Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2020 | Mar. 17, 2020 | |
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'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-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 78,222,313 |
UNAUDITED CONDENSED INTERIM CON
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 269,069 | $ 298,485 |
Accounts receivable, net | 239,919 | 36,311 |
Inventory, net | 861,094 | 363,008 |
Other current assets | 504,100 | 275,731 |
Total Current Assets | 1,874,182 | 973,535 |
Property and equipment | 483,121 | 499,993 |
Goodwill | 38,901,126 | 38,297,573 |
Intangible assets, net | 10,647,507 | 9,834,269 |
Operating lease right-of-use assets - net | 165,570 | 0 |
Other assets, net | 31,621 | 30,621 |
TOTAL ASSETS | 52,103,127 | 49,635,991 |
Current Liabilities | ||
Accounts payable and accrued expenses | 24,117,503 | 19,055,822 |
Notes payable, net of debt issuance cost and discount | 11,816,170 | 8,368,379 |
Loans from related parties | 29,700 | 19,700 |
Operating lease liabilities | 90,999 | 0 |
Deferred tax liability | 1,502,122 | 1,502,122 |
Total Current Liabilities | 37,556,494 | 28,946,023 |
Derivative liability | 10,361,668 | 7,820,283 |
Common stock payable | 86,239 | 1,123,188 |
Operating lease liabilities - net of current portion | 73,361 | 0 |
Total Liabilities | 48,079,762 | 37,889,494 |
Redeemable non-controlling interest | 4,073,898 | 4,073,898 |
Stockholders' equity (defiency) (Note 10) | ||
Common stock, $0.001 par value; authorized 750,000,000 shares; 69,129,001 and 78,608,419 issued and outstanding at January 31, 2020 and July 31, 2019, respectively | 69,127 | 78,608 |
Subscription receivable | (767,690) | 0 |
Additional paid-in capital | 420,206,242 | 408,550,211 |
Accumulated deficit | (434,763,323) | (418,727,875) |
Accumulated other comprehensive income | 775,191 | 797,216 |
Non-controlling interest | 14,429,920 | 16,974,439 |
Total stockholders' equity (deficiency) | (50,533) | 7,672,599 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $ 52,103,127 | $ 49,635,991 |
UNAUDITED CONDENSED INTERIM C_2
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2020 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
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 | 69,129,001 | 78,608,419 |
Common stock, shares outstanding | 69,129,001 | 78,608,419 |
UNAUDITED CONDENSED INTERIM C_3
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 857,427 | $ 3,442,265 | $ 1,579,088 | $ 5,161,413 |
Cost of Goods Sold | 165,659 | 2,011,679 | 299,277 | 2,882,300 |
Gross Profit | 691,768 | 1,430,586 | 1,279,811 | 2,279,113 |
Operating expenses | ||||
Research and development | 599,837 | 810,938 | 938,571 | 991,005 |
Bad debt expense | 3,165 | 0 | 14,146 | 0 |
General and administrative | 4,647,065 | 6,498,664 | 9,434,104 | 8,771,305 |
Total operating expenses | 5,250,067 | 7,309,602 | 10,386,821 | 9,762,310 |
Operating Loss | (4,558,299) | (5,879,016) | (9,107,010) | (7,483,197) |
Other Income (Expense): | ||||
Interest expense | (1,431,052) | (2,097,220) | (3,947,165) | (2,262,936) |
Interest income | 635 | 0 | 1,087 | 768 |
Changes in fair value of contingent purchase consideration | 0 | (4,397,507) | 0 | 15,147,591 |
Change in fair value of derivative liability | (1,406,569) | 0 | (3,559,218) | 142,725 |
Change in fair value of common stock payable | 115,054 | 0 | 115,054 | 0 |
Impairment of long lived assets | 0 | (99,519) | 0 | (99,519) |
Other income, net | 201 | (51,322) | (8,552) | (47,436) |
Net (loss) Income | (7,280,030) | (12,524,584) | (16,592,577) | 5,397,996 |
Net loss attributable to non-controlling interests | (370,527) | (272,147) | (557,129) | (360,403) |
Net Income (Loss) Income Available to Common Stockholders | $ (6,909,503) | $ (12,252,437) | $ (16,035,448) | $ 5,758,399 |
Basic | $ (0.11) | $ (0.19) | $ (0.24) | $ 0.11 |
Diluted | $ (0.11) | $ (0.19) | $ (0.24) | $ 0.1 |
Basic | 65,603,002 | 64,462,007 | 67,765,862 | 48,195,762 |
Diluted | 65,603,002 | 64,462,007 | 67,765,862 | 56,592,846 |
Comprehensive (loss) income: | ||||
Net (loss) income | $ (6,909,503) | $ (12,252,437) | $ (16,035,448) | $ 5,758,399 |
Change in foreign currency translation adjustments | (21,731) | 0 | (22,025) | 2,024 |
Comprehensive (Loss) Income Available to Common Stockholders | $ (6,931,234) | $ (12,252,437) | $ (16,057,473) | $ 5,760,423 |
UNAUDITED CONDENSED INTERIM C_4
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Subscription Receivable | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Sub Total | Noncontrolling Interest | Redeemable Noncontrolling Interest | Total |
Balance at Jul. 31, 2018 | $ 4 | $ 31,402 | $ 2,168,951 | $ 368,379,293 | $ (409,386,468) | $ 798,422 | $ (38,008,396) | $ (5,576,272) | $ (43,584,668) | ||
Balance (in shares) at Jul. 31, 2018 | 79,590 | 31,402,169 | |||||||||
Investment in subsidiary by noncontrolling interest | 133,679 | 133,679 | |||||||||
Conversion of preferred series H | $ (3) | $ 28,829 | (28,829) | (3) | (3) | ||||||
Conversion of preferred series H (in shares) | (63,000) | 28,828,953 | |||||||||
Conversion of preferred series I | $ (1) | $ 7,584 | (7,584) | (1) | (1) | ||||||
Conversion of preferred series I (in shares) | (16,590) | 7,583,560 | |||||||||
Elimination of non-controlling interest | (6,951,015) | (6,951,015) | (6,951,015) | ||||||||
Issuance of common stock payable | $ 8,495 | (1,967,657) | 1,959,162 | ||||||||
Issuance of common stock payable (in shares) | 8,495,924 | ||||||||||
Issuance of stock options | 924,845 | 924,845 | 924,845 | ||||||||
Extinguishment of debt | $ 46 | 14,056,067 | 14,056,113 | 14,056,113 | |||||||
Extinguishment of debt (in shares) | 46,033 | ||||||||||
Issuance of warrants | 9,032,435 | 9,032,435 | 9,032,435 | ||||||||
Acquisition of NCI of Veneto | 51,090 | 51,090 | |||||||||
Acquisition of NCI of Regentys | 9,870,762 | 9,870,762 | |||||||||
Acquisition of NCI of Olaregen | 11,999,557 | 11,999,557 | |||||||||
Acquisition of NCI of HDS | 5,565,285 | 5,565,285 | |||||||||
Redeemable non-controlling interest | 4,073,898 | 4,073,898 | |||||||||
Currency translation adjustment | 2,024 | 2,024 | 2,024 | ||||||||
Net Income (loss) | 5,758,399 | 5,758,399 | (360,403) | 5,397,996 | |||||||
Balance at Jan. 31, 2019 | $ 76,356 | 201,294 | 387,364,374 | (403,628,069) | 800,446 | (15,185,599) | 21,683,698 | 4,073,898 | 10,571,997 | ||
Balance (in shares) at Jan. 31, 2019 | 76,356,640 | ||||||||||
Balance at Oct. 31, 2018 | $ 5 | $ 39,798 | 251,617 | 370,391,425 | (391,512,465) | 800,048 | (20,029,573) | (5,573,501) | (25,603,074) | ||
Balance (in shares) at Oct. 31, 2018 | 79,590 | 39,797,869 | |||||||||
Investment in subsidiary by noncontrolling interest | 42,652 | 42,652 | |||||||||
Conversion of preferred series H | $ (3) | $ 28,829 | (28,829) | (3) | (3) | ||||||
Conversion of preferred series H (in shares) | (63,000) | 28,828,953 | |||||||||
Conversion of preferred series I | $ (1) | $ 7,584 | (7,584) | (1) | (1) | ||||||
Conversion of preferred series I (in shares) | (16,590) | 7,583,560 | |||||||||
Elimination of non-controlling interest | (6,951,015) | (6,951,015) | (6,951,015) | ||||||||
Issuance of common stock payable | $ 99 | (50,323) | 50,224 | ||||||||
Issuance of common stock payable (in shares) | 100,225 | ||||||||||
Issuance of stock options | 821,651 | 821,651 | 821,651 | ||||||||
Extinguishment of debt | $ 46 | 14,056,067 | 14,056,113 | 14,056,113 | |||||||
Extinguishment of debt (in shares) | 46,033 | ||||||||||
Issuance of warrants | 9,032,435 | 9,032,435 | 9,032,435 | ||||||||
Acquisition of NCI of Veneto | 51,090 | 51,090 | |||||||||
Acquisition of NCI of Regentys | 9,870,762 | 9,870,762 | |||||||||
Acquisition of NCI of Olaregen | 11,999,557 | 11,999,557 | |||||||||
Acquisition of NCI of HDS | 5,565,285 | 5,565,285 | |||||||||
Redeemable non-controlling interest | 4,073,898 | 4,073,898 | |||||||||
Currency translation adjustment | 398 | 398 | 398 | ||||||||
Net Income (loss) | (12,115,604) | (12,115,604) | (272,147) | (12,524,584) | |||||||
Balance at Jan. 31, 2019 | $ 76,356 | $ 201,294 | 387,364,374 | (403,628,069) | 800,446 | (15,185,599) | 21,683,698 | $ 4,073,898 | 10,571,997 | ||
Balance (in shares) at Jan. 31, 2019 | 76,356,640 | ||||||||||
Balance at Jul. 31, 2019 | $ 78,608 | 408,550,211 | (418,727,875) | 797,216 | (9,301,840) | 16,974,439 | 7,672,599 | ||||
Balance (in shares) at Jul. 31, 2019 | 78,608,419 | ||||||||||
Stock compensation expense | 1,236,697 | 1,236,697 | 1,236,697 | ||||||||
Shares issued for deferred offering | $ 1,720 | (767,690) | 765,970 | 767,690 | |||||||
Shares issued for deferred offering (in shares) | 1,719,901 | ||||||||||
Shares issued for services | $ 560 | 243,040 | 243,600 | 243,600 | |||||||
Shares issued for services (in shares) | 560,000 | ||||||||||
Issuance of common stock payable | $ 436 | 935,959 | 936,395 | 936,395 | |||||||
Issuance of common stock payable (in shares) | 436,121 | ||||||||||
Conversion of debt to equity | $ 5,005 | 2,899,753 | 2,904,758 | 2,904,758 | |||||||
Conversion of debt to equity (in shares) | 5,006,548 | ||||||||||
Issuance of common stock for acquisitions | $ 960 | 1,150,992 | 1,151,952 | 1,151,952 | |||||||
Issuance of common stock for acquisitions (in shares) | 960,000 | ||||||||||
Reduction of derivative liabilities | 2,276,078 | 2,276,078 | 2,276,078 | ||||||||
Cancellation of shares | $ (20,376) | 20,376 | |||||||||
Cancellation of shares (in shares) | (20,375,900) | ||||||||||
Purchase of shares in subsidiary | $ 1,906 | 1,985,484 | 1,987,390 | (1,987,390) | |||||||
Purchase of shares in subsidiary (in shares) | 1,905,912 | ||||||||||
Shares issued in upon issuance of debt | $ 308 | 141,682 | 141,990 | 141,990 | |||||||
Shares issued in upon issuance of debt (in shares) | 308,000 | ||||||||||
Redeemable non-controlling interest | |||||||||||
Currency translation adjustment | (22,025) | (22,025) | (22,025) | ||||||||
Net Income (loss) | (16,035,448) | (16,035,448) | (557,129) | (16,592,577) | |||||||
Balance at Jan. 31, 2020 | $ 69,127 | (767,690) | 420,206,242 | (434,763,323) | 775,191 | (14,480,453) | 14,429,920 | (50,533) | |||
Balance (in shares) at Jan. 31, 2020 | 69,129,001 | ||||||||||
Balance at Oct. 31, 2019 | $ 61,226 | 417,064,612 | (427,853,820) | 796,922 | (9,931,060) | 14,800,447 | 4,869,387 | ||||
Balance (in shares) at Oct. 31, 2019 | 61,225,895 | ||||||||||
Stock compensation expense | 449,239 | 449,239 | 449,239 | ||||||||
Shares issued for deferred offering | $ 1,720 | (767,690) | 765,970 | 767,690 | |||||||
Shares issued for deferred offering (in shares) | 1,719,901 | ||||||||||
Shares issued for services | $ 560 | 243,040 | 243,600 | $ 243,600 | |||||||
Shares issued for services (in shares) | 560,000 | 560,000 | |||||||||
Issuance of common stock payable | $ 33 | 14,468 | 14,501 | $ 14,501 | |||||||
Issuance of common stock payable (in shares) | 32,611 | ||||||||||
Conversion of debt to equity | $ 3,374 | 1,164,546 | 1,167,920 | 1,167,920 | |||||||
Conversion of debt to equity (in shares) | 3,376,682 | ||||||||||
Issuance of common stock for acquisitions | |||||||||||
Reduction of derivative liabilities | 364,591 | 364,591 | 364,591 | ||||||||
Purchase of shares in subsidiary | $ 1,906 | (1,906) | |||||||||
Purchase of shares in subsidiary (in shares) | 1,905,912 | ||||||||||
Shares issued in upon issuance of debt | $ 308 | 141,682 | 141,990 | $ 141,990 | |||||||
Shares issued in upon issuance of debt (in shares) | 308,000 | 308,000 | |||||||||
Currency translation adjustment | (21,731) | (21,731) | $ (21,731) | ||||||||
Net Income (loss) | (6,909,503) | (6,909,503) | (370,527) | (7,280,030) | |||||||
Balance at Jan. 31, 2020 | $ 69,127 | $ (767,690) | $ 420,206,242 | $ (434,763,323) | $ 775,191 | $ (14,480,453) | $ 14,429,920 | $ (50,533) | |||
Balance (in shares) at Jan. 31, 2020 | 69,129,001 |
UNAUDITED CONDENSED INTERIM C_5
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) Income | $ (16,592,577) | $ 5,397,996 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 407,141 | 378,200 |
Amortization of operating lease right-of-use assets | 45,128 | 0 |
Shares issued for services | 1,236,697 | 924,845 |
Stock compensation expense | 243,600 | 0 |
Changes in fair value of contingent purchase consideration | 0 | (15,147,591) |
Amortization of debt discount | 2,955,576 | 0 |
Change in fair value of derivative liabilities - convertible notes | (1,406,799) | (177,844) |
Change in fair value of derivative liabilities - convertible warrants | 51,823 | 35,119 |
Change in fair value of derivative liabilities - downside protection | 5,000,966 | 0 |
Change in fair value of common stock payable | (115,054) | 0 |
Impairment of long-lived assets | 0 | 99,519 |
Bad debt expense | 10,981 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (81,320) | 686,889 |
Inventory | (232,015) | 385,987 |
Accounts payable and accrued expenses | 4,136,266 | 3,296,630 |
Accrued interest on notes receivable | 0 | (18,288) |
Operating lease liabilities | (44,338) | 0 |
Other current assets | (216,352) | 2,936 |
Other assets | 2,183 | (10,997) |
Other current liabilities | 0 | 4,620 |
Other liabilities | 0 | 171,562 |
Net cash used in operating activities | (4,598,094) | (3,970,417) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4,616) | (26,671) |
Purchase of intangible assets | 0 | (26,488) |
Cash received in acquisition of a business, net of cash paid | 49,305 | 1,722,814 |
Net cash provided by investing activities | 44,689 | 1,669,655 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan proceeds from (repayments to) related party | 10,000 | (3,305) |
Payment of notes payable | (935,731) | (28,640) |
Proceeds from note payable | 5,361,975 | 3,524,460 |
Proceeds from issuance of common stock | 109,770 | 0 |
Investment in subsidiary by noncontrolling interest | 0 | 133,679 |
Net cash provided by financing activities | 4,546,014 | 3,626,194 |
Effects of currency rate exchange on cash | (22,025) | 2,024 |
Net (decrease) increase in cash and cash equivalents | (29,416) | 1,327,456 |
Cash and cash equivalents, beginning of period | 298,485 | 1,046,365 |
Cash and cash equivalents, end of period | 269,069 | 2,373,821 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 25,000 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Reduction of derivative liabilities | 2,276,078 | 0 |
Discount on derivative liability upon issuance of debt | 1,574,685 | 165,833 |
Issuance of common stock for conversion of debt | 2,904,695 | 0 |
Set up of ROU | 210,698 | 0 |
Issuance of shares-common stock payable | 921,895 | 0 |
Subscription receivable | 765,970 | 0 |
Shares issued as debt issuance cost | 141,990 | 0 |
Conversion of series H 9% convertible preferred stock to common stock | 0 | 25,200 |
Conversion of series I 9% convertible preferred stock to common stock | 0 | 6,631 |
Note payable issued for acquisition of a business | 0 | 35,000,000 |
Acquisition of Veneto assets & liabilities - First Closing | 0 | (13,947,462) |
Acquisition of Veneto assets & liabilities - Second Closing | 0 | (19,948,909) |
Acquisition of Regentys assets & liabilities | 0 | (337,538) |
Acquisition of Olaregen assets & liabilities | 0 | 212,355 |
Extinguishment of HDS debt | 0 | (14,056,109) |
Note payable issued for acquisition of a business | 0 | 35,000,000 |
Market value of convertible notes | 0 | 2,110,000 |
Derivative liability - convertible notes | 0 | 2,530,983 |
Derivative liability - convertible warrants | $ 0 | $ 157,552 |
Organization of Business and Go
Organization of Business and Going Concern | 6 Months Ended |
Jan. 31, 2020 | |
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, NuGenerex Immuno-Oncology (“NGIO”), formerly Antigen Express, Inc., or “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 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. Going forward Veneto will conduct business exclusively through their management services organization (“MSO”) 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. In the first quarter of 2020 the Company acquired increased its ownership of Olaregen to 77%. On August 1, 2019, the Company, through its wholly owned subsidiary NDS, closed on Asset Purchase Agreements (the “APAs”) for the purchase of substantially all the operating assets of MediSource Partners, LLC (“MediSource”) and Pantheon Medical - Foot & Ankle, LLC (“Pantheon”). MediSource contracts with vendors (including Pantheon) for nationwide distribution of implants and devices for spine, hips, knees, foot, ankle, hand, and wrist surgeries. Additional product lines include biologics (blood, bone, tissue, and stem cells), durable medical equipment, and soft goods. MediSource also supplies kits to process bone marrow aspirates and platelet rich plasma biologics at the time of surgery. Pantheon sells a physician friendly, “all-in-one,” integrated kit that includes plates, screws, and tools required for orthopedic surgeons and podiatrists conducting foot and ankle surgeries. Over the next three years, Pantheon expects to develop and submit several new product lines to the FDA, which will include cannulated surgical screws and surgical staples, as well as a proprietary Hammertoe System. Going Concern The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $435 million and a working capital deficiency of approximately $35.6 million at January 31, 2020. 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 filing of this document. 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 | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies: Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated. Operating results for the three and six months ended January 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2020. The balance sheet at January 31, 2020 does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2019 as filed with the U.S. Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Business Combinations 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. 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 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 product sales of Olaregen’s Excellagen® is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from coupons, discounts, chargebacks and distributor fees, processing fees, as well as allowances for returns and government rebates. Revenue from product sales of Pantheon medical surgical kits used in surgical procedures is recorded all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client which occurs upon the completion of surgical procedure when the product utilized and the medical facility provides a final list of products consumed. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Where appropriate, the Company utilizes the expected value method to determine the appropriate amount for estimates of variable consideration based on factors such as the Company’s historical experience, contractual arrangement and specific known market events and trends. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. 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). Three Months ended Three Months ended Revenue Source January 31, 2020 Product sales $ 848,805 $ 1,562,276 Management services 8,622 16,878 Total Revenue $ 861,094 $ 1,579,154 Provisions for estimated sales returns and uncollectible accounts are recorded in the period in which the related sales are recognized based on historical and anticipated rates. The Company determines whether it is the principal or agent for its retail pharmacy contract services on a contract by contract basis. In the majority of its contracts, the Company has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications, and (v) having credit risk. The Company’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third-party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Company is contractually required to pay the third-party pharmacies in its retail pharmacy network for products sold, regardless of whether the Company is paid by its clients. The Company’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third-party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate, and approving the prescription for dispensing. Although the Company does not have credit risk with respect to Retail Co-Payments or inventory risk related to retail network claims, management believes that all of the other applicable indicators of gross revenue reporting are present. For contracts under which the Company acts as an agent, revenue is recognized using the net method. Adoption of New Accounting Standards 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. In February 2016, the FASB issued ASU No. 2016-02, Leases |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 3 - Commitments and Contingencies: Pending Litigation The Company is a defendant in one legal proceeding relating to alleged breach of contract and claims against certain of the Company’s original buccal delivery patents. The Company is also a defendant in two legal proceedings brought by a former executive officer and her affiliate. These legal proceedings have been reported in the Company’s prior periodic reports. No activity has occurred in these cases in several years, and the Company now considers them dormant. In December 2011, a vendor of the Company commenced an action against the Company and its subsidiary, Generex Pharmaceuticals, Inc., in the Ontario Superior Court of Justice claiming damages for unpaid invoices including interest in the amount of $429,000, in addition to costs and further interest. The Company responded to this statement of claim and also asserted a counterclaim in the proceeding for $200,000 arising from the vendor’s breach of contract and detinue, together with interest and costs. On November 16, 2012, the parties agreed to settle this action and the Company has agreed to pay the plaintiff $125,000, following the spinout of its subsidiary Antigen, from the proceeds of any public or private financing related to NGIO 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 NGIO or any other subsidiaries, the Plaintiffs may take out a judgment in the amount of the claim plus interest of 3% per annum and costs fixed at $25,000. This has been accrued in the unaudited condensed interim consolidated financial statements. On August 22, 2017, Generex received a letter from counsel for Three Brothers Trading LLC, d/b/a Alternative Execution Group (“AEXG”), claiming breach of a Memorandum of Understanding (“MOU”) between Generex and AEXG. The MOU related to AEXG referring potential financing candidate to Generex. The letter from AEXG counsel claimed that Generex’s acceptance of $3,000,000 in financing from Pharma Trials, LLC, in March 2017, violated the provisions of the MOU prohibiting Generex from seeking other financing, with certain exceptions, for a period of 60 days after execution of the MOU. AEXG has demanded at least $210,000 in cash and 84,000 warrants for Generex stock convertible at $2.50 per share, for attorney’s fees and costs. On December 2, 2018, an arbitrator awarded Three Brothers Trading LLC, d/b/a Alternative Execution Group (“AEXG”) an aggregate of $315,695 in damages, costs and fees as well as warrants exercisable for 84,000 shares of Generex Common Stock at an exercise price of $2.50 per share. The awards were made pursuant to claims under a Memorandum of Understanding (“MOU”) between Generex and AEXG related to AEXG referring potential financing candidate to Generex. AEXG filed a petition to confirm the arbitrator’s award in the United States District Court for the Southern District of New York. The petition includes a demand of $3,300,360 as the value of the Warrants. The arbitrator did not award the specific amount of $3.3 million, but only liquidated damages in the amount of $220,000 and the value of 84,000 warrants “as of today” (the date of the award) plus attorney’s fees, certain costs, prejudgment and post-judgment interest (which continues to run on a daily basis) and arbitration fees. The petition to confirm the arbitrator’s award and Generex’s opposition were remanded by the Court to the arbitrator and returned for clarification. The arbitrator stated that he was unable to add any clarification, as he did not take evidence on the issue of warrant valuation. As of January 31, 2020, the value of the warrants have a market value of $65,613. Between the warrants and the $220,000 of liquidated damages, the Company has accrued $285,613 related to this matter. Three Brothers has moved for summary judgment seeking to confirm the arbitrator’s original decision with respect to the monetary award of $210,000, attorney’s fees, cost and interest while also requesting that the court remand the award to the arbitrator to determine the value of 84,000 warrants to potentially be a value in excess of $3,000,000. Generex has crossed moved for summary judgment to affirm the award with regard to the warrants to the extent it can be interpreted as awarding little or no value for the Warrants. All motions are fully submitted and pending before the court. 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 fact that the assets that were liened were never transferred by Veneto to NuGenerex, 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, which was later filed against the Company. 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 matter is set for a final hearing to commence on August 25, 2020. The Company has served its initial discovery in this matter. At this early stage, it is premature to express an opinion about possible outcome. As of January 31, 2020, the Company has accrued for the full $2,752,235 balance. On December 2, 2019 the Company was named as a respondent in an arbitration brought by KSKZ Management, LLC before the American Arbitration Association in Texas. The Claimant alleges that the Company breached a consulting agreement that purportedly obligated the Company to pay claimant a monthly consulting fee for three years. Kevin Kuykendall is the manager and a member of Claimant. Claimant is seeking approximately $3,450,000 in unpaid consulting fees allegedly due. The Company is vigorously defending itself and has filed counter-claims against Claimant. On February 18, 2020 the Company was named as a defendant in an action brought by Discover Growth Fund, LLC in the United States District Court for the District of Delaware. The plaintiff alleges that the Company breached a Purchase Agreement and Promissory Note and seeks $2,475,000 in damages. The plaintiff also filed a confession of judgment in support of its claim. The Company is evaluating the claim and has had a preliminary settlement discussion with the plaintiff and it is too early to determine that the liability is probable or estimable. 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 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. Acquisitions ALTuCELL On November 22, 2019, the Company entered into a Stock Purchase Agreement (“SPA”) for the purchase of 51% of the outstanding capital stock of GH Care, Inc. DBA ALTuCELL, Inc.(“ALTuCELL” ) Under the SPA, in exchange for the ALTuCELL Stock, Generex will issue to ALTuCELL 2,240,000 shares of Generex common stock with an attributed value of $4 million to be issued at the market price of the day at closing, but no less than $0.89 per share. The Company will also pay $2.5 million in cash of which $212,000 has already been paid. In addition to stock and cash at closing, Generex has agreed to pay up to an aggregate of $3,500,000 to ALTuCELL upon ALTuCELL’s attainment of certain milestones. On January 27, 2020, Generex and ALTuCELL executed an Amendment Agreement to the SPA (the “Amendment”). Under the Amendment, closing will occur within 30 days of the full execution of the Amendment, subject to the conditions to closing under the SPA. The parties agreed that Generex will pay the $2.5 million closing payment from certain specifically identified sources. If ALTuCELL chooses to cancel the transaction as a result of delays due to forces beyond the control of Generex, including government regulatory delays or extended reviews by regulators that delay approvals of corporate actions, or by natural disasters or other unforeseen events beyond the control of Generex, ALTuCELL, agrees to return all payments made by Generex. As of January 31, 2020, Generex has advanced $212,000 to ALTuCELL. As of the date of this filing, the acquisition did not close, however, both companies are negotiating the terms of the extension. Olaregen On November 24, 2019, the Company amended the Stock Purchase Agreement with Olaregen. The Company was obligated to pay in full $11,600,000 to Olaregen by November 30, 2019, in connection with the purchase of Olaregen capital stock. Effective November 24, 2019, the deadline has been extended to January 31, 2020. The Company is negotiating the terms of a new extension and there has been no demand for payment at this time. Regentys On November 25, 2019, the Company amended the Stock Purchase Agreement with Regentys originally on January 7, 2019. Effective November 25, 2019, the remaining three payments of $2,039,001, $2,000,000, and $3,000,000 are all payable on or before December 30, 2019. The Company is negotiating the terms of a new extension and there has been no demand for payment at this time. |
Leases
Leases | 6 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 4 – Leases The Company has various operating lease agreements with terms up to 3 years, including leases of office space. Some leases include purchase, termination or extension options for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The Company adopted ASC 842 effective August 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update: • The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to August 1, 2019. • Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; and • The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment. • The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. The assets and liabilities from operating and finance leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate, which is determined using the average of borrowing rates explicitly stated in the Company’s convertible debt. The Company’s weighted-average remaining lease term relating to its operating leases is 1.64 years, with a weighted-average discount rate of 9.5%. The Company incurred lease expense for its operating leases of $52,112 for six months ended January 31, 2020. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of January 31, 2020: Maturity of operating lease liabilities for the remainder of the current fiscal year and the following fiscal years: 2020 $ 60,125 2021 $ 75,675 2022 $ 38,139 2023 $ 9,681 2024 $ — Thereafter $ — Total undiscounted operating lease payments $ 183,620 Less: Imputed interest $ 17,260 Present value of operating lease liabilities $ 166,360 |
Inventory
Inventory | 6 Months Ended |
Jan. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory consists of the following components: January 31, July 31, 2020 2019 Raw materials $ 227,971 $ 77,782 Finished goods 633,123 285,226 Total Inventory $ 861,094 $ 363,008 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment, net consisted of the following: January 31, July 31, 2020 2019 Computers and technological assets $ 163,168 $ 163,168 Machinery and equipment 460,477 386,929 Furniture and fixtures 80,586 73,227 Leasehold Improvements 16,596 16,596 720,827 639,920 Less accumulated depreciation (237,706 ) (139,927 ) $ 483,121 $ 499,993 Depreciation expense related to property and equipment for the six months ended January 31, 2020 and January 31, 2019 was $97,779 and $54,426, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jan. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7 – Goodwill and Intangible Assets Intangible assets consist of the following at: Estimated January 31, July 31, Useful Lives 2020 2019 In-Process Research & Development $ 8,761,427 $ 8,761,427 Non-compete agreements 3 years 1,566,700 1,210,000 Developed software/technology 5 years 172,500 131,000 Vendor agreements and other intangibles 775,674 51,274 11,276,301 10,153,701 Less accumulated amortization (628,794 ) (319,432 ) $ 10,647,507 $ 9,834,269 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 $309,362 and $323,774 for the six months ended January 31, 2020 and January 31, 2019, respectively. The estimated amortization expense remainder of the current fiscal year and for the next five years and thereafter is as follows: Year Ending July 31, Amount For the period February 1, 2020 to July 31, 2020 $ 308,119 2021 616,744 2022 346,794 2023 94,510 2024 75,018 Thereafter 445,166 Total $ 1,886,351 Changes in the value of goodwill: Balance as of July 31, 2019 $ 38,297,573 Acquisition of MediSource and Pantheon 603,553 Balance as of January 31, 2020 $ 38,901,126 |
Notes Payable
Notes Payable | 6 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 8 – Notes Payable On October 26, 2018, Generex entered into a Securities Purchase Agreement with an investor pursuant to which the Company sold its Note Due October 26, 2019 (“Note”) in the principal amount of $682,000 . On January 24, 2019, Generex entered into a Securities Purchase Agreement with an investor pursuant to which the Company sold its convertible note bearing interest at 10% per annum (the “Notes”) in the principal amount of $530,000. The purchase price of the Notes was $505,000 and the remaining $25,000 of principal amount represents original issue discount. Pursuant to the Securities Purchase Agreement, Generex also sold warrants to the investors to purchase 42,399 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. In February 2019, Generex entered into Securities Purchase Agreements with two investors pursuant to which the Company sold each investor a $750,000 convertible note bearing interest at 10% per annum (the “Notes”). The total 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 143,000 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. One of the notes went into default during the quarter. Pursuant to a settlement agreement, the Company agreed to settle the debt by making a $900,000 payment and converting $350,000 of the remaining principal into common stock of the Company. The Company recognized a loss on settlement of debt of $403,214. In April 2019, Generex entered into Securities Purchase Agreements with two investors pursuant to which the Company 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 $1,000,000 and the remaining $60,000 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 247,755 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 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 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 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. On February 19, 2020, a lender made a formal demand for repayment of a note payable due on August 29, 2020 and has threatened litigation if payment is not tendered. The demand for payment in the amount of $1,292,621 in cash includes original principal in the amount of $872,500 and approximately $360,442 in penalties. In August 2019, the Company borrowed $1,000,000 from an investor, bearing 10% interest per annum, with an original issue discount of $150,000. $1,150,000 is due in one year from the date of issuance. In August and September 2019, the Company entered into Securities Purchase Agreements with three investors pursuant to which the Company sold convertible notes bearing interest between 9% and 10% per annum (the “Notes”) in the aggregate principal amount of $2,222,500. The purchase price of the Notes was $1,976,745 and the remaining $245,755 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: 80% of the lowest trading price of the common stock on the ten or twenty 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 $1,052,349 and was recorded as a discount of the Notes. On February 19, 2020, a lender made a formal demand for repayment of a note payable due on August 29, 2020 and has threatened litigation if payment is not tendered. The demand for payment in the amount of $1,292,621 in cash includes original principal in the amount of $872,500 and approximately $360,442 in penalties. During the second quarter of fiscal 2020, the Company entered into Securities Purchase Agreements with four investors pursuant to which the Company sold convertible notes bearing interest between 4% and 10% per annum (the “Notes”) in the aggregate principal amount of $495,000. The purchase price of the Notes was $550,000 and the remaining $55,000 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. 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 $410,828 and was recorded as a discount of the Notes. In December 2019, the Company entered into Securities Purchase Agreements with an investor pursuant to which the Company sold a convertible note bearing interest of 12% per annum in the principal amount of $2,200,000. The purchase price of the note was $2,000,000 and the remaining $200,000 of principal amount represents original issue discount. Subject to certain ownership limitations, the note 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 of 95% of the lowest stock five trading days prior to conversion less. During the quarter, the Company defaulted on the note for not filing the S-1 within a required period. Thereafter the interest increased to 22% per annum and the conversion price decreased to 85% of the lowest stock five trading days prior to conversion. This embedded conversion feature 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 $111,508 and was recorded as a discount of the note. The investor has subsequently filed suit and the Company is evaluating the claim and has had a preliminary settlement discussion with the plaintiff. Amount Balance of notes payable at July 31, 2019 $ 8,368,379 Issuances of debt 5,361,975 Debt discount (1,139,178 ) Amortization of debt discount 2,955,576 Conversions (2,794,851 ) Payments (935,731 ) Balance of notes payable at January 31, 2020 $ 11,816,170 On December 28, 2017, the Company through its wholly owned subsidiary NuGenerex Distribution Solutions, LLC (“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. As of January 31, 2020, the remaining principal balance was $353,375 with an unamortized debt discount balance of $3,719. These notes have an accrued interest balance of $53,442 as of January 31, 2020. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jan. 31, 2020 | |
Notes to Financial Statements | |
Derivative Liability | Note 9 – 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 liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. Based on the various convertible notes described in Note 9, the fair value of applicable derivative liabilities on notes, warrants and change in fair value of derivative liability are as follows as of January 31, 2020: 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 July 31, 2019 $ 4,156,196 $ 325,250 $ 3,338,836 $ 7,820,282 Additions during the period 1,544,331 30,353 — 1,574,684 Change in fair value (1,493,570 ) 51,823 5,000,966 3,669,787 Change due to conversion / exercise / redemptions (2,556,082 ) (36,435 ) — (2,703,085 ) Balance as of January 31, 2020 $ 1,650,875 $ 370,991 $ 8,339,802 $ 10,361,668 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jan. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 10 - 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. On February 24, 2020, Generex issued a 1.4:1 stock split (the “Stock Split”) and paid a stock dividend (“Stock Dividend”) consisting of two shares of NGIO for every five shares of Generex, or 40%. Some stockholders and option holders waived their rights to participate in the 1.4:1 stock split and the 40% Stock Dividend. Proportional adjustments for the stock split was 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. In August 2019, the Company issued 400,000 and 560,000 shares of common stock valued at $2.50 per share for the acquisition of MediSource and Pantheon, respectively. On September 12, 2019, 20,375,900 outstanding shares of common stock were cancelled by the Company held by Joe Moscato TTEE Friends of Generex Biotechnology Investment Trust U/A/D 4/2/2019, a trust formed for the benefit the Company and any 80% controlled subsidiary of the Company by several shareholders contributing in the aggregate 33,175,900 shares of the Company’s Common Stock and 8,293,975 shares of NGIO commons shares (the “Friends of Generex Trust”), similar to the Stock Control Agreement previously entered into by the same shareholders on December 1, 2018 filed in an 8-K filed on December 3, 2019, incorporated herein by reference. On November 25, 2019 , the Company entered an Equity Purchase Agreement with an investor to purchase up to $40,000,000 of the Company’s stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the Purchase Price is calculated in accordance with the terms and conditions of the agreement (subject to certain limitations) from time to time over a 36-month period. The Company also issued 1,719,901 common stock of Commitment Shares upon execution of the agreement as consideration for the investor’s commitment to purchase additional shares of our common stock pursuant to the agreement. (Note 12) During the second quarter of 2020, the Company issued 560,000 shares of common stock to a vendor for services valued at $0.44 per share, or $243,600 and 308,000 shares of common stock to investors as debt issuance cost in conjunction with the issuance of notes payable which were valued at priced per share between $0.42 and $0.51, or total of $141,990. During the six months ended January 31, 2020, 436,120 shares of common stock payable were issued. As of January 31, 2020, 281,810 shares remain to be issued resulting in common stock payable $86,239. During the six months ended January 31, 2020, the Company issued 5,006,548 shares of common stock for the conversion of $2,904,695 of debt. Non-controlling Interest Regentys Pursuant to the Company’s acquisition of Regentys on January 7, 2019 to acquire a 51% interest, the Company was issued 12,048,161 shares of Regentys common stock. As of January 31, 2020, Regentys had a total of 18,623,278 shares of common stock and 2,793,192 Series A voting preferred stock for a total of 21,416,470 total voting shares outstanding. As such, there are 9,368,309 of shares that belong to non-controlling interest shareholders which represents a 43.74% non-controlling interest. Olaregen 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. In May 2019, the Company issued 4,000,000 shares of common stock contributed and provided by the Friends of Generex Trust and a $2 million note payable for the acquisition of 592,683 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. On August 16, 2019, the Company entered into a Share Exchange Agreement to purchase an additional 900,000 shares of common stock in Olaregen from other shareholders of Olaregen in exchange for 1,905,912 shares of Generex common stock and 476,478 shares of NGIO common stock. In September 2019, the Company converted all of the Series A Preferred Stock of Olaregen into common stock of Olaregen. As of January 31, 2020, Olaregen had a total of 6,236,390 shares of common stock and zero Series A voting preferred stock outstanding. As such, there are 1,461,075 of shares that belong to non-controlling interest shareholders which represents a 23.43% non-controlling interest. On February 14, 2020, Olaregen exchanged all of its outstanding shares for 5,950,000 shares of Generex common stock and 2,765,000 shares of NGIO in. After this transaction, Generex owns 100% of the outstanding shares of Olaregen. Veneto 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. NuGenerex Immuno-Oncology, Inc. On February 25, 2019, we issued a stock dividend to our shareholders, whereby our shareholders received one (1) share of NGIO for every four (4) shares of our stock held on the dividend date. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 6 Months Ended |
Jan. 31, 2020 | |
Notes to Financial Statements | |
Redeemable Non-Controlling Interest | Note 11 – Redeemable Non-Controlling Interest: Pursuant to the Company’s acquisition of 51% of the outstanding capital stock of Regentys, Regentys had authorized 7,500,000 shares of redeemable Series A Convertible Preferred Stock (“Preferred Stock A”), with a par value of $0.0001 and redemption value of $0.65 per share of which 2,793,192 Preferred Stock A was outstanding as of the date of acquisition and as of January 31, 2020. 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 consolidated balance sheets. |
Subscription Receivable
Subscription Receivable | 6 Months Ended |
Jan. 31, 2020 | |
Subscription Receivable Abstract | |
Subscription Receivable | Note 12 – Subscription Receivable On November 25, 2019, the Company entered an Equity Purchase Agreement with an investor to purchase up to $40,00,000 of the Company’s stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the terms and conditions of the agreement (subject to limitations) from time to time over a 36-month period. The Company issued 1,719,901 shares of common stock (“Commitment Shares”) to the investor upon execution of the agreement as consideration for the investor’s commitment to purchase additional shares of our common stock pursuant to the agreement. The investor will be required to return half of such shares to the Company if the Company determines, in its discretion, to terminate the agreement within 6 months of a registration statement including this agreement as being declared effective pursuant to a registration rights agreement with the investor which the Company filed with the SEC the registration on February 2, 2018. As of the date this quarterly report was filed, the registration statement has not been declared effective. There shares were valued at $0.45 per share, or $767,690 and have been recorded as a subscription receivable until such time that funding has occurred, or pursuant to the completion of other conditions of the agreement. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jan. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 13 - Stock-Based Compensation Stock Option Plans The Company has two stockholder-approved stock incentive plans under which shares and options exercisable for shares of common stock have been or may be granted to employees, directors, consultants and advisors. A total of 2,835,000 shares of common stock are reserved for issuance under the 2006 Stock Plan as amended (the 2006 Plan) and 240,000,000 shares of common stock reserved for issuance under the 2017 Stock Option Plan (the 2017 Plan). At January 31, 2020, there were 2,818,830 and 230,892,975 shares available under the 2006 Plan and 2017 Plan, respectively. The Company issues new shares of common stock from the shares reserved under the respective Plans upon conversion or exercise of options and issuance of restricted shares. The 2006 and 2017 Plans (the Plans) are administered by the Board of Directors (the Board). The Board is authorized to select from among eligible employees, directors, advisors and consultants those individuals to whom options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any options granted hereunder is within the discretion of the Board. The Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees and non-employee directors, advisors and consultants are eligible to receive options which are not ISOs, i.e. “Non-Qualified Options.” The options granted by the Board in connection with its adoption of the Plans were Non-Qualified Options. In addition, the 2006 Plan also provides for restricted stock grants. The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plan: Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding - July 31, 2019 8,116,495 $ 0.84 7.21 $ 15,961,391 Granted 1,404,200 $ 2.09 4.67 — Forfeited or expired (397,500 ) $ 0.79 7.07 — Exercised — — — — Outstanding - January 31, 2020 9,123,195 $ 1.05 6.39 $ 139,216 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on January 31, 2020. The market values as of January 31, 2020 was $0.22 based on the closing bid price for January 31, 2020. There were 4,573,762 vested common stock options under the Plan as of January 31, 2020. The compensation expense was $1,234,715 for the six months ended January 31, 2020. The Company had $3,785,311 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan at January 31, 2020 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: January 31, 2020 Exercise price $1.44 – 1.49 Time to expiration 5 years Risk-free interest rate 1.51% - 1.59 % Estimated volatility 153.4 % Expected dividend — Stock price at valuation date $1.44 – 1.49 During 2019, the Company established a Direct Stock Purchase Plan (“2019 Plan”) pursuant to which eligible participants may acquire shares of common stock in lieu of certain cash obligations otherwise owed to participants during the 2019 calendar year. The 2019 Plan automatically terminated on December 31, 2019. There was a total of 1,680,000 shares of common stock reserved under the plan of which no shares have been issued. |
Warrants
Warrants | 6 Months Ended |
Jan. 31, 2020 | |
Warrants Abstract | |
Warrants | Note 14 - 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 - July 31, 2019 21,559,553 $ 1.81 0.40 $ 4,500,000 Issued 88,000 2.50 4.54 — Forfeited (80,000 ) 2.50 — — Expired (21,000,000 ) 1.79 0.01 — Outstanding - January 31, 2020 567,553 $ 2.50 2.70 $ — During the six months ended January 31, 2020, the Company issued 88,000 warrants to investors of convertible notes and 21,000,000 warrants expired due to the passage of time, and 80,000 warrants were forfeited upon settlement of a note. 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. |
Net Income Per Share (EPS)
Net Income Per Share (EPS) | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Net Income Per Share (EPS) | Note 15 - 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. Three Months Ended January 31, Six Months Ended January 31, 2020 2019 2020 2019 Weighted average number of common shares outstanding - Basic 65,603,002 64,462,007 67,765,862 48,195,762 Potentially dilutive common stock equivalents — — — 8,397,084 Weighted average number of common and equivalent shares outstanding - Diluted 65,603,002 64,462,007 67,765,862 56,592,846 The following table provides weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, as of January 31, 2020 and 2019, respectively. Six Months Ended January 31, 2020 2019 Convertible debt 34,374,900 2,822,013 Stock options 9,123,195 7,122,415 Warrants 567,553 168,798 Total 44,065,648 10,113,226 |
Acquisitions
Acquisitions | 6 Months Ended |
Jan. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 16 – Acquisitions: MediSource and Pantheon: On August 1, 2019, the Company, through its wholly owned subsidiary NDS, closed on Asset Purchase Agreements (the “APAs”) for the purchase of substantially all the operating assets of MediSource Partners, LLC (“MediSource”) and Pantheon Medical - Foot & Ankle, LLC (“Pantheon”). MediSource contracts with vendors (including Pantheon) for nationwide distribution of implants and devices for spine, hips, knees, foot, ankle, hand, and wrist surgeries. Additional product lines include biologics (blood, bone, tissue, and stem cells), durable medical equipment, and soft goods. MediSource also supplies kits to process bone marrow aspirates and platelet rich plasma biologics at the time of surgery. Pantheon sells a physician friendly, “all-in-one,” integrated kit that includes plates, screws, and tools required for orthopedic surgeons and podiatrists conducting foot and ankle surgeries. Over the next three years, Pantheon expects to develop and submit several new product lines to the FDA, which will include cannulated surgical screws and surgical staples, as well as a proprietary Hammertoe System. The goal in acquiring these operating companies is that they expect to provide multiple and significant revenue streams through delivery of patient-focused healthcare products and services, thus generating value and ultimately creating goodwill upon acquisition. Travis H. Bird was the CEO and principal owner of both Pantheon and MediSource. Under the APAs: • Generex issued 400,000 shares of common stock in exchange for the Pantheon assets, and 560,000 shares of common stock in exchange for the MediSource assets. • Generex and NDS will pay up to $700,000 in cash to Pantheon as an earn out payment. No payment will be made unless the business conducted by NDS using the former Pantheon assets has EBITDA in the twelve months following closing in excess of $500,000. If the Pantheon business’s EBITDA meets or exceeds $1,000,000, the entire $700,000 will be paid. If the Pantheon business’s EBITDA exceeds $500,000 but is less than $1,000,000, a pro rata portion of the $700,000 earn-out will be paid. • Generex and NDS will pay up to $500,000 in cash to MediSource as an earn out payment. No payment will be made unless the business conducted by NDS using the former MediSource assets has EBITDA in the twelve months following closing in excess of $130,000. If the MediSource business’s EBITDA meets or exceeds $500,000, the entire $500,000 will be paid. If the MediSource business’s EBITDA exceeds $130,000 but is less than $500,000, a pro rata portion of the $500,000 earn-out will be paid. • In the event the EBITDA targets are met for one or both MediSource and Pantheon, Travis Bird will receive sales commissions equal to 15% of net sales during the first year following closing, and 10% of net sales during the second year. • Both MediSource and Pantheon agreed to waive the 1.4:1 stock split Generex announced it will issue if Generex is listed on NASDAQ. • Each of Pantheon and MediSource will retain 50% of its cash on hand and 50% of its accounts receivable, with the remainder transferred to NDS at closing. • Generex and NDS will not assume any Pantheon or MediSource liabilities except for post-closing obligations under assumed contracts. • Pantheon and MediSource will not transfer their Medicare and Medicaid numbers. At closing, Mr. Bird entered into an 18-month consulting agreement with NDS. As compensation, Mr. Bird will receive Generex common stock with a value of $250,000, as well as monthly payments equaling $97,222. The monthly payments shall be paid from any available cash from the operations of Pantheon and MediSource. Any remaining balance of such monthly payments will consist of common stock. The agreement specifies the shares are to be freely tradeable. In addition, Mr. Travis will agree to fully assign and exchange any ownership rights in any new technology he develops with the Company, in exchange for a payment of $500,000 in value of common stock for each completed item submitted to the FDA. The Company accounted for the Acquisition of MediSource and Pantheon as a business combination 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, we used our 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. Fair Value of the MediSource Acquisition The following table summarizes the allocation of the preliminary purchase price as of the MediSource acquisition: Preliminary Cash and cash equivalents $ 13,895 Other current assets 11,864 Property and equipment, net 8,992 Accounts payable and accrued liabilities (31,439 ) Net Tangible Assets $ 3,312 Tradename / Trademarks 47,600 Business Contracts 346,800 Non-Competes 124,600 Total Fair Value of Assets Acquired 522,312 Consideration: Fair value of common stock 479,980 Contingent consideration 409,790 Consideration included in consulting agreement 104,168 Total Purchase Price 993,938 Goodwill $ 471,626 Fair Value of the Pantheon Acquisition The following table summarizes the allocation of the preliminary purchase price as of the Pantheon acquisition: Preliminary Cash and cash equivalents $ 35,410 Accounts receivable 133,269 Prepaid expenses 3,336 Inventory 266,071 Medical Equipment, net 67,299 Accounts payable (53,242 ) Accrued liabilities (15,573 ) Net Tangible Assets $ 436,570 Tradename / Trademarks 55,400 IP/Technology 41,500 Non-compete agreement 232,100 Customer Base 274,600 Total assets acquired $ 1,040,170 Consideration: Fair value of common stock 671,972 Contingent consideration 354,292 Consideration included in consulting agreement 145,833 Goodwill $ 131,927 The components of the acquired intangible assets were as follows: Preliminary Average Estimated Life Tradename / Trademarks $ 103,000 15 IP/Technology 41,500 5 Business Contracts 346,800 15 Customer Base 274,600 10 Non-compete agreement 356,700 3 $ 1,112,600 Unaudited Supplemental Pro Forma Data Unaudited pro forma results of operations for the six months ended January 31, 2020 and 2019 as though the Company acquired MediSource and Pantheon on the first day of each fiscal year are set forth below. Three months Ended Six months Ended January 31, January 31, 2020 2019 2020 2019 Revenues $ 857,427 $ 3,968,796 $ 1,579,088 $ 6,109,796 Cost of revenues 165,659 2,217,142 299,277 3,204,551 Gross profit 691,768 1,751,654 1,279,811 2,905,245 Operating expenses 4,707,483 7,590,467 9,844,237 10,220,321 Operating loss 5,399,251 9,342,121 8,564,426 (7,315,077 ) Other income (expense) (3,363,518 ) (6,507,715 ) (8,127,354 ) 12,882,229 Net loss $ (8,762,769 ) (15,849,836 ) $ (16,691,780 ) 5,566,152 Comprehensive net loss $ (6,667,662 ) $ (12,515,686 ) $ (15,980,209 ) $ 5,397,996 |
Income Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17 – 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 $(16,671,769) and $(11,006,793) for the six months ended January 31, 2020 and the year ended July 31, 2019, respectively. Pre-tax (losses) arising from foreign operations (Canada) were $(20,011) and $(326,461) for the six months ended January 31, 2020 and the year ended July 31, 2019, respectively. As of January 31, 2020, the Company has NOL carryforwards in Generex Biotechnology Corporation of approximately $220 million, of which $196 million will expire in 2020 through 2038, and $23.9 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 2025 through 2040. NGIO has NOL carryforwards of approximately $36.2 which will expire in 2020 through 2038. Regentys Corporation has NOL carryforwards of approximately $6.3 million, of which $5.0 million will expire in 2033 through 2038. Olaregen Therapeutics, Inc. has NOL carryforwards of $1.7 million which will not expire. Veneto has NOL carryforwards of $9.2 million which will not expire. Some of these loss carryforwards are subject to limitation due to the acquisition of Regentys, Olaregen and NGIO 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. As of January 31, 2020, 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 has deferred tax assets of over $70 million with a full allowance equal to the to the amount of the deferred tax asset. The Company does not expect that unrecognized tax benefits will increase within the next twelve months. During the period ended January 31, 2020, the Company acquired certain assets of MediSource Partners, LLC and Pantheon Medical. The assets are included within Generex Biotechnology Corporation. 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the unaudited condensed interim consolidated financial statements were issued. Between February 3 rd On February 10, 2020, the Company entered into a Securities Purchase Agreement with an investor pursuant to which we sold a convertible note bearing interest at 12% per year in the principal amount of $305,000. The purchase price of the note was $270,000 and the remaining $35,000 of principal amount represents $30,000 of original issue discount and $5,000 of closing costs. Subject to certain ownership limitations, the note will be convertible at the option of the holder at any time into shares of our common stock at an effective conversion price equal 80% of the lowest closing price as of the day of the notice. Additionally, the Company issued 35,000 shares of common stock to the investor upon execution of the note. On February 14, 2020, Olaregen exchanged all of its outstanding shares for 5,950,000 shares of Generex common stock and 2,765,000 shares of NGIO in. After this transaction, Generex owns 100% of the outstanding shares of Olaregen. On February 18, 2020 the Company was named as a defendant in an action brought by Discover Growth Fund, LLC in the United States District Court for the District of Delaware. The plaintiff alleges that the Company breached a Purchase Agreement and Promissory Note and seeks $2,475,000 in damages, which is balance of the note. The plaintiff also filed a confession of judgment in support of its claim. The Company is evaluating the claim and has had a preliminary settlement discussion with plaintiff. On February 18, 2020, the Company filed a Registration Statement on Form S-1, filed with United States Securities and Exchange Commission. The prospectus relates to the offer and sale of up to 26,806,714 shares of common stock of the Company by the selling stockholders On February 24, 2020, Generex issued a 1.4:1 stock split and paid a stock dividend consisting of two shares of NGIO for every five shares of Generex. Proportional adjustments for the stock split was 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 February 28, 2020, Generex Biotechnology Corporation (“ Generex On February 28, 2020, the Company entered into a series of Securities Purchase Agreements with three investors pursuant to which we agreed to sell and sold convertible notes bearing interest at 9.5% per year in the aggregate principal amount of $281,600. The purchase price of the notes in the aggregate was $256,000 and the remaining $25,600 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 our common stock at an effective conversion price equal 80% of the lowest closing price for the ten trading days prior to the day of the notice. On March 12, 2020, the Company’s subsidiary of which the Company owns 91%, NGIO filed a Registration Statement on Form 10 to register its common stock pursuant to Section 12(g) of the Exchange Act with United States Securities and Exchange Commission. On March 18, 2020, Generex received a letter from counsel for Efrat Investments LLC, the holder of two of the Company’s Convertible Promissory Notes (“Notes”), in the aggregate principal amount of $446,600, claiming damages for failure to receive, upon conversion of the Notes, additional shares of Generex common stock attributable to Generex’s February, 2020 stock dividend. The letter cites several bases for liability, and also claims that Generex has violated securities laws by failing to disclose Generex’s conduct relating to Efrat in certain SEC filings. The letter demands payment of $627,497 in damages and/or delivery of 250,813 shares of Generex Common Stock. Generex intends to vigorously defend this claim. Generex does not agree with Efrat’s interpretation of the terms of the Notes leading to this claim. Generex strongly denies any claim of securities law violations by not disclosing these circumstances, for various reasons including that Generex did not and does not believe it engaged in any conduct requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated. Operating results for the three and six months ended January 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2020. The balance sheet at January 31, 2020 does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2019 as filed with the U.S. Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. |
Business Combinations | Business Combinations 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. |
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 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 product sales of Olaregen’s Excellagen® is recorded at the net sales price, or “transaction price,” which includes estimates of variable consideration that result from coupons, discounts, chargebacks and distributor fees, processing fees, as well as allowances for returns and government rebates. Revenue from product sales of Pantheon medical surgical kits used in surgical procedures is recorded all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client which occurs upon the completion of surgical procedure when the product utilized and the medical facility provides a final list of products consumed. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. Where appropriate, the Company utilizes the expected value method to determine the appropriate amount for estimates of variable consideration based on factors such as the Company’s historical experience, contractual arrangement and specific known market events and trends. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. 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). Three Months ended Three Months ended Revenue Source January 31, 2020 Product sales $ 848,805 $ 1,562,276 Management services 8,622 16,878 Total Revenue $ 857,427 $ 1,579,154 Provisions for estimated sales returns and uncollectible accounts are recorded in the period in which the related sales are recognized based on historical and anticipated rates. The Company determines whether it is the principal or agent for its retail pharmacy contract services on a contract by contract basis. In the majority of its contracts, the Company has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications, and (v) having credit risk. The Company’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third-party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Company is contractually required to pay the third-party pharmacies in its retail pharmacy network for products sold, regardless of whether the Company is paid by its clients. The Company’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third-party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate, and approving the prescription for dispensing. Although the Company does not have credit risk with respect to Retail Co-Payments or inventory risk related to retail network claims, management believes that all of the other applicable indicators of gross revenue reporting are present. For contracts under which the Company acts as an agent, revenue is recognized using the net method. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company 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. In February 2016, the FASB issued ASU No. 2016-02, Leases |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognized | Three Months ended Three Months ended Revenue Source January 31, 2020 Product sales $ 848,805 $ 1,562,276 Management services 8,622 16,878 Total Revenue $ 857,427 $ 1,579,154 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of January 31, 2020: Maturity of operating lease liabilities for the remainder of the current fiscal year and the following fiscal years: 2020 $ 60,125 2021 $ 75,675 2022 $ 38,139 2023 $ 9,681 2024 $ — Thereafter $ — Total undiscounted operating lease payments $ 183,620 Less: Imputed interest $ 17,260 Present value of operating lease liabilities $ 166,360 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following components: January 31, July 31, 2020 2019 Raw materials $ 227,971 $ 77,782 Finished goods 633,123 285,226 Total Inventory $ 861,094 $ 363,008 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following: January 31, July 31, 2020 2019 Computers and technological assets $ 163,168 $ 163,168 Machinery and equipment 460,477 386,929 Furniture and fixtures 80,586 73,227 Leasehold Improvements 16,596 16,596 720,827 639,920 Less accumulated depreciation (237,706 ) (139,927 ) $ 483,121 $ 499,993 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at: Estimated January 31, July 31, Useful Lives 2020 2019 In-Process Research & Development $ 8,761,427 $ 8,761,427 Non-compete agreements 3 years 1,566,700 1,210,000 Developed software/technology 5 years 172,500 131,000 Vendor agreements and other intangibles 775,674 51,274 11,276,301 10,153,701 Less accumulated amortization (628,794 ) (319,432 ) $ 10,647,507 $ 9,834,269 |
Estimated amortization expense | The estimated amortization expense remainder of the current fiscal year and for the next five years and thereafter is as follows: Year Ending July 31, Amount For the period February 1, 2020 to July 31, 2020 $ 308,119 2021 616,744 2022 346,794 2023 94,510 2024 75,018 Thereafter 445,166 Total $ 1,886,351 |
Changes in value of goodwill | Changes in the value of goodwill: Balance as of July 31, 2019 $ 38,297,573 Acquisition of MediSource and Pantheon 603,553 Balance as of January 31, 2020 $ 38,901,126 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | The investor has subsequently filed suit and the Company is evaluating the claim and has had a preliminary settlement discussion with the plaintiff. Amount Balance of notes payable at July 31, 2019 $ 8,368,379 Issuances of debt 5,361,975 Debt discount (1,139,178 ) Amortization of debt discount 2,955,576 Conversions (2,794,851 ) Payments (935,731 ) Balance of notes payable at January 31, 2020 $ 11,816,170 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Notes to Financial Statements | |
Schedule of Derivative Liabilities at Fair Value | 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 July 31, 2019 $ 4,156,196 $ 325,250 $ 3,338,836 $ 7,820,282 Additions during the period 1,544,331 30,353 — 1,574,684 Change in fair value (1,493,570 ) 51,823 5,000,966 3,669,787 Change due to conversion / exercise / redemptions (2,556,082 ) (36,435 ) — (2,703,085 ) Balance as of January 31, 2020 $ 1,650,875 $ 370,991 $ 8,339,802 $ 10,361,668 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
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 - July 31, 2019 8,116,495 $ 0.84 7.21 $ 15,961,391 Granted 1,404,200 $ 2.09 4.67 — Forfeited or expired (397,500 ) $ 0.79 7.07 — Exercised — — — — Outstanding - January 31, 2020 9,123,195 $ 1.05 6.39 $ 139,216 |
Fair value assumptions used in Black-Scholes option-pricing | The following assumptions were used in the Black-Scholes option-pricing model: January 31, 2020 Exercise price $1.44 – 1.49 Time to expiration 5 years Risk-free interest rate 1.51% - 1.59 % Estimated volatility 153.4 % Expected dividend — Stock price at valuation date $1.44 – 1.49 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
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 - July 31, 2019 21,559,553 $ 1.81 0.40 $ 4,500,000 Issued 88,000 2.50 4.54 — Forfeited (80,000 ) 2.50 — — Expired (21,000,000 ) 1.79 0.01 — Outstanding - January 31, 2020 567,553 $ 2.50 2.70 $ — |
Net Income Per Share (EPS) (Tab
Net Income Per Share (EPS) (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
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. Three Months Ended January 31, Six Months Ended January 31, 2020 2019 2020 2019 Weighted average number of common shares outstanding - Basic 65,603,002 64,462,007 67,765,862 48,195,762 Potentially dilutive common stock equivalents — — — 8,397,084 Weighted average number of common and equivalent shares outstanding - Diluted 65,603,002 64,462,007 67,765,862 56,592,846 |
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, as of January 31, 2020 and 2019, respectively. Six Months Ended January 31, 2020 2019 Convertible debt 34,374,900 2,822,013 Stock options 9,123,195 7,122,415 Warrants 567,553 168,798 Total 44,065,648 10,113,226 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Components of acquired intangible assets | The components of the acquired intangible assets were as follows: Preliminary Average Estimated Life Tradename / Trademarks $ 103,000 15 IP/Technology 41,500 5 Business Contracts 346,800 15 Customer Base 274,600 10 Non-compete agreement 356,700 3 $ 1,112,600 |
Supplemental Pro Forma | Unaudited pro forma results of operations for the six months ended January 31, 2020 and 2019 as though the Company acquired MediSource and Pantheon on the first day of each fiscal year are set forth below. Three months Ended Six months Ended January 31, January 31, 2020 2019 2020 2019 Revenues $ 857,427 $ 3,968,796 $ 1,579,088 $ 6,109,796 Cost of revenues 165,659 2,217,142 299,277 3,204,551 Gross profit 691,768 1,751,654 1,279,811 2,905,245 Operating expenses 4,707,483 7,590,467 9,844,237 10,220,321 Operating loss 5,399,251 9,342,121 8,564,426 (7,315,077 ) Other income (expense) (3,363,518 ) (6,507,715 ) (8,127,354 ) 12,882,229 Net loss $ (8,762,769 ) (15,849,836 ) $ (16,691,780 ) 5,566,152 Comprehensive net loss $ (6,667,662 ) $ (12,515,686 ) $ (15,980,209 ) $ 5,397,996 |
Medisource | |
Summary of allocation of preliminary purchase price | The following table summarizes the allocation of the preliminary purchase price as of the MediSource acquisition: Preliminary Cash and cash equivalents $ 13,895 Other current assets 11,864 Property and equipment, net 8,992 Accounts payable and accrued liabilities (31,439 ) Net Tangible Assets $ 3,312 Tradename / Trademarks 47,600 Business Contracts 346,800 Non-Competes 124,600 Total Fair Value of Assets Acquired 522,312 Consideration: Fair value of common stock 479,980 Contingent consideration 409,790 Consideration included in consulting agreement 104,168 Total Purchase Price 993,938 Goodwill $ 471,626 |
Pantheon [Member] | |
Summary of allocation of preliminary purchase price | The following table summarizes the allocation of the preliminary purchase price as of the Pantheon acquisition: Preliminary Cash and cash equivalents $ 35,410 Accounts receivable 133,269 Prepaid expenses 3,336 Inventory 266,071 Medical Equipment, net 67,299 Accounts payable (53,242 ) Accrued liabilities (15,573 ) Net Tangible Assets $ 436,570 Tradename / Trademarks 55,400 IP/Technology 41,500 Non-compete agreement 232,100 Customer Base 274,600 Total assets acquired $ 1,040,170 Consideration: Fair value of common stock 671,972 Contingent consideration 354,292 Consideration included in consulting agreement 145,833 Goodwill $ 131,927 |
Organization of Business and _2
Organization of Business and Going Concern (Details Narrative) - USD ($) | Jan. 07, 2019 | Jan. 31, 2020 | Jul. 31, 2019 | Jan. 18, 2017 |
Accumulated deficit | $ (434,763,323) | $ (418,727,875) | ||
Working capital deficiency | $ 35,600,000 | |||
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. In the first quarter of 2020 the Company acquired increased its ownership of Olaregen to 77%. | |||
Hema Diagnostic Systems, LLC | ||||
Majority interest | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Revenue recognised | $ 857,427 | $ 1,579,154 |
Product [Member] | ||
Revenue recognised | 848,805 | 1,562,276 |
Management Services [Member] | ||
Revenue recognised | $ 8,622 | $ 16,878 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 02, 2019 | Dec. 02, 2018 | Feb. 18, 2020 | Nov. 27, 2019 | Nov. 25, 2019 | Nov. 24, 2019 | Nov. 22, 2019 | Aug. 22, 2017 | Dec. 31, 2011 | Jan. 31, 2020 | Nov. 16, 2012 | Sep. 30, 2019 | Aug. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 24, 2019 | Oct. 26, 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. | ||||||||||||||||||
Litigation awards for damages | $ 315,695 | ||||||||||||||||||
Litigation awards, exercisable shares | 84,000 | ||||||||||||||||||
Exercise price | $ 2.50 | ||||||||||||||||||
Note amount | $ 2,222,500 | $ 1,150,000 | $ 446,600 | $ 2,000,000 | $ 1,060,000 | $ 1,500,000 | $ 530,000 | $ 682,000 | |||||||||||
Value of the warrants | $ 65,613 | ||||||||||||||||||
Liquidated damages | 220,000 | ||||||||||||||||||
Accrued Liquidated damages | 285,613 | ||||||||||||||||||
Accrued claim | 2,752,235 | ||||||||||||||||||
Attorney’s fees | 210,000 | ||||||||||||||||||
KSKZ Management [Member] | |||||||||||||||||||
Consulting fees | $ 3,450,000 | ||||||||||||||||||
Damages | $ 2,475,000 | ||||||||||||||||||
ALTuCELL [Member] | |||||||||||||||||||
Common stock description | ALTuCELL Stock, Generex will issue to ALTuCELL 1,600,000 shares of Generex common stock with a down round provision and price floor of $1.25 per share. The Company will also pay $2.5 million in cash of which $112,000 has already been paid. In addition to stock and cash at closing, Generex has agreed to pay up to an aggregate of $3,500,000 to ALTuCell upon ALTuCell’s attainment of certain milestones. | ||||||||||||||||||
Advanced to related party | $ 212,000 | ||||||||||||||||||
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 | ||||||||||||||||||
Olaregen | |||||||||||||||||||
Intellectual property acquired | $ 650,000 | ||||||||||||||||||
Alternative Execution Group [Member] | |||||||||||||||||||
Memorandum of Understanding description | The petition includes a demand of $3,300,360 as the value of the Warrants. The arbitrator did not award the specific amount of $3.3 million, but only liquidated damages in the amount of $220,000 and the value of 84,000 warrants “as of today” (the date of the award) plus attorney’s fees, certain costs, prejudgment and post-judgment interest (which continues to run on a daily basis) and arbitration fees. | ||||||||||||||||||
Olaregen | |||||||||||||||||||
Stock Purchase Agreement description | Company amended the Stock Purchase Agreement with Olaregen. The Company was obligated to pay in full $11,600,000 to Olaregen by November 30, 2019, in connection with the purchase of Olaregen capital stock. Effective November 24, 2019, the deadline has been extended to January 31, 2020. | ||||||||||||||||||
Regentys | |||||||||||||||||||
Stock Purchase Agreement description | Company amended the Stock Purchase Agreement with Regentys originally on January 7, 2019. Effective November 25, 2019, the remaining three payments of $2,039,001, $2,000,000, and $3,000,000 are all payable on or before December 30, 2019. |
Leases (Details)
Leases (Details) | Jan. 31, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 60,125 |
2021 | 75,675 |
2022 | 38,139 |
2023 | 9,681 |
2024 | 0 |
Thereafter | 0 |
Total undiscounted operating lease payments | 183,620 |
Less: Imputed interest | 17,260 |
Present value of operating lease liabilities | $ 166,360 |
Leases (Details Narrative)
Leases (Details Narrative) | 6 Months Ended |
Jan. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 7 months 21 days |
Weighted-average discount rate | 9.50% |
Operating lease expense | $ 88,967 |
Inventory (Details)
Inventory (Details) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 227,971 | $ 77,782 |
Finished goods | 633,123 | 285,226 |
Total Inventory | $ 861,094 | $ 363,008 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Property and equipment | $ 720,827 | $ 639,920 |
Less accumulated depreciation | (237,706) | (139,927) |
Property and equipment, net | 483,121 | 499,993 |
Computers and technological assets | ||
Property and equipment | 163,168 | 163,168 |
Machinery and Equipment [Member] | ||
Property and equipment | 460,477 | 386,929 |
Furniture and Fixtures [Member] | ||
Property and equipment | 80,586 | 73,227 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 16,596 | $ 16,596 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 97,779 | $ 54,426 |
Goodwill and Intangible Assets_
Goodwill and Intangible Assets: Intangible assets (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jul. 31, 2019 | |
Intangible assets gross | $ 11,276,301 | $ 10,153,701 |
Less accumulated amortization | (628,794) | (319,432) |
Intangible assets net | 10,647,507 | 9,834,269 |
Noncompete Agreements [Member] | ||
Intangible assets gross | $ 1,566,700 | 1,210,000 |
Estimated Useful Lives | 3 years | |
Developed Software/Technology [Member] | ||
Intangible assets gross | $ 172,500 | 131,000 |
Estimated Useful Lives | 5 years | |
In Process Research and Development [Member] | ||
Intangible assets gross | $ 8,761,427 | 8,761,427 |
Vendor agreements and other intangibles [Member] | ||
Intangible assets gross | $ 775,674 | $ 51,274 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets: Estimated amortization expense (Details) | Jan. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
For the period February 1, 2020 to July 31, 2020 | $ 308,119 |
2021 | 616,744 |
2022 | 346,794 |
2023 | 94,510 |
2024 | 75,018 |
Thereafter | 445,166 |
Total | $ 1,886,351 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets: Changes in value of goodwill (Details) | 6 Months Ended |
Jan. 31, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at beginning | $ 38,297,573 |
Acquisition of MediSource and Pantheon | 603,553 |
Balance at end | $ 38,901,126 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 309,362 | $ 323,774 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Balance of notes paybale at beginning | $ 8,368,379 | |
Issuances of debt | 5,361,975 | |
Debt discount | (1,139,178) | |
Amortization of debt discount | 2,955,576 | $ 0 |
Conversions | (2,794,851) | |
Payments | (935,731) | |
Balance of notes payable at end | $ 11,816,170 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Dec. 31, 2019 | Aug. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 24, 2019 | Oct. 26, 2018 | Feb. 19, 2020 | Sep. 30, 2019 | Jan. 31, 2020 | Jan. 31, 2020 | Dec. 28, 2017 | |
Note amount | $ 1,150,000 | $ 446,600 | $ 2,000,000 | $ 1,060,000 | $ 1,500,000 | $ 530,000 | $ 682,000 | $ 2,222,500 | |||||
Purchase price of note | 1,000,000 | 400,000 | 1,000,000 | 1,425,000 | 505,000 | 550,000 | 1,976,745 | ||||||
Investor fee | 15,000 | ||||||||||||
Original issue discount | $ 150,000 | $ 46,600 | $ 60,000 | $ 75,000 | $ 25,000 | $ 147,000 | 245,755 | ||||||
Effective interest | 27.50% | 3.00% | |||||||||||
Interest rate | 10.00% | 9.00% | 7.00% | 10.00% | 10.00% | 10.00% | |||||||
Due date | Aug. 1, 2019 | Oct. 26, 2019 | |||||||||||
Number of warrants sold | 247,755 | 143,000 | 42,399 | ||||||||||
Payment of Promissory Note | $ 320,000 | ||||||||||||
Common stock issued for conversion debt, Shares | 308,000 | 5,006,548 | |||||||||||
Common stock issued for conversion debt, Value | $ 141,990 | $ 2,904,758 | |||||||||||
Derivative liability | $ 206,548 | $ 1,052,349 | |||||||||||
Notes payable | $ 8,368,379 | 11,816,170 | 11,816,170 | ||||||||||
Loss on settlement of debt | (403,213) | ||||||||||||
Demand for payment description | The demand for payment in the amount of $1,292,621 in cash includes original principal in the amount of $872,500 and approximately $360,442 in penalties. | ||||||||||||
Securities Purchase Agreements [Member] | Investors | |||||||||||||
Note amount | $ 2,200,000 | 495,000 | 495,000 | ||||||||||
Purchase price of note | 2,000,000 | 550,000 | 550,000 | ||||||||||
Original issue discount | $ 200,000 | 55,000 | 55,000 | ||||||||||
Interest rate | 12.00% | ||||||||||||
Derivative liability | $ 111,508 | 410,828 | 410,828 | ||||||||||
Regentys | |||||||||||||
Note amount | 353,375 | 353,375 | |||||||||||
Accrued interest | 53,442 | ||||||||||||
Debt discount | $ 3,719 | 3,719 | |||||||||||
Minimum [Member] | |||||||||||||
Interest rate | 9.00% | ||||||||||||
Minimum [Member] | Securities Purchase Agreements [Member] | Investors | |||||||||||||
Interest rate | 4.00% | ||||||||||||
Maximum [Member] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Maximum [Member] | Securities Purchase Agreements [Member] | Investors | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Principal | |||||||||||||
Common stock issued for conversion debt, Value | 615,000 | ||||||||||||
Notes Payable | |||||||||||||
Loss on settlement of debt | 403,214 | ||||||||||||
Settlement of debt | 900,000 | ||||||||||||
Notes Payable | Principal | |||||||||||||
Common stock issued for conversion debt, Value | $ 350,000 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Derivative liabilities at beginning | $ 7,820,282 | |||
Additions during the period | 1,574,684 | |||
Change in fair value | $ 1,406,569 | $ 0 | 3,559,218 | $ (142,725) |
Change due to conversion / exercise / redemptions | (2,703,085) | |||
Derivative liabilities at end | 10,361,668 | 10,361,668 | ||
Derivative Liability Convertible Notes | ||||
Derivative liabilities at beginning | 4,156,196 | |||
Additions during the period | 1,544,331 | |||
Change in fair value | (1,493,570) | |||
Change due to conversion / exercise / redemptions | (2,556,082) | |||
Derivative liabilities at end | 1,650,875 | 1,650,875 | ||
Derivative Liability Warrants | ||||
Derivative liabilities at beginning | 325,250 | |||
Additions during the period | 30,353 | |||
Change in fair value | 51,823 | |||
Change due to conversion / exercise / redemptions | (36,435) | |||
Derivative liabilities at end | 370,991 | 370,991 | ||
Derivative Liability Downside Protection | ||||
Derivative liabilities at beginning | 3,338,836 | |||
Additions during the period | 0 | |||
Change in fair value | 5,000,966 | |||
Change due to conversion / exercise / redemptions | 0 | |||
Derivative liabilities at end | $ 8,339,802 | $ 8,339,802 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 12, 2019 | Jan. 07, 2019 | Feb. 24, 2020 | Feb. 18, 2020 | Nov. 25, 2019 | Aug. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2020 | Feb. 14, 2020 | Jul. 31, 2019 |
Common stock payable, Shares | 436,120 | |||||||||
Common stock payable, Amount | $ 86,239 | |||||||||
Common stock issued | 281,810 | 281,810 | ||||||||
Stock Issued During Period, Shares Issued for Services | 560,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 243,600 | $ 243,600 | ||||||||
Common stock issued for conversion debt, Shares | 308,000 | 5,006,548 | ||||||||
Common stock issued for conversion debt, Value | $ 141,990 | $ 2,904,758 | ||||||||
Cancellation of common stock | 20,375,900 | |||||||||
Common stock, shares outstanding | 69,129,001 | 69,129,001 | 78,608,419 | |||||||
Equity Purchase Agreement [Member] | Investors | ||||||||||
Common stock purchased | $ 40,000,000 | |||||||||
Number of common stock issued | 1,719,901 | |||||||||
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 January 31, 2020, Regentys had a total of 18,623,278 shares of common stock and 2,793,192 Series A voting preferred stock for a total of 21,416,470 total voting shares outstanding. As such, there are 9,368,309 of shares that belong to non-controlling interest shareholders which represents a 43.74% non-controlling interest. | |||||||||
Olaregen | ||||||||||
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. In May 2019, the Company issued 4,000,000 shares of common stock contributed and provided by the Friends of Generex Trust and a $2 million note payable for the acquisition of 592,683 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. On August 16, 2019, the Company entered into a Share Exchange Agreement to purchase an additional 900,000 shares of common stock in Olaregen from other shareholders of Olaregen in exchange for 1,905,912 shares of Generex common stock and 476,478 shares of Antigen common stock. In September 2019, the Company converted all of the Series A Preferred Stock of Olaregen into common stock of Olaregen. | |||||||||
Common stock, shares outstanding | 6,236,390 | 6,236,390 | 5,950,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Non-controlling interest | 1,461,075 | 1,461,075 | ||||||||
Percentage of non-controlling interest | 23.43% | 23.43% | ||||||||
Medisource | ||||||||||
Common stock issued for acquisition | 400,000 | |||||||||
Stock Price | $ 2.50 | |||||||||
Pantheon [Member] | ||||||||||
Common stock issued for acquisition | 560,000 | |||||||||
Stock Price | $ 2.50 | |||||||||
NGIO | ||||||||||
Common stock, shares outstanding | 2,765,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Stock Split | 1.4:1 | |||||||||
Number of common stock issued | 26,806,714 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Details Narrative) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Notes to Financial Statements | ||
Redeemable Non-Controlling Int | $ 4,073,898 | $ 4,073,898 |
Subscription Receivable (Detail
Subscription Receivable (Details Narrative) - Equity Purchase Agreement [Member] - Investors | 1 Months Ended |
Nov. 25, 2019USD ($)$ / sharesshares | |
Common stock purchased | $ 40,000,000 |
Number of common stock issued | shares | 1,719,901 |
Value of common stock issued | $ 767,690 |
Share Price | $ / shares | $ 0.45 |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common stock options granted, forfeited or expired and exercised (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Options Outstanding, Beginning | 8,116,495 | |
Options Granted | 1,404,200 | |
Options Forfeited or expired | (397,500) | |
Options Exercised | 0 | |
Options Outstanding, End | 9,123,195 | 8,116,495 |
Weighted Average Exercise Price per Share, Beginning | $ 0.84 | |
Weighted Average Exercise Price per Share, Granted | 2.09 | |
Weighted Average Exercise Price per Share, Forfeited or expired | 0.79 | |
Weighted Average Exercise Price per Share, Exercised | ||
Weighted Average Exercise Price per Share, End | $ 1.05 | $ 0.84 |
Weighted Average Remaining Life Options Outstanding (Years) | 6 years 4 months 20 days | 7 years 2 months 16 days |
Weighted Average Remaining Life Options Granted | 4 years 8 months 2 days | |
Weighted Average Remaining Life Options Forfeited or expired | 7 years 26 days | |
Aggregate Intrinsic Value Options, Outstanding Beginning | $ 15,961,391 | |
Aggregate Intrinsic Value Options Granted | 0 | |
Aggregate Intrinsic Value Options, Outstanding Ending | $ 139,216 | $ 15,961,391 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions used in Black-Scholes option-pricing (Details) | 6 Months Ended |
Jan. 31, 2020$ / shares | |
Time to expiration | 5 years |
Estimated volatility | 153.40% |
Expected dividend | 0.00% |
Minimum [Member] | |
Exercise price | $ 1.44 |
Risk-free interest rate | 1.51% |
Stock price at period end date | $ 1.44 |
Maximum [Member] | |
Exercise price | $ 1.49 |
Risk-free interest rate | 1.59% |
Stock price at period end date | $ 1.49 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Market value | $ 0.22 | |
Compensation expense | $ 243,600 | $ 0 |
Stock Options | ||
Compensation expense | 1,234,715 | |
Unrecognized compensation costs | $ 3,785,311 | |
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 | 2,818,830 | |
Options vested | 4,573,762 | |
Stock Option Plan 2017 | ||
Common stock reserved for future issuance | 240,000,000 | |
Common stock reserved for future awards | 230,892,975 | |
Stock Option Plan 2019 | ||
Common stock reserved for future issuance | 1,680,000 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jan. 31, 2020USD ($)$ / sharesshares | |
Warrants Abstract | |
Number of Warrants Outstanding at beginning | 21,559,553 |
Number of Warrants issued | 88,000 |
Number of Warrants Forfeited | (80,000) |
Number of Warrants Expired | (21,000,000) |
Number of Warrants Outstanding at end | 567,553 |
Weighted Average Exercise Price per Share Outstanding at beginning | $ / shares | $ 1.81 |
Weighted Average Exercise Price per Share issued | 2.50 |
Weighted Average Exercise Price per Share Forfeited | $ / shares | $ 2.50 |
Weighted Average Exercise Price per Share Expired | $ / shares | 1.79 |
Weighted Average Exercise Price per Share Outstanding at end | $ / shares | $ 2.50 |
Weighted Average Remaining Life of Warrants Outstanding at beginning (Years) | 4 months 24 days |
Weighted Average Remaining Life of Warrants issued (Years) | 4 years 6 months 14 days |
Weighted Average Remaining Life of Warrants Forfeited (Years) | 4 days |
Weighted Average Remaining Life of Warrants Outstanding at end (Years) | 2 years 8 months 12 days |
Aggregate Intrinsic Value Warrants Outstanding at beginning | $ | $ 4,500,000 |
Aggregate Intrinsic Value Warrants issued | $ | 0 |
Aggregate Intrinsic Value Warrants Forfeited | $ | 0 |
Aggregate Intrinsic Value Warrants Outstanding at end | $ | $ 0 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 6 Months Ended |
Jan. 31, 2020shares | |
Number of Warrants issued | 88,000 |
Investors | |
Number of Warrants issued | 88,000 |
Number of warrants forfeited | 80,000 |
Number of warrants expired | 21,000,000 |
AEXG | |
Number of Warrants issued | 84,000 |
Net Income Per Share (_EPS_) -
Net Income Per Share (“EPS”) - Computation of diluted EPS (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Weighted average number of common shares outstanding - Basic | 65,603,002 | 64,462,007 | 67,765,862 | 48,195,762 |
Potentially dilutive common stock equivalents | 0 | 0 | 0 | 8,397,084 |
Weighted average number of common and equivalent shares outstanding-Diluted | 65,603,002 | 64,462,007 | 67,765,862 | 56,592,846 |
Net Income Per Share (_EPS_) _2
Net Income Per Share (“EPS”) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Total | 44,065,648 | 10,113,226 |
Convertible Debt | ||
Total | 34,374,900 | 2,822,013 |
Stock options | ||
Total | 9,123,195 | 7,122,415 |
Warrants | ||
Total | 567,553 | 168,798 |
Acquisitions - Fair Value of th
Acquisitions - Fair Value of the Medisource Acquisition (Details) - USD ($) | Jan. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 |
Cash and cash equivalents | $ 269,069 | $ 298,485 | $ 2,373,821 | $ 1,046,365 | |
Other current assets | 504,100 | 275,731 | |||
Property and equipment, net | 483,121 | 499,993 | |||
Accounts payable and accrued liabilities | (24,117,503) | (19,055,822) | |||
Consideration: | |||||
Goodwill | $ 38,901,126 | $ 38,297,573 | |||
Medisource | |||||
Cash and cash equivalents | $ 13,895 | ||||
Other current assets | 11,864 | ||||
Property and equipment, net | 8,992 | ||||
Accounts payable and accrued liabilities | (31,439) | ||||
Net Tangible Assets | 3,312 | ||||
Tradename / Trademarks | 47,600 | ||||
Business Contracts | 346,800 | ||||
Non-Competes | 124,600 | ||||
Total Fair Value of Assets Acquired | 522,312 | ||||
Consideration: | |||||
Fair value of common stock | 479,980 | ||||
Contingent consideration | 409,790 | ||||
Consideration included in consulting agreement | 104,168 | ||||
Total Purchase Price | 993,938 | ||||
Goodwill | $ 471,626 |
Acquisitions - Fair Value of _2
Acquisitions - Fair Value of the Pantheon Acquisition (Details) - USD ($) | Jan. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 |
Cash and cash equivalents | $ 269,069 | $ 298,485 | $ 2,373,821 | $ 1,046,365 | |
Inventory | 861,094 | 363,008 | |||
Medical Equipment, net | 483,121 | 499,993 | |||
Consideration: | |||||
Goodwill | $ 38,901,126 | $ 38,297,573 | |||
Pantheon [Member] | |||||
Cash and cash equivalents | $ 35,410 | ||||
Accounts receivable | 133,269 | ||||
Prepaid Expenses | 3,336 | ||||
Inventory | 266,071 | ||||
Medical Equipment, net | 67,299 | ||||
Accounts payable | (53,242) | ||||
Accrued liabilities | (15,573) | ||||
Net Tangible Assets | 436,570 | ||||
Tradename / Trademarks | 55,400 | ||||
IP/Technology | 41,500 | ||||
Non-compete agreement | 232,100 | ||||
Customer Base | 274,600 | ||||
Total assets acquired | 1,040,170 | ||||
Consideration: | |||||
Fair value of common stock | 671,972 | ||||
Contingent consideration | 354,292 | ||||
Consideration included in consulting agreement | 145,833 | ||||
Goodwill | $ 131,927 |
Acquisitions - Estimated amorti
Acquisitions - Estimated amortization expense (Details) - USD ($) | Aug. 02, 2019 | Jan. 31, 2020 |
Noncompete Agreements [Member] | ||
Average Estimated Life | 3 years | |
Preliminary Fair Value | ||
Total | $ 1,112,600 | |
Preliminary Fair Value | Tradename / Trademarks [Member] | ||
Total | $ 103,000 | |
Average Estimated Life | 15 years | |
Preliminary Fair Value | IP/Technology [Member] | ||
Total | $ 41,500 | |
Average Estimated Life | 5 years | |
Preliminary Fair Value | Business Contracts [Member] | ||
Total | $ 346,800 | |
Average Estimated Life | 15 years | |
Preliminary Fair Value | Customer Base [Member] | ||
Total | $ 274,600 | |
Average Estimated Life | 10 years | |
Preliminary Fair Value | Noncompete Agreements [Member] | ||
Total | $ 356,700 | |
Average Estimated Life | 3 years |
Acquisitions - Unaudited Supple
Acquisitions - Unaudited Supplemental Pro Forma Data (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Business Combinations [Abstract] | ||||
Revenues | $ 857,427 | $ 3,968,796 | $ 1,579,088 | $ 6,109,796 |
Cost of revenues | 165,659 | 2,217,142 | 299,277 | 3,204,551 |
Gross profit | 691,768 | 1,751,654 | 1,279,811 | 2,905,245 |
Operating expenses | 4,707,483 | 7,590,467 | 9,844,237 | 10,220,321 |
Operating loss | 5,399,251 | 9,342,121 | 8,564,426 | (7,315,077) |
Other income (expense) | (3,363,518) | (6,507,715) | (8,127,354) | 12,882,229 |
Net loss | (8,762,769) | (15,849,836) | (16,691,780) | 5,566,152 |
Comprehensive net loss | $ (6,667,662) | $ (12,515,686) | $ (15,980,209) | $ 5,397,996 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | Aug. 02, 2019 |
Business Combinations [Abstract] | |
Business combination description | Under the APAs: • Generex issued 400,000 shares of common stock in exchange for the Pantheon assets, and 560,000 shares of common stock in exchange for the MediSource assets. • Generex and NDS will pay up to $700,000 in cash to Pantheon as an earn out payment. No payment will be made unless the business conducted by NDS using the former Pantheon assets has EBITDA in the twelve months following closing in excess of $500,000. If the Pantheon business’s EBITDA meets or exceeds $1,000,000, the entire $700,000 will be paid. If the Pantheon business’s EBITDA exceeds $500,000 but is less than $1,000,000, a pro rata portion of the $700,000 earn-out will be paid. • Generex and NDS will pay up to $500,000 in cash to MediSource as an earn out payment. No payment will be made unless the business conducted by NDS using the former MediSource assets has EBITDA in the twelve months following closing in excess of $130,000. If the MediSource business’s EBITDA meets or exceeds $500,000, the entire $500,000 will be paid. If the MediSource business’s EBITDA exceeds $130,000 but is less than $500,000, a pro rata portion of the $500,000 earn-out will be paid. • In the event the EBITDA targets are met for one or both MediSource and Pantheon, Travis Bird will receive sales commissions equal to 15% of net sales during the first year following closing, and 10% of net sales during the second year. • Both MediSource and Pantheon agreed to waive the 1.4:1 stock split Generex announced it will issue if Generex is listed on NASDAQ. • Each of Pantheon and MediSource will retain 50% of its cash on hand and 50% of its accounts receivable, with the remainder transferred to NDS at closing. • Generex and NDS will not assume any Pantheon or MediSource liabilities except for post-closing obligations under assumed contracts. • Pantheon and MediSource will not transfer their Medicare and Medicaid numbers. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Pre-tax gain or (loss) arising from domestic operations | $ (16,671,769) | $ (11,006,793) |
Pre-tax (losses) arising from foreign operations | (20,011) | $ (326,461) |
Decrease in deferred tax assets | 70,000,000 | |
Generex Pharmaceuticals | ||
NOL carryforwards | 220,000,000 | |
Antigen Express | ||
NOL carryforwards | 36,200,000 | |
Regentys | ||
NOL carryforwards | 6,300,000 | |
Olaregen | ||
NOL carryforwards | $ 1,700,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 10, 2020 | Mar. 16, 2020 | Feb. 28, 2020 | Feb. 24, 2020 | Feb. 18, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 24, 2019 | Mar. 18, 2020 | Jan. 31, 2020 | Jan. 31, 2020 | Feb. 14, 2020 | Sep. 30, 2019 | Oct. 26, 2018 |
Note amount | $ 1,150,000 | $ 446,600 | $ 2,000,000 | $ 1,060,000 | $ 1,500,000 | $ 530,000 | $ 2,222,500 | $ 682,000 | ||||||||||
Purchase price of note | 1,000,000 | 400,000 | 1,000,000 | 1,425,000 | 505,000 | 1,976,745 | 550,000 | |||||||||||
Original issue discount | $ 150,000 | $ 46,600 | $ 60,000 | $ 75,000 | $ 25,000 | $ 245,755 | $ 147,000 | |||||||||||
Interest rate | 10.00% | 9.00% | 7.00% | 10.00% | 10.00% | 10.00% | ||||||||||||
Common stock issued for conversion debt, Value | $ 141,990 | $ 2,904,758 | ||||||||||||||||
Common stock, shares outstanding | 78,608,419 | 69,129,001 | 69,129,001 | |||||||||||||||
Principal | ||||||||||||||||||
Common stock issued for conversion debt, Value | $ 615,000 | |||||||||||||||||
Securities Purchase Agreements [Member] | Investors | ||||||||||||||||||
Note amount | $ 2,200,000 | $ 495,000 | 495,000 | |||||||||||||||
Purchase price of note | 2,000,000 | 550,000 | 550,000 | |||||||||||||||
Original issue discount | $ 200,000 | $ 55,000 | $ 55,000 | |||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Interest rate | 480165200.00% | |||||||||||||||||
Sale of common stock | 26,806,714 | |||||||||||||||||
Stock Split | 1.4:1 | |||||||||||||||||
Subsequent Event [Member] | Principal | ||||||||||||||||||
Common stock issued for conversion debt, Value | $ 1,267,294 | |||||||||||||||||
Subsequent Event [Member] | Interest | ||||||||||||||||||
Common stock issued for conversion debt, Value | $ 92,780 | |||||||||||||||||
Subsequent Event [Member] | NGIO | ||||||||||||||||||
Common stock, shares outstanding | 2,765,000 | |||||||||||||||||
Subsequent Event [Member] | Generex Pharmaceuticals | ||||||||||||||||||
Common stock, shares outstanding | 5,950,000 | |||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | Investor | ||||||||||||||||||
Note amount | $ 281,600 | |||||||||||||||||
Purchase price of note | 256,000 | |||||||||||||||||
Closing costs | $ 5,000 | |||||||||||||||||
Original issue discount | $ 25,600 | |||||||||||||||||
Interest rate | 12.00% | 9.50% | ||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreements [Member] | Investors | ||||||||||||||||||
Note amount | $ 305,000 | |||||||||||||||||
Purchase price of note | 270,000 | |||||||||||||||||
Original issue discount | $ 30,000 | |||||||||||||||||
Subsequent Event [Member] | Efrat Investments [Member] | ||||||||||||||||||
Principal amount | $ 446,600 | |||||||||||||||||
Letter demands payment | $ 627,497 | |||||||||||||||||
Common stock | 250,813 |