct. 26, 2018 | Jul. 31, 2019 | Aug. 31, 2019 | Jan. 07, 2019 | Jul. 31, 2018 | Dec. 28, 2017 |
Note amount | $ 446,600 | $ 2,000,000 | $ 1,060,000 | $ 1,500,000 | $ 2,110,000 | $ 1,060,000 | $ 682,000 | $ 446,600 | ||||||
Purchase price of note | 400,000 | 1,010,000 | 1,425,000 | 2,010,000 | 1,000,000 | 550,000 | 400,000 | |||||||
Investor fee | 15,000 | |||||||||||||
Original issue discount | $ 46,600 | $ 25,000 | $ 50,000 | $ 75,000 | $ 100,000 | $ 60,000 | $ 147,000 | 46,600 | ||||||
Effective interest | 27.50% | 3.00% | ||||||||||||
Interest rate | 9.00% | 7.00% | 10.00% | 10.00% | 10.00% | |||||||||
Due date | Aug. 1, 2019 | Nov. 26, 2019 | Oct. 26, 2019 | |||||||||||
Common stock issued in satisfaction notes | 400,000 | |||||||||||||
Number of warrants sold | 84,126 | 176,968 | 102,143 | 120,570 | ||||||||||
Payment of Promissory Note | $ 4,361,500 | $ 4,800,000 | 320,000 | |||||||||||
Common stock issued for conversion debt, Shares | 1,920,376 | |||||||||||||
Common stock issued for conversion debt, Value | $ 4,350,571 | 18,406,684 | ||||||||||||
Common stock payable | 0 | 0 | $ 266,793 | $ 2,168,951 | ||||||||||
Derivative liability | 206,548 | 206,548 | ||||||||||||
Amortization of debt discount | 3,008,849 | |||||||||||||
Debt discount | 1,938,994 | 1,938,994 | ||||||||||||
Deferred tax liability | $ 889,782 | 889,782 | $ 889,782 | $ 1,040,173 | ||||||||||
Notes Payable | ||||||||||||||
Common stock issued for conversion debt, Shares | 1,065,826 | |||||||||||||
Regentys | ||||||||||||||
Note amount | $ 353,375 | 353,375 | ||||||||||||
Payment of Promissory Note | 51,625 | |||||||||||||
Accrued interest | 24,940 | |||||||||||||
Debt discount | 3,719 | $ 3,719 | ||||||||||||
Number of common stock converted | 187,500 | |||||||||||||
Principal | ||||||||||||||
Common stock issued for conversion debt, Value | $ 615,000 | |||||||||||||
Principal | Notes Payable | ||||||||||||||
Common stock issued for conversion debt, Value | 1,425,000 | |||||||||||||
Accrued Interest | Notes Payable | ||||||||||||||
Common stock issued for conversion debt, Value | $ 76,976 |
Income Taxes - Deferred income
Income Taxes - Deferred income taxes (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 64,308,679 | $ 59,296,530 |
Other temporary differences | 1,812,190 | (102,273) |
Intangible assets | 2,173,419 | 2,518,572 |
Total Deferred Tax Assets | 68,294,288 | 61,712,829 |
Valuation Allowance | (68,294,288) | (61,712,829) |
Deferred Tax Liabilities | ||
Intangible assets | 0 | 0 |
Other temporary differences | 0 | 0 |
Total Deferred Tax Liabilities | 0 | 0 |
Net Deferred Income Taxes | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective tax rate (Details) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (21.00%) | (26.50%) |
Increase (decrease) in income taxes resulting from: | ||
Change in fair value of purchase consideration | (40.20%) | 28.50% |
Expiration of net operating loss carryforward | 9.90% | 0.00% |
Other | 2.40% | 0.90% |
Tax rate change | 0.00% | (88.70%) |
Change in valuation allowance | 48.90% | 85.80% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Pre-tax gain or (loss) arising from domestic operations | $ (11,006,793) | $ 35,948,698 |
Pre-tax (losses) arising from foreign operations | (326,461) | $ (150,394) |
NOL carryforwards | 196,200,000 | |
Decrease in deferred tax assets | 31,876,520 | |
Generex Pharmaceuticals | ||
NOL carryforwards | 34,400,000 | |
Antigen Express | ||
NOL carryforwards | 36,200,000 | |
Regentys | ||
NOL carryforwards | 6,000,000 | |
Olaregen | ||
NOL carryforwards | $ 1,100,000 |
Net (Loss) _ Income Per Share (
Net (Loss) / Income Per Share (“EPS”) - Computation of diluted EPS (Details) - shares | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Accounting Policies [Abstract] | ||
Weighted average number of common shares outstanding - Basic | 48,360,127 | 1,068,100 |
Potentially dilutive common stock equivalents | 5,157,374 | 1,523,028 |
Weighted average number of common and equivalent shares outstanding-Diluted | 53,517,501 | 2,591,129 |
Net Income Per Share (EPS) - Sc
Net Income Per Share (EPS) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Total | 18,230,982 | 17,850 |
Stock options | ||
Total | 2,831,301 | 17,850 |
Warrants | ||
Total | 15,399,681 | 0 |
Goodwill and Intangible Assets_
Goodwill and Intangible Assets: Intangible assets (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Intangible assets gross | $ 10,153,701 | $ 3,239,031 |
Less accumulated amortization | (319,432) | (27,994) |
Intangible assets net | 9,834,269 | 3,211,037 |
In Process Research and Development [Member] | ||
Intangible assets gross | 8,761,427 | 2,911,377 |
Noncompete Agreements [Member] | ||
Intangible assets gross | 1,210,000 | |
Developed Software/Technology [Member] | ||
Intangible assets gross | 131,000 | |
Other Intangible Assets [Member] | ||
Intangible assets gross | $ 51,274 | $ 327,654 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets: Estimated amortization expense (Details) - USD ($) | Jul. 31, 2019 | Dec. 28, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 434,117 | |
2021 | 434,118 | |
2022 | 164,895 | |
2023 | 30,787 | |
2024 | 11,138 | |
Thereafter | 7,898 | |
Total | $ 1,082,952 | $ 276,380 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets: Changes in value of goodwill (Details) | 12 Months Ended |
Jul. 31, 2019USD ($) | |
Balance at beginning | $ 0 |
Balance at end | 38,297,573 |
Goodwill | |
Balance at beginning | 0 |
Balance at end | 38,297,573 |
Goodwill | Veneto Holdings, L.L.C. | |
Acquisition | 15,051,768 |
Goodwill | Regentys | |
Acquisition | 13,834,581 |
Goodwill | Olaregen | |
Acquisition | $ 9,411,224 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 255,835 | $ 2,571 |
Acquisitions - Net purchase pri
Acquisitions - Net purchase price of NGDx (Details) - USD ($) | 6 Months Ended | ||||
Jan. 18, 2017 | Jul. 31, 2019 | Oct. 26, 2018 | Jul. 31, 2018 | Feb. 09, 2017 | |
Purchase price: | |||||
Shares | 1,117,011 | 62,290,940 | 4,830,000 | 22,430,121 | 2,179,989 |
At Closing | |||||
Purchase price: | |||||
Stock Price at Closing | $ 0.23 | ||||
Shares | 1,117,011 | ||||
Fair Value | $ 253,721 | ||||
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 |
Acquisitions - Fair Value Assum
Acquisitions - Fair Value Assumptions Used in Accounting for Warrants (Details) - $ / shares | Dec. 01, 2018 | Jul. 31, 2019 | Jul. 31, 2018 |
Dividend | 0.00% | ||
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) - Call Option - $ / shares | Dec. 01, 2018 | Jul. 31, 2018 |
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 |
Acquisitions - Purchase price a
Acquisitions - Purchase price allocated as of acquisition date (Details) - USD ($) | Jul. 31, 2019 | Jan. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Jul. 31, 2018 | Dec. 28, 2017 |
Intangible assets | $ 1,082,952 | $ 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 | $ 38,297,573 | $ 13,485,758 | $ 0 | $ 0 | ||
Allocation Adjustments | ||||||
Intangible assets | $ 0 | |||||
Property and Equipment | 0 | |||||
Computer software acquired | 0 | |||||
Leasehold Improvements | 0 | |||||
Total Assets Acquired | 0 | |||||
Consideration: | ||||||
Goodwill | $ 748,823 | $ 1,383,485 | ||||
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 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisition (Details) - USD ($) | Jul. 31, 2019 | Jan. 07, 2019 | Nov. 02, 2018 | Oct. 03, 2018 | Jul. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 |
Cash and cash equivalents | $ 298,485 | $ 61,857 | $ 1,046,365 | $ 2,879,165 | |||
Accounts receivable, net | 36,311 | 33,555 | |||||
Inventory, net | 363,008 | 12,075 | |||||
Property and equipment, net | 499,993 | 444 | 31,536 | ||||
Other assets, net | 30,621 | 7,824 | |||||
Intangible assets, net | 1,082,952 | $ 276,380 | |||||
Total current liabilities | 28,946,023 | 25,229,015 | |||||
Notes payable | 8,368,379 | 639,009 | 320,000 | ||||
Net identifiable assets acquired | 1,259,447 | ||||||
Goodwill | 38,297,573 | $ 13,485,758 | $ 0 | $ 0 | |||
"Veneto First Closing" | |||||||
Cash and cash equivalents | 2,410,150 | $ 2,410,150 | |||||
Accounts receivable, net | 1,430,638 | 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 | 35,603 | |||||
Total assets acquired | 8,181,465 | 8,625,905 | |||||
Total current liabilities | 2,065,448 | 2,509,887 | |||||
Notes payable | |||||||
Total liabilities assumed | 2,065,448 | 2,509,887 | |||||
Net identifiable assets acquired | 6,116,017 | 6,116,018 | |||||
Goodwill | 8,883,982 | ||||||
Total consideration transferred | $ 15,000,000 | ||||||
"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 | 811,000 | 7,110,000 | |||||
Total assets acquired | 811,000 | 7,110,000 | |||||
Total current liabilities | |||||||
Notes payable | 3,403,948 | 3,403,948 | |||||
Total liabilities assumed | 3,403,948 | 3,403,948 | |||||
Net identifiable assets acquired | (2,592,948) | 3,706,052 | |||||
Goodwill | 16,293,948 | ||||||
Total consideration transferred | $ 20,000,000 | ||||||
Total | |||||||
Cash and cash equivalents | 2,410,150 | ||||||
Accounts receivable, net | 1,935,078 | ||||||
Inventory, net | 1,068,856 | ||||||
Prepaid expenses | 95,804 | ||||||
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 | ||||||
Total | |||||||
Cash and cash equivalents | 2,410,150 | ||||||
Accounts receivable, net | 1,490,638 | ||||||
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 | 846,603 | ||||||
Total assets acquired | 8,992,465 | ||||||
Total current liabilities | 2,065,448 | ||||||
Notes payable | 3,403,948 | ||||||
Total liabilities assumed | 5,469,396 | ||||||
Net identifiable assets acquired | 3,523,069 | ||||||
Goodwill | 15,051,769 | ||||||
Total consideration transferred | $ 18,574,838 |
Acquisitions - Estimated amorti
Acquisitions - Estimated amortization expense (Details) - Preliminary Fair Value - USD ($) | Oct. 03, 2019 | Jul. 31, 2019 |
Total | $ 811,000 | $ 2,277,000 |
Developed Software/Technology [Member] | ||
Total | $ 131,000 | $ 397,000 |
Average Estimated Life | 5 years | 5 years |
Referral Base [Member] | ||
Total | $ 0 | $ 10,000 |
Average Estimated Life | 15 years | 15 years |
Noncompete Agreements [Member] | ||
Total | $ 680,000 | $ 1,870,000 |
Average Estimated Life | 3 years | 3 years |
Acquisitions - Purchase price_2
Acquisitions - Purchase price as of the Regentys acquisition (Details) - USD ($) | Jul. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Jul. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 |
Cash and cash equivalents | $ 298,485 | $ 61,857 | $ 1,046,365 | $ 2,879,165 | ||
Other current assets | 275,731 | 13,138 | 96,251 | |||
Property and equipment, net | 499,993 | 444 | 31,536 | |||
Accounts payable and accrued liabilities | (19,055,822) | (1,181,920) | (11,044,774) | |||
Notes payable | (8,368,379) | (639,009) | (320,000) | |||
Loans from related parties | (16,506) | |||||
Deferred tax liability | (889,782) | (889,782) | (1,040,173) | |||
In-process research & development | 3,510,680 | |||||
Note receivable from Generex | 14,345,205 | |||||
Redeemable non-controlling interest | 4,073,898 | (4,073,898) | 0 | |||
Non-controlling interest | 16,974,439 | (9,870,762) | (5,576,272) | |||
Cash paid prior to the time of closing | 0 | |||||
Total Fair Value of Assets Acquired | 1,259,447 | |||||
Cash paid prior to the time of closing | 400,000 | |||||
Goodwill | $ 38,297,573 | 13,485,758 | $ 0 | $ 0 | ||
Allocation Adjustments | ||||||
Cash and cash equivalents | 0 | $ (400,000) | ||||
Other current assets | 20,543 | 0 | ||||
Property and equipment, net | 0 | |||||
Accounts payable and accrued liabilities | (307,495) | |||||
Notes payable | 29,685 | |||||
Loans from related parties | (399,999) | |||||
Deferred tax liability | 30,320 | 397,513 | ||||
In-process research & development | (119,630) | (1,521,000) | ||||
Note receivable from Generex | (2,791) | 0 | ||||
Non-controlling interest | (2,791) | 0 | ||||
Cash paid prior to the time of closing | 400,000 | 400,000 | ||||
Total Fair Value of Assets Acquired | (751,613) | (1,383,485) | ||||
Cash paid prior to the time of closing | 0 | 0 | ||||
Note receivable from Generex | 0 | |||||
Goodwill | 748,823 | 1,383,485 | ||||
Revised Allocation | ||||||
Cash and cash equivalents | 61,857 | 208,419 | ||||
Other current assets | 33,591 | 37,950 | ||||
Property and equipment, net | 444 | |||||
Accounts payable and accrued liabilities | (1,488,870) | |||||
Notes payable | (609,324) | |||||
Loans from related parties | (416,505) | |||||
Deferred tax liability | (859,462) | (642,660) | ||||
In-process research & development | 3,391,050 | 2,459,000 | ||||
Note receivable from Generex | 14,345,414 | 11,472,663 | ||||
Redeemable non-controlling interest | (4,073,898) | |||||
Non-controlling interest | (9,870,762) | (11,999,559) | ||||
Cash paid prior to the time of closing | 400,000 | 400,000 | ||||
Total Fair Value of Assets Acquired | 907,833 | 2,461,440 | ||||
Cash paid prior to the time of closing | 400,000 | 400,000 | ||||
Note receivable from Generex | 11,472,664 | |||||
Goodwill | $ 13,834,581 | $ 9,411,224 |
Acquisitions - Purchase price_3
Acquisitions - Purchase price as of the Olaregen acquisition (Details) - USD ($) | Jul. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Jul. 31, 2018 | Dec. 28, 2017 | Jul. 31, 2017 |
Cash and cash equivalents | $ 298,485 | $ 61,857 | $ 1,046,365 | $ 2,879,165 | ||
Inventory | 363,008 | 12,075 | ||||
Other current assets | 275,731 | 13,138 | 96,251 | |||
Deferred tax liability | (889,782) | (889,782) | (1,040,173) | |||
In-process research & development | 3,510,680 | |||||
Note receivable from Generex | 14,345,205 | |||||
Non-controlling interest | 16,974,439 | (9,870,762) | (5,576,272) | |||
Cash paid prior to the time of closing | 0 | |||||
Total Fair Value of Assets Acquired | 1,259,447 | |||||
Cash paid prior to the time of closing | 400,000 | |||||
Goodwill | $ 38,297,573 | 13,485,758 | $ 0 | $ 0 | ||
Preliminary Allocations | ||||||
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) | |||||
Deferred tax liability | (1,040,173) | |||||
In-process research & development | 3,980,000 | |||||
Non-compete agreement | 790,000 | |||||
Note receivable from Generex | 11,472,663 | |||||
Non-controlling interest | (11,999,559) | |||||
Cash paid prior to the time of closing | 0 | |||||
Total Fair Value of Assets Acquired | 3,844,925 | |||||
Cash paid prior to the time of closing | 400,000 | |||||
Note receivable from Generex | 11,472,663 | |||||
Goodwill | 8,027,738 | |||||
Allocation Adjustments | ||||||
Cash and cash equivalents | 0 | (400,000) | ||||
Prepaid Expenses | 0 | |||||
Inventory | 0 | |||||
Other current assets | 20,543 | 0 | ||||
Accounts payable | 0 | |||||
Accrued liabilities | 0 | |||||
Deferred tax liability | 30,320 | 397,513 | ||||
In-process research & development | (119,630) | (1,521,000) | ||||
Non-compete agreement | (260,000) | |||||
Note receivable from Generex | (2,791) | 0 | ||||
Non-controlling interest | (2,791) | 0 | ||||
Cash paid prior to the time of closing | 400,000 | 400,000 | ||||
Total Fair Value of Assets Acquired | (751,613) | (1,383,485) | ||||
Cash paid prior to the time of closing | 0 | 0 | ||||
Note receivable from Generex | 0 | |||||
Goodwill | 748,823 | 1,383,485 | ||||
Revised Allocation | ||||||
Cash and cash equivalents | 61,857 | 208,419 | ||||
Prepaid Expenses | 20,488 | |||||
Inventory | 408,501 | |||||
Other current assets | 33,591 | 37,950 | ||||
Accounts payable | (216,670) | |||||
Accrued liabilities | (216,694) | |||||
Deferred tax liability | (859,462) | (642,660) | ||||
In-process research & development | 3,391,050 | 2,459,000 | ||||
Non-compete agreement | 530,000 | |||||
Note receivable from Generex | 14,345,414 | 11,472,663 | ||||
Non-controlling interest | (9,870,762) | (11,999,559) | ||||
Cash paid prior to the time of closing | 400,000 | 400,000 | ||||
Total Fair Value of Assets Acquired | 907,833 | 2,461,440 | ||||
Cash paid prior to the time of closing | 400,000 | 400,000 | ||||
Note receivable from Generex | 11,472,664 | |||||
Goodwill | $ 13,834,581 | $ 9,411,224 |
Acquisitions - Intangible asset
Acquisitions - Intangible assets (Details) - Olaregen - USD ($) | 1 Months Ended | |
Nov. 27, 2019 | Nov. 27, 2018 | |
Total | $ 4,770,000 | |
Developed Software/Technology [Member] | ||
Total | 3,980,000 | |
Noncompete Agreements [Member] | ||
Total | $ 790,000 | |
Average Estimated Life | 3 years |
Acquisitions - Unaudited Supple
Acquisitions - Unaudited Supplemental Pro Forma Data (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenues | $ 11,217,169 | $ 57,137,821 |
Cost of revenues | 4,143,586 | 19,236,850 |
Gross profit | 7,073,583 | 37,900,971 |
Operating expenses | 13,338,328 | 45,146,085 |
Operating loss | (6,264,744) | (7,245,114) |
Other income (expense) | 1,469,732 | 523,226 |
Net loss | (4,795,012) | (6,721,888) |
Net loss attributable to noncontrolling interests | (1,606,316) | (230,222) |
Net Income (loss) Available to Common Stockholders | (3,188,696) | (6,491,666) |
Comprehensive net loss | $ (3,188,696) | $ (6,491,666) |
Basic and diluted earnings per share | $ (0.05) | $ (0.29) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | May 22, 2019 | Nov. 02, 2018 | Oct. 03, 2018 | May 31, 2019 | May 22, 2019 | Nov. 28, 2018 | Nov. 27, 2018 | Nov. 25, 2018 | Oct. 26, 2018 | Dec. 28, 2017 | Jan. 18, 2017 | Jul. 31, 2019 | Dec. 01, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | 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 | 4,830,000 | 1,117,011 | 62,290,940 | 22,430,121 | 2,179,989 | |||||||||||
Limited liability company units receied | 300 | |||||||||||||||
Call Option | $ 13,431,706 | |||||||||||||||
Call option recorded as an asset | $ 0 | $ 2,168,211 | ||||||||||||||
Changes in fair value of contingent purchase consideration | $ 15,147,591 | |||||||||||||||
Warrant issued to acquire stock | 15,000,000 | |||||||||||||||
Common stock, price per year | $ 2.50 | $ 2.53 | $ 0 | $ 0 | ||||||||||||
Total consideration | $ 1,350,916 | |||||||||||||||
Intangible assets acquired | 2,911,377 | |||||||||||||||
Aggregate purchase price | $ 1 | |||||||||||||||
Promissory Note | $ 320,000 | |||||||||||||||
Promissory Note, Due Date | Aug. 1, 2019 | Nov. 26, 2019 | Oct. 26, 2019 | |||||||||||||
Promissory Note, interest rate | 27.50% | 3.00% | ||||||||||||||
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 | $ 4,361,500 | $ 4,800,000 | $ 320,000 | |||||||||||||
Berkman | ||||||||||||||||
Common stock, price per year | $ 2.50 | |||||||||||||||
Shares exercisable | 15,000,000 | |||||||||||||||
Grainland Pharmacy Holdings | ||||||||||||||||
Promissory Note, Due Date | Jun. 28, 2018 | |||||||||||||||
Goodwill impairment | $ 99,519 | |||||||||||||||
Empire State Pharmacy Holdings | ||||||||||||||||
Goodwill impairment | $ 188,068 | |||||||||||||||
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 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”). | |||||||||||||||
LOI description | 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. | |||||||||||||||
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 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, 2019. As of the date this report was filed, the Company has paid $650,000 and the remaining balance of $2,800,000 is payable on or before November 30, 2019 per extension in amended agreement. • $2,000,000 to initiate patient recruitment activities on or before May 1, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $2,000,000 is payable on or before November 30, 2019 per extension in amended agreement. • $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. | |||||||||||||||
LOI description | On November 28, 2018, Generex and Regentys entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of $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. | |||||||||||||||
Payment of Promissory Note | $ 51,625 | |||||||||||||||
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 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Derivative liabilities at beginning | $ 0 | $ 0 |
Additions during the year | 11,956,043 | |
Change in fair value | (2,125,449) | 0 |
Change due to exercise / redemptions | (2,010,312) | |
Derivative liabilities at end | 7,820,283 | 0 |
Derivative Liability Convertible Notes | ||
Derivative liabilities at beginning | 0 | 0 |
Additions during the year | 5,178,241 | |
Change in fair value | 988,267 | |
Change due to exercise / redemptions | (2,010,312) | |
Derivative liabilities at end | 4,156,196 | 0 |
Derivative Liability Warrants | ||
Derivative liabilities at beginning | 0 | 0 |
Additions during the year | 353,464 | |
Change in fair value | (28,214) | |
Change due to exercise / redemptions | 0 | |
Derivative liabilities at end | 325,250 | 0 |
Derivative Liability Downside Protection | ||
Derivative liabilities at beginning | 0 | 0 |
Additions during the year | 6,424,338 | |
Change in fair value | (3,085,502) | |
Change due to exercise / redemptions | 0 | |
Derivative liabilities at end | $ 3,338,836 | $ 0 |
Warrants (Details)
Warrants (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Warrants Abstract | ||
Number of Warrants Outstanding at beginning | 0 | 0 |
Number of Warrants issued | 15,399,681 | 0 |
Number of Warrants Outstanding at end | 15,399,681 | 0 |
Weighted Average Exercise Price per Share Outstanding at beginning | $ 0 | $ 0 |
Weighted Average Exercise Price per Share issued | 2.53 | 0 |
Weighted Average Exercise Price per Share Outstanding at end | $ 2.53 | $ 0 |
Weighted Average Remaining Life of Warrants issued (Years) | 1 year 22 days | |
Weighted Average Remaining Life of Warrants Outstanding at end (Years) | 4 months 24 days | |
Aggregate Intrinsic Value Warrants Outstanding at beginning | $ 0 | $ 0 |
Aggregate Intrinsic Value Warrants issued | 4,500,000 | 0 |
Aggregate Intrinsic Value Warrants Outstanding at end | $ 4,500,000 | $ 0 |
Warrants (Details Narrative)
Warrants (Details Narrative) - shares | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Number of Warrants issued | 15,399,681 | 0 |
Investors | ||
Number of Warrants issued | 399,681 | |
Former Shareholder | ||
Number of Warrants issued | 15,000,000 |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common stock options granted, forfeited or expired and exercised (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Options Outstanding, Beginning | 232,221 | 379,998 | |
Options Granted | 9,976,125 | 0 | |
Options Forfeited or expired | (2,219,671) | (147,777) | |
Options Exercised | 0 | 0 | |
Options Outstanding, End | 7,988,675 | 232,221 | 379,998 |
Weighted Average Exercise Price per Share, Beginning | $ 1 | $ 1.48 | |
Weighted Average Exercise Price per Share, Granted | 0.71 | ||
Weighted Average Exercise Price per Share, Forfeited or expired | (0.43) | (0.05) | |
Weighted Average Exercise Price per Share, Exercised | |||
Weighted Average Exercise Price per Share, End | $ 0.84 | $ 1 | $ 1.48 |
Weighted Average Remaining Life Options Outstanding (Years) | 7 years 2 months 16 days | 2 months 30 days | 1 year 1 month 9 days |
Weighted Average Remaining Life Options Granted | 7 years 7 months 2 days | ||
Weighted Average Remaining Life Options Forfeited or expired | 8 years 2 months 5 days | ||
Aggregate Intrinsic Value Options, Outstanding Beginning | $ 10,719 | $ 69,843 | |
Aggregate Intrinsic Value Options Granted | 20,821,821 | ||
Aggregate Intrinsic Value Options, Outstanding Ending | $ 15,961,391 | $ 10,719 | $ 69,843 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions used in Black-Scholes option-pricing (Details) | 12 Months Ended |
Jul. 31, 2019$ / shares | |
Expected dividend | 0.00% |
Minimum [Member] | |
Exercise price | $ 0.11 |
Expected term | 5 years |
Risk-free interest rate | 2.03% |
Estimated volatility | 135.20% |
Stock price at period end date | $ 0.11 |
Maximum [Member] | |
Exercise price | $ 1.85 |
Expected term | 10 years |
Risk-free interest rate | 3.15% |
Estimated volatility | 222.20% |
Stock price at period end date | $ 1.85 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Market value | $ 2.80 | |
Compensation expense | $ 3,006,203 | $ 0 |
Stock Options | ||
Compensation expense | 3,012,446 | |
Unrecognized compensation costs | $ 3,263,569 | |
Unrecognized compensation period | 2 years 5 months 27 days | |
Stock Option Plan 2006 | ||
Common stock reserved for future issuance | 2,835,000 | |
Common stock reserved for future awards | 2,823,450 | |
Options vested | 3,369,842 | |
Stock Option Plan 2017 | ||
Common stock reserved for future issuance | 240,000,000 | |
Common stock reserved for future awards | 232,022,875 | |
Stock Option Plan 2019 | ||
Common stock reserved for future issuance | 1,200,000 | |
Common stock reserved for future awards | 1,200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 10, 2019 | Oct. 01, 2019 | Sep. 12, 2019 | Sep. 10, 2019 | Sep. 06, 2019 | Sep. 01, 2019 | Aug. 16, 2019 | Aug. 15, 2019 | Aug. 14, 2019 | Aug. 13, 2019 | Aug. 12, 2019 | Aug. 08, 2019 | Aug. 01, 2019 | Sep. 18, 2019 | Sep. 17, 2019 | Aug. 29, 2019 | Aug. 21, 2019 | Aug. 19, 2019 | Jul. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 24, 2019 | Nov. 25, 2018 | Oct. 26, 2018 | Jul. 31, 2019 | Sep. 13, 2019 |
Common stock issued for conversion debt, Shares | 1,920,376 | ||||||||||||||||||||||||||
Common stock issued for conversion debt, Value | $ 4,350,571 | $ 18,406,684 | |||||||||||||||||||||||||
Note amount | $ 446,600 | $ 2,000,000 | $ 1,060,000 | $ 1,500,000 | $ 2,110,000 | $ 1,060,000 | $ 682,000 | 446,600 | |||||||||||||||||||
Interest rate | 9.00% | 7.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||
Due date | Aug. 1, 2019 | Nov. 26, 2019 | Oct. 26, 2019 | ||||||||||||||||||||||||
Number of warrants sold | 84,126 | 176,968 | 102,143 | 120,570 | |||||||||||||||||||||||
Principal | |||||||||||||||||||||||||||
Common stock issued for conversion debt, Value | $ 615,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Common stock issued for conversion debt, Shares | 75,737 | 30,666 | 384,000 | 112,941 | 95,130 | 94,373 | 46,110 | ||||||||||||||||||||
Common stock issued for conversion debt, Value | $ 649,851 | ||||||||||||||||||||||||||
Financial advisory services description | Company retained a consultant to provide financial advisory services in connection with and support of the various financing options and other services for the Company to raise up to Seven Million Dollars ($7,000,000) in debt capital for the Company payable upon funding equal to five (5%) of the principal amount funded by investors introduced by the Consultant. | ||||||||||||||||||||||||||
Number of shares cancelled | 20,375,900 | ||||||||||||||||||||||||||
Consulting services description | Company retained a consultant to provide consulting services in support of the Company’s mission to raise capital, identify potential mergers, as well as other strategic advice to increase the value of the Company for a monthly fee of $5,000 for each calendar month commencing October 2019 and continuing through the termination date of September 30, 2024. The consultant received options to purchase 1,000,000 shares of common stock, vesting in equal increments of 200,000 shares on October 1st of each year commencing on October 1, 2019 at an exercise price of $2.09 per share. The consultant is to be paid a 2.0% transaction fee payable on all transactions consummated during the term. The transaction fee is based on the amount of all proceeds and other consideration paid or received, to be paid or received, or retained by the Company. | Company retained a consultant to provide consulting services directly or through affiliated entities, certain management, administrative, marketing and/or clinical services to various ancillary healthcare for providers for a fee of $2,000,000; $250,000 payable in shares of common stock; and $1,750,000 payable in 18 equal installments of $97,222.22 per month payable in cash as is available from the operations of newly acquired subsidiaries Pantheon and MediSource, or shares of common stock issued monthly. | |||||||||||||||||||||||||
Performance incentive decription | On October 10, 2019 Generex amended the acquisition agreement for the purchase of Pantheon effective on August 1, 2019 to provide a performance incentive up to $500,000 of GNBT Stock for exceeding annual EBIDTA targets of Pantheon of $1,000,000, 1,500,000 and $2,000,000 for the years ending July 31, 2020, 2021 and 2022, respectively, plus an additional $50,000 of GENBT Stock for each additional $100,000 of EBDITA achieved by Pantheon. | ||||||||||||||||||||||||||
Number of Preferred stock converted | 592,683 | ||||||||||||||||||||||||||
Subsequent Event [Member] | ALTuCELL [Member] | |||||||||||||||||||||||||||
Letter of Intent description | Generex signed a binding Letter of Intent with ALTuCELL, Inc (“ALTuCELL”), a clinical-stage development company with a broad intellectual property portfolio focused on cell encapsulation technology for the treatment of diabetes, autoimmune diseases, and inflammatory conditions to purchase 51% of ALTuCELL’s equity in exchange for $2,000,000 in cash, $8,000,000 in the Company’s common stock price at $2.50/share, and commitment to fund $5,000,000 towards ALTuCELL’s development costs pursuant to a mutually agreed upon clinical development plan based upon a valuation of ALTuCELL equal to $29,500,000 On September 20, 2019, Generex paid ALTuCELL a preliminary payment of $50,000 to bind the agreement. | ||||||||||||||||||||||||||
Subsequent Event [Member] | Investors | |||||||||||||||||||||||||||
Note description | Company entered an agreement to pay an investor $900,000 for the prepayment of $666,667 owed under the note. Pursuant to the agreement, the Company converted $350,000 owed under the note into 230,351 shares of the Company’s common stock based upon a conversion price of $1.51942 per share. | ||||||||||||||||||||||||||
Subsequent Event [Member] | Public Secured Financing Facility Agreement [Member] | Investors | |||||||||||||||||||||||||||
Financing Facility | Company entered into a Public Secured Financing Facility Agreement with an investor pursuant to which the Company will receive a $5,000,000 financing facility bearing 13.50% interest per annum. The Company may receive subsequent financing in addition to the initial amount of $5,000,000 but shall not exceed a total of $7,000,000. The financing facility matures on August 13, 2021. | ||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement | Investors | |||||||||||||||||||||||||||
Note amount | $ 1,100,000 | $ 250,000 | |||||||||||||||||||||||||
Interest rate | 10.00% | 9.00% | |||||||||||||||||||||||||
Number of warrants sold | 62,857 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Share Exchange Agreement | |||||||||||||||||||||||||||
Number of shares increased | 900,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Pantheon [Member] | |||||||||||||||||||||||||||
Common stock issued for acquisition | 560,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | MediSource Partners [Member] | |||||||||||||||||||||||||||
Common stock issued for acquisition | 400,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Principal | |||||||||||||||||||||||||||
Common stock issued for conversion debt, Value | $ 100,000 | $ 45,000 | $ 150,000 | $ 130,000 | $ 100,000 | $ 60,000 | |||||||||||||||||||||
Repayment of loan | 100,149 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Interest | |||||||||||||||||||||||||||
Common stock issued for conversion debt, Value | $ 6,361 | $ 2,500 | $ 9,699 | $ 8,522 | $ 5,699 | 3,450 | |||||||||||||||||||||
Repayment of loan | $ 37,411 |