Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Nov. 05, 2020 | Jan. 31, 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 a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-29169 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jul. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 107,949,089 | ||
Entity Public Float | $ 26,808,181 | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 15,452 | $ 298,485 |
Accounts receivable, net | 164,871 | 36,311 |
Inventory, net | 742,256 | 363,008 |
Other current assets | 332,268 | 275,731 |
Total Current Assets | 1,254,847 | 973,535 |
Property and equipment | 213,668 | 499,993 |
Goodwill | 34,489,342 | 38,297,573 |
Intangible assets | 9,365,526 | 9,834,269 |
Operating lease right-of-use assets - net | 38,140 | 0 |
Other assets, net | 21,421 | 30,621 |
TOTAL ASSETS | 45,382,944 | 49,635,991 |
Current Liabilities | ||
Accounts payable and accrued expenses | 23,907,718 | 14,684,060 |
Notes payable - current, net of discount | 10,666,703 | 8,368,379 |
Payable to foundation for services | 1,315,817 | 1,315,817 |
Interest payable to foundation | 3,911,141 | 3,055,945 |
Loans from related parties | 29,700 | 19,700 |
Operating lease liabilities - current | 38,253 | 0 |
Deferred tax liability | 1,502,122 | 1,502,122 |
Total Current Liabilities | 41,371,454 | 28,946,023 |
Notes payable - noncurrent, net of discount | 499,656 | 0 |
Derivative liability | 1,316,757 | 7,820,283 |
Common stock payable | 10,079,449 | 1,123,188 |
Total Liabilities | 53,267,316 | 37,889,494 |
Redeemable non-controlling interest (Note 7) | 4,073,898 | 4,073,898 |
Commitments and contingencies (Note 3) | 0 | 0 |
Stockholders' equity (deficiency) | ||
Common stock, $0.001 par value; authorized 750,000,000 shares; 82,251,801 and 78,608,419 issued and outstanding at July 31, 2020 and July 31, 2019, respectively | 82,251 | 78,608 |
Additional paid-in capital | 429,744,379 | 408,550,211 |
Accumulated deficit | (452,062,905) | (418,727,875) |
Accumulated other comprehensive income | 780,296 | 797,216 |
Non-controlling interest | 9,497,709 | 16,974,439 |
Total Stockholders' Equity (Deficiency) | (11,958,270) | 7,672,599 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | 45,382,944 | 49,635,991 |
Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Stockholders' equity (deficiency) | ||
Convertible Preferred Stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2020 | Jul. 31, 2019 |
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 | 82,251,801 | 78,608,419 |
Common stock, shares outstanding | 82,251,801 | 78,608,419 |
Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue, net | $ 2,661,396 | $ 6,203,761 |
Cost of Goods Sold | 579,857 | 4,138,453 |
Gross Profit | 2,081,539 | 2,065,308 |
Operating expenses | ||
Research and development | 2,106,364 | 1,748,882 |
Bad debt expense | 14,146 | 3,252,439 |
General and administrative | 17,898,239 | 21,409,428 |
Total operating expenses | 20,018,749 | 26,410,749 |
Operating loss | (17,937,210) | (24,345,441) |
Other Income (Expense): | ||
Interest expense | (7,103,680) | (7,087,502) |
Interest income | 0 | 47,961 |
Changes in fair value of contingent purchase consideration | (119,630) | 18,587,782 |
Change in fair value of derivative liability | (4,600,218) | 2,125,449 |
Change in fair value of common stock payable | (5,330) | 0 |
Loss on impairment of intangibles | (937,953) | (287,587) |
Loss on impairment of goodwill | (4,411,784) | 0 |
Loss on settlement of debt | 0 | (16,000) |
Gain on write off of contingent consideration | 883,712 | 0 |
Other income, net | 0 | (31,456) |
Net loss | (34,232,093) | (11,006,794) |
Net loss attributable to non-controlling interests | (897,063) | (1,665,387) |
Net loss available to common stockholders | $ (33,335,030) | $ (9,341,407) |
Basic | $ (0.46) | $ (0.14) |
Diluted | $ (0.46) | $ (0.14) |
Basic | 73,113,246 | 67,704,178 |
Diluted | 73,113,246 | 67,704,178 |
Comprehensive loss | ||
Net loss | $ (33,335,030) | $ (9,341,407) |
Change in foreign currency translation adjustments | (16,920) | (1,206) |
Comprehensive loss available to common stockholders | $ (33,351,950) | $ (9,342,613) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Sub Total | Noncontrolling Interest | Total |
Balance at Jul. 31, 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 | 227,245 | 227,245 | |||||||
Conversion of preferred series H | $ (3) | $ 28,829 | (28,826) | ||||||
Conversion of preferred series H (in shares) | (63,000) | 28,828,953 | |||||||
Conversion of preferred series I | $ (1) | $ 7,584 | (7,583) | ||||||
Conversion of preferred series I (in shares) | (16,590) | 7,583,560 | |||||||
Exercise of call option to acquire noncontrolling interest | (6,951,015) | (6,951,015) | 5,565,285 | (1,385,730) | |||||
Issuance of common stock payable | $ 8,495 | (1,967,657) | 1,959,162 | 1,967,657 | 1,967,657 | ||||
Issuance of common stock payable (in shares) | 8,495,924 | ||||||||
Issuance of stock options | 3,006,203 | 3,006,203 | 3,006,203 | ||||||
Issuance of common stock for conversion of debt | $ 2,298 | 18,404,386 | 18,406,684 | $ 18,406,684 | |||||
Issuance of common stock for conversion of debt (in shares) | 2,297,812 | 2,297,812 | |||||||
Conversion of debt to equity | $ 15,176,629 | $ 15,176,629 | $ 15,176,629 | ||||||
Conversion of debt to equity (in shares) | |||||||||
Reduction of derivative liabilities | $ 11,956,044 | ||||||||
Purchase of shares in subsidiary | 0 | ||||||||
Shares issued as debt issuance cost | 0 | ||||||||
Antigen dividend | $ (1,070,456) | $ (1,070,456) | $ 1,070,456 | ||||||
Issuance of warrants | 5,592,244 | 5,592,244 | 5,592,244 | ||||||
Acquisition of NCI of Regentys | 9,873,553 | 9,873,553 | |||||||
Acquisition of NCI of Olaregen | 11,999,559 | 11,999,559 | |||||||
Acquisition of Olaregen Series A Preferred Stock | 2,520,000 | 2,520,000 | (4,520,000) | (2,000,000) | |||||
Reclassification of equity to liability | (201,294) | ||||||||
Extinguishment of derivative liability associated with convertible notes | 1,570,174 | 1,570,174 | 1,570,174 | ||||||
Currency translation adjustment | (1,206) | (1,206) | (1,206) | ||||||
Net Income (loss) | (9,341,407) | (9,341,407) | (1,665,387) | (11,006,794) | |||||
Balance at Jul. 31, 2019 | $ 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 | 2,069,343 | 2,069,343 | 2,069,343 | ||||||
Shares issued for services | $ 790 | 333,610 | 334,400 | 334,400 | |||||
Shares issued for services (in shares) | 789,803 | ||||||||
Issuance of shares as a commitment fee in connection with registration statement | $ 1,720 | (1,720) | |||||||
Issuance of shares as a commitment fee in connection with registration statement (in shares) | 1,719,901 | ||||||||
Issuance of common stock payable | $ 436 | 935,959 | 936,395 | 936,395 | |||||
Issuance of common stock payable (in shares) | 436,121 | ||||||||
Issuance of common stock for conversion of debt | $ 5,348,847 | ||||||||
Issuance of common stock for conversion of debt (in shares) | 11,914,545 | ||||||||
Conversion of debt to equity | $ 11,914 | 5,336,933 | 5,348,847 | $ 5,348,847 | |||||
Conversion of debt to equity (in shares) | 11,914,545 | ||||||||
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 | 4,593,765 | 4,593,765 | 4,593,765 | ||||||
Cancellation of shares | $ (20,376) | 20,376 | |||||||
Cancellation of shares (in shares) | (20,375,900) | ||||||||
Purchase of shares in subsidiary | $ 7,856 | 6,571,811 | 6,579,667 | (6,579,667) | |||||
Purchase of shares in subsidiary (in shares) | 7,855,912 | ||||||||
Shares issued as debt issuance cost | $ 343 | 150,887 | 151,230 | 151,230 | |||||
Shares issued as debt issuance cost (in shares) | 343,000 | ||||||||
Settlement of subsidiary's liability with stock | 32,212 | 32,212 | 32,212 | ||||||
Currency translation adjustment | (16,920) | (16,920) | (16,920) | ||||||
Net Income (loss) | (33,335,030) | (33,335,030) | (897,063) | (34,232,093) | |||||
Balance at Jul. 31, 2020 | $ 82,251 | $ 429,744,379 | $ (452,062,905) | $ 780,296 | $ (21,455,979) | $ 9,497,709 | $ (11,958,270) | ||
Balance (in shares) at Jul. 31, 2020 | 82,251,801 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (34,232,093) | $ (11,006,794) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 831,258 | 426,440 |
Amortization of operating lease right-of-use assets | 172,558 | 0 |
Stock compensation expense | 2,069,343 | 3,006,203 |
Shares issued for services | 334,400 | 0 |
Changes in fair value of contingent purchase consideration | 0 | (18,587,782) |
Gain on write off of contingent consideration | (883,712) | 0 |
Impairment of intangibles | 937,953 | 99,519 |
Impairment of goodwill | 4,411,784 | 188,069 |
Loss on settlement of debt | 0 | 16,000 |
Amortization of debt discount | 4,415,377 | 3,121,569 |
Non-cash interest expense from issuance on debt (derivative) | 0 | 959,976 |
Change in fair value of derivative liabilities - convertible notes | (312,930) | 988,267 |
Change in fair value of derivative liabilities - convertible warrants | 255,197 | (28,215) |
Change in fair value of derivative liabilities - downside protection | 5,061,164 | (3,085,502) |
Bad debt expense | 10,981 | 3,252,439 |
Loss on disposal of fixed assets | 189,364 | 0 |
Increase in notes payable due to default | 527,929 | 0 |
Change in fair value of common stock payable | 5,330 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (6,272) | (750,241) |
Inventory | (113,177) | 1,126,424 |
Accounts payable and accrued expenses | 9,503,673 | 8,569,946 |
Interest payable to foundation | 855,196 | 715,275 |
Accrued interest on notes receivable | 0 | 1,387,763 |
Operating lease liabilities | (172,445) | 0 |
Other current assets | 5,480 | 49,248 |
Other assets, net | 12,383 | (22,797) |
Net cash used in operating activities | (6,121,259) | (9,574,193) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4,616) | (289,917) |
Purchase of intangible assets | 0 | (26,487) |
Disposal of property and equipment | 0 | 292,681 |
Disposal of intangible assets | 0 | 62,091 |
Cash received in acquisition of a business, net of cash paid | 49,305 | 2,280,425 |
Net cash provided by investing activities | 44,689 | 2,318,793 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan proceeds from related party | 10,000 | 230,441 |
Payment of notes payable | (935,731) | (51,625) |
Proceeds from note payable | 6,626,418 | 6,329,910 |
Proceeds from issuance of common stock | 109,770 | 0 |
Net cash provided by financing activities | 5,810,457 | 6,508,726 |
Effects of currency translation on cash and cash equivalents | (16,920) | (1,206) |
Net increase in cash and cash equivalents | (283,033) | (747,880) |
Cash and cash equivalents, beginning of period | 298,485 | 1,046,365 |
Cash and cash equivalents, end of period | 15,452 | 298,485 |
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 | 4,593,765 | 0 |
Discount on Derivative liability upon issuance of debt | 1,894,592 | 0 |
Set up of righ of use asset | 210,698 | 0 |
Issuance of shares--common stock payable | 936,395 | 0 |
Shares issued as debt issuance cost | 151,230 | 0 |
Cancellation of shares | 20,376 | 0 |
Issuance of debt for payment of prepaid expense | 50,000 | 0 |
Settlement of subsidiary's debt with issuance of stock | 32,212 | 0 |
Purchase of shares in subsidiary | 6,571,811 | 0 |
Issuance of common stock for conversion of debt | 5,348,847 | 8,257,918 |
Conversion of NuGenerex Diagnostics debt and issuance of call option | 0 | 14,056,113 |
Exercise of call option | 0 | 1,385,730 |
Issuance of warrants | 0 | 5,592,244 |
Acquisition of Olaregen stock through issuance of notes payable | $ 0 | $ 2,000,000 |
Organization of Business and Go
Organization of Business and Going Concern | 12 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization of Business and Going Concern | Note 1 – Organization of Business and Going Concern: Generex Biotechnology Corporation (“Generex”, “Company”, “GNBT”, "we", "us" or "our"), was formed in the State of Delaware on September 4, 1997 and its year-end is July 31. As of July 31, 2020, the active subsidiaries of the Company are Generex Pharmaceuticals, Inc.; 1097346 Ontario, Inc.; NuGenerex Immuno-Oncology, Inc.; Nugenerex Diagnostics, Inc.; Rapid Medical Diagnostics Corporation; GNBTELC, LLC; Olaregen Therapeutix, Inc.; Regentys Corporation; Nugenerex Management Services, Inc.; Nugenerex Distribution Solutions 2, LLC; DMEiq, LLC (d/b/a DME-IQ); Rapport Services, LLC; NMSIELC, LLC; High Desert Diagnostic Laboratory, Inc.; NuGenerex Distribution Solutions, LLC; Pantheon F & A, LLC; Nugenerex Surgical Holdings, LLC; NuGenerex Health, LLC; NuGenerex HMO, LLC; and NuGenerex MSO,LLC. 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 subsidiary, NuGenerex Immuno-Oncology (“NGIO”), formerly Antigen Express, Inc., or “Antigen”), has undertaken work on immunomedicines incorporating proprietary vaccine formulations. GNBT distributed a total of approximately 34 million shares of NGIO in two dividends to GNBT shareholders on February 19, 2019 and February 24, 2020. Additional NGIO shares were used as consideration in various acquisitions by GNBT. After all of these transactions GNBT still owns over 90% of the outstanding shares of NGIO requiring GNBT to continue to consolidate NGIO. On March 12, 2020, NGIO filed a Form 10 registration statement. This Form 10 became effective on May 11, 2020 at which time NGIO became a separate entity controlled by GNBT. As a result of these transactions, GNBT shall recognize the non-controlling interest in NGIO in its consolidated financial statements. 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 the existing pharmacies. Going forward Veneto will conduct business exclusively through its 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%. In the third quarter of 2020 the Company acquired the remaining interest in Olaregen in exchange for its shares of common stock and became a wholly owned subsidiary of the Company. 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. As of July 20, 2020, the operations of MediSource and Pantheon have been curtailed (see Note 2 – Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles). Going Concern The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $452 million and a working capital deficiency of approximately $40.1 million at July 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. The recent, widespread outbreak of a novel infectious disease called Coronavirus Disease 2019, or COVID-19, has created a dynamic and uncertain situation in the national economy. Regarding the Company, sales of Olaregen's Excellagen, Pantheon’s foot & ankle surgical kits, and the line of MediSource catalogue products have been significantly impacted by the COVID-19 pandemic. Surgeries and outpatient procedures were delayed and rescheduled, severely limiting sales of wound care and surgical products. Going forward, as the VA and other hospital systems re-open, the re-scheduled surgeries and procedures are expected to start up and create a backlog of cases, which should accelerate product sales to pre-COVID levels in due course. Because of the COVID-19 pandemic Generex and its subsidiaries are currently pursuing the development of a SARS-CoV-2 vaccine using the company's patented Ii-Key peptide vaccine technology. To this end, the Company applied for funding to BARDA in the U.S., Health Canada, and the Malaysian Ministry of Health as well as with CEPI, the international public/private consortium focused on the development of vaccines for the global market. To date, Generex has identified viral epitopes through computer vaccinology algorithms, and manufactured those peptide sequences with the Ii-Key moiety for testing in immunological screening program using convalescent blood samples from patients who have recovered from COVID-19. The immunological blood screening program is scheduled to begin shortly. Manufacturing partners have been identified for clinical and commercial supply. Completion of the ii-Key-SARS-CoV-2 peptide vaccine program is dependent on obtaining funding from government and/or private sources. The Company continues to closely monitor the latest information to make timely, informed business decisions and public disclosures regarding the potential impact of pandemic on its operations and financial condition. The scope of pandemic is unprecedented and its long-term impact on the Company’s operations and financial condition cannot be reasonably estimated at this time. There is always uncertainty and risk associated with the development of any vaccine, medical treatment or therapy, but the continued development depends upon the completing the trials under various collaboration agreements and associated potential commercialization of the product, FDA approval and/or licensing agreements. Any collaborator with whom we may enter into such collaboration agreements may not support fully our research and commercial interests since our program may compete for time, attention and resources with such collaborator's internal programs. Therefore, these collaborators may not commit sufficient resources to our program to move it forward effectively, or that the program will advance as rapidly as it might if we had retained complete control of all research, development, regulatory and commercialization decisions. During the pandemic COVID-19, it is anticipated that delays will occur, but the full impact of any slow down due to COVID-19 has not been determined. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing. There are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies: Basis of Presentation These consolidated financial statements include all of the Company’s subsidiaries, including those operating outside the United States and are prepared in accordance with US GAAP. The consolidated financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated. The subsidiaries included in the Company’s consolidated financial statements are: Generex Pharmaceuticals, Inc.; Generex (Bermuda), Inc. (dormant); NGIO; 1097346 Ontario, Inc. (inactive); NuGenerex Diagnostics LLC “NGDx,” formerly known as Hema Diagnostic Systems, LLC; Hema Diagnostics Systems Panama S.A. (dissolved); Rapid Medical Diagnostics Corporation; NuGenerex Distribution Solutions, LLC; Grainland Pharmacy Inc. (inactive); Empire State Pharmacy Inc (inactive); NuGenerex Medical Marketing (inactive); Regentys Corporation (51%); and Olaregen Therapeutix Inc. Business Combinations Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair value at the date of acquisition of the assets given, equity instruments issued, or liabilities incurred or assumed. Acquisition related costs are expensed as incurred (except for those costs arising on the issue of equity instruments which are recognized directly in equity). Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the acquisition date. Goodwill is measured as the excess of the acquisition cost and the amount of any non-controlling interest, over the fair value of the identifiable net assets acquired. Cash and Cash Equivalents The Company considers Patents Capitalized patent costs represent legal costs incurred to establish patents and a portion of the acquisition price paid attributed to patents upon the acquisition of NGIO in August 2003 and the acquisition of NGDx in January 2017. When patents reach a mature stage, any associated legal costs are comprised mostly of maintenance fees and costs of national applications and are expensed as incurred. Capitalized patent costs are amortized on a straight-line basis over the remaining life of the patent. As patents are abandoned, the net book value of the patent is written off. Revenue Recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s consolidated 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 considering 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). Year Ended July 31, Revenue Source 2020 2019 Product sales $ 2,643,228 $ 105,432 Management services 18,168 370,118 Pharmacy sales — 5,409,644 Laboratory sales — 318,567 Total Revenue $ 2,661,396 $ 6,203,761 Provisions for estimated sales returns and uncollectible accounts are recorded in the period in which the related sales are recognized based on historical and anticipated rates. The Company determines whether it is the principal or agent for its retail pharmacy contract services on a contract by contract basis. In the majority of its contracts, the Company has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications, and (v) having credit risk. The Company’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third-party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Company is contractually required to pay the third-party pharmacies in its retail pharmacy network for products sold, regardless of whether the Company is paid by its clients. The Company’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third-party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate, and approving the prescription for dispensing. Although the Company does not have credit risk with respect to Retail Co-Payments or inventory risk related to retail network claims, management believes that all of the other applicable indicators of gross revenue reporting are present. For contracts under which the Company acts as an agent, revenue is recognized using the net method. In-Process Research and Development The costs of in-process research and development (“IPR&D”), related to the Company’s business combination with NGDx, were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D is not amortized, but is reviewed for impairment at least annually, or when events or changes in the business environment indicate the carrying value may be impaired. The Company also acquired licenses to operate pharmacies which were recorded at cost. They are evaluated annually for possible impairment. Management determined that as of July 31, 2020, the IPR&D and licenses are not impaired. Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles The Company accounts for follows Financial Accounting Standard Board’s (FASB) Topic 350-10 (“ASC 350-10”), “ Intangibles – Goodwill and Other. The purchase price of acquisitions is allocated to the assets acquired and liabilities assumed based upon their respective fair values and are subject to change during the twelve month period subsequent to the acquisition date. We engage independent third-party valuation firms to assist us in determining the fair values of assets acquired and liabilities assumed at the time of acquisition. Such valuations require us to make significant estimates and assumption, including projections of future events and operating performance. Fair value estimates are derived from established market values of comparable assets, or internal calculations of estimated future net cash flows. Our estimate of future cash flows is based on assumptions and projections we believe to be currently reasonable and supportable. The Company accounts for the impairment or disposal of long-lived assets according to FASB ASC Topic 360, Property, Plant and Equipment The goodwill impairment test consists of a two-step process as follows: Step 1. The Company compares the fair value of each reporting unit to its carrying amount, including the existing goodwill. The fair value of each reporting unit is determined using a discounted cash flow valuation analysis. The carrying amount of each reporting unit is determined by specifically identifying and allocating the assets and liabilities to each reporting unit based on headcount, relative revenues or other methods as deemed appropriate by management. If the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired, and the Company then performs the second step of the impairment test. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is required. Step 2. If further analysis is required, the Company compares the implied fair value of the reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and its liabilities in a manner similar to a purchase price allocation, to its carrying amount. If the carrying amount of the reporting unit’s goodwill exceeds its fair value, an impairment loss will be recognized in an amount equal to the excess. Empire State Pharmacy and Grainland Pharmacy Acquisitions During fiscal year ending July 31, 2019, we identified indicators of impairment related to the acquisitions of Veneto Acquisition During fiscal year ending July 31, 2020, we identified indicators of impairment related to the Veneto acquisition. We analyzed intangible assets obtained and the current goodwill related to the Veneto acquisition. Due to the prolonged impact of COVID-19 and other recent changes affecting the Veneto business unit, management conducted a reassessment during the 4 th Medisource and Pantheon Acquisitions During fiscal year ending July 31, 2020, we identified indicators of impairment related to the Company’s acquisition of MediSource and Pantheon on August 1, 2019. The Travis Bird Consulting Agreement was terminated on July 20, 2020. As a result of the loss of Travis Bird and his relationships with customers, the forecasted sales and cash flows from MediSource and Pantheon was significantly curtailed resulting in a carrying value in excess of the fair value. As a result of these indicators of impairment, we recorded a total loss on the impairment of intangible assets of $451,173 and $486,780 for the MediSource and Pantheon assets as of July 31, 2020, respectively; and recorded a total loss on the impairment of goodwill of $471,626 and $131,927 for the MediSource and Pantheon assets as of July 31, 2020, respectively. Combined, we recorded total loss on impairment of intangible assets of $937,953 and $287,587 for the fiscal years ending July 31, 2020 and July 31, 2019, respectfully; and total loss on impairment of goodwill of $4,411,784 and $0 for the fiscal years ending July 31, 2020 and July 31, 2019, respectfully. Impairment of Long-lived assets for the year ending July 31, 2019 Grainland Pharmacy Empire State Pharmacy Total Intangible assets $ 99,519 $ 188,068 $ 287,587 Goodwill — — — Total impairment of intangible assets $ 99,519 $ 188,068 $ 287,587 Impairment of Long-lived Assets for the year ending July 31, 2020 Veneto MediSource Pantheon Total Tradenames $ — $ 47,600 $ 55,400 $ 103,000 Intellectual Property — — 41,500 41,500 Customer Base — 346,800 274,600 621,400 Non-Compete Agreements — 124,600 232,100 356,700 Less: Amortization — (67,827 ) (116,820 ) (184,647 ) Total impairment of intangible assets — 451,173 486,780 937,953 Impairment of goodwill 3,808,231 471,626 131,927 4,411,784 Total impairment of intangible assets and goodwill $ 3,808,231 $ 922,799 $ 618,707 $ 5,349,737 Debt Discount The Company issued certain convertible notes that have certain embedded derivatives and/or required bifurcation. In connection with these features, the Company has recorded a discount to the debt for these features that will be accreted to the face value of the note under the effective interest method over the term of the note. The amount of debt discount incurred during the years ended July 31, 2020 and 2019, was $2,749,107 and $5,100,421, respectively. The Company recognized approximately $4,415,377 and $3,121,569, of related interest expense for the years ended July 31, 2020 and 2019, respectively. Derivative Liability The Company’s derivative financial instruments are measured at fair value using the Monte Carlo, Black Scholes and multinomial lattice models which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the instrument. The liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities.” Research and Development Costs Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs, including payroll costs, and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development tax credit arrangements are offset against current research and development expense. Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. Inventories Inventories, which consist of both raw materials and finished goods, is valued at the lower of cost or net realizable value. Inventory costs are comprised primarily of product, labor, freight and duty. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. Property and Equipment Property, equipment and improvements to leased premises are depreciated using the straight-line method over the estimated useful lives of the assets, or when applicable, the term of the lease, whichever is shorter. Major renewals or replacements that substantially extend the useful life of an asset are capitalized and depreciated. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which are generally as follows: Leasehold improvements The shorter of the expected useful life of the improvement or the lease term Computers and technological assets 3-5 years Machinery and equipment 3-5 years Furniture and fixtures 3-7 years Assets acquired through finance lease arrangements or long-term rental arrangements that transfer substantially all the risks and rewards associated with ownership of the asset to the Company (as lessee) are capitalized. Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods, which typically conform to the performance period. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. Net Loss per Common Share Net earnings per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. Diluted earnings per share is calculated using the treasury stock method. Comprehensive Loss Other comprehensive income/(loss), which includes only foreign currency translation adjustments, is shown in the consolidated statements of operations and comprehensive loss and in the consolidated statements of changes in stockholders’ deficiency. Foreign Currency Transactions and Translations The functional and reporting currency of the Company and most of its subsidiaries is the United States Dollar. One subsidiary, Generex Pharmaceuticals, Inc., has a functional currency of the Canadian Dollar. Foreign denominated assets and liabilities of the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period. Revenue and expense accounts are translated at an average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary’s financial statements from its functional currency to the Company’s reporting currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations and comprehensive loss. Fair Value of Financial Instruments Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2020 and July 31, 2019: July 31, 2020 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 1,316,757 $ 1,316,757 Total $ — $ — $ 1,316,757 $ 1,316,757 July 31, 2019 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 7,820,282 $ 7,820,282 Total $ — $ — $ 7,820,282 $ 7,820,282 Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates, including those related to long lived assets (including patents) impairment valuations, derivatives and contingencies and litigation, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting estimates are reviewed and discussed with the Board of Directors. The Company considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made, if changes in the estimate or if different estimates that could have been selected would have a material impact on our results of operations or financial condition. Redeemable Non-Controlling Interest As a result of the acquisition of Regentys, which had redeemable convertible preferred stock on its balance sheet classified as a mezzanine instrument outside of the its equity accounts, such amounts are reclassified as redeemable non-controlling interest as the carrying value determined by the purchase price allocation at the time of the acquisition of Regentys. Adoption of New Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company has adopted the standard effective February 1, 2020. This adoption had no material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s consolidated financial statements and financial statement disclosures. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 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 NGIO, 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 consolidated financial statements for the year ended July 31, 2020. 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. AEXG filed a demand for arbitration and on September 25, 2018 an arbitration hearing was held with an arbitrator from the American Arbitration Association’s International Centre for Dispute Resolution. On December 3, 2018, an arbitrator awarded 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. 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 $3.5 million, but only liquidated damages in the amount of $210,000 and the value of 84,000 warrants “as of today” (the date of the award) plus attorney’s fees, certain costs, prejudgment and post-judgment interest (which continues to run on a daily basis) and arbitration fees. Generex has responded that the value of the warrants on the date of the award is $0 or some figure far less than the value calculated by AEXG. The petition to confirm the arbitrator’s award and Generex’s opposition 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. AEXG filed a petition to confirm that part of the arbitrator’s award that awarded AEXG $210,000 in liquidated damages plus post award prejudgment interest. On April 24, 2020 legal fees in the amount of $93,304 plus costs of $12,393. The Court remanded part of the arbitrator’s award for a determination as to the economic value of 84,000 warrants with an exercise price of $2.50 per share. On September 18, 2020, a judgement was entered in favor of AEXG in the amount of $319,009, plus prejudgment interest in the sum of $65,762, for a total of $384,771. The Company continues to vigorously defend this matter. On June 28, 2018, the Company was named in respect of a claim by Burrard Pharmaceutical Enterprises Ltd. and Moa’yeri Kayhan for unspecified damages and other remedies issued by the Supreme Court of British Columbia. The claim is made in connection with one advanced against Burrard and Kayhan by Middle East Pharmaceutical Factory L.L.C., a foreign corporation, for fraudulent or negligent misrepresentation. Middle East alleges that it was misled by Burrard and Kayhan into believing that Burrard had rights to distribute Generex product in the Middle East. Burrard and Kayhan allege that they did have rights in that regard, which the Company denies. The matter remains at the pleadings stage and the Company is investigating the facts. On October 26, 2018, Generex entered into a securities purchase agreement with Alpha Capital Anstalt (“Alpha”) pursuant to which a note due on October 26, 2019 was called for repayment in the principal amount of $682,000. The purchase price of the note was $550,000. The remaining $122,000 of principal amount represents original issue discount. On March 21, 2019 Compass Bank filed suit against NuGenerex Distributions Solutions 2, L.L.C. in the District Court of Dallas County, Texas requesting damages of $3,413,000. In connection with the closing of the Veneto acquisition, Compass Bank had a lien on certain assets that were supposed to be transferred into the ownership of NuGenerex, a subsidiary of Generex. Those assets were never transferred due to regulatory impositions. Generex had listed Compass Bank as an intended third-party beneficiary to the transaction in relation to the assets liened and Veneto ceased payments upon the loan which the lien generated from. Compass bank filed suit against 6 parties involved in the transaction to collect on the loan, including NuGenerex. NuGenerex’s position is the contract was frustrated by the assets that were liened were never transferred, NuGenerex did not receive any benefit from the agreement, and thus NuGenerex is not responsible to Compass Bank for repayment of a loan on assets not transferred. Generex intends to implead Brooks Houghton for indemnification who was retained to perform due diligence on the transaction. In May 2019 Brooks Houghton threatened litigation by way of a FINRA Dispute Resolution. Brooks Houghton, who the managing representative is Mr. Centonfanti a prior board member, was under contract to perform due diligence on the Veneto transaction, as well as other unrelated items. The Veneto transaction closed three times, each time with a reduction in price due to material negative circumstances. Brook Houghton, who was under contract to perform due diligence, claims their fee should be paid on the initial closing price not the ultimate resolution of the matter. The company offered to compensate Brooks Houghton pursuant to agreement, 3% on the most recent closing price for Veneto for which Brooks Houghton may have performed some level of work on, payable in kind, and Brooks Houghton declined the offer. Brooks Houghton is claiming $450,000 for the first closing of Veneto, $714,000 for the second closing of Veneto, $882,353 for the Regentys acquisition, and $705,882 for Olaregen. The company is awaiting service. As of July 31, 2020, the Company has accrued for the full $2,752,235 balance. On September 9, 2019 Generex and its subsidiary NuGenerex Distribution Solutions, LLC, and NuGenerex Distributions Solutions 2, LLC (jointly “NDS”) filed a litigation against Veneto, and the constituent entities, for fraud, breach of contract, and a motion for a temporary restraining order restraining the shares contemplated in the Asset Purchase Agreement (“APA”) (supra) for hiding their involvement in a massive healthcare fraud scheme, which is currently being prosecuted civilly by the federal government and filing to transfer assets specified in the APA. . Our motion for a temporary restraining order on transfer of shares we issued in connection with the acquisition of Veneto assets was denied by the Court of Chancery. Generex has continued to pursue claims against Veneto and its principals in a separate arbitration. In a related action, our transfer agent for our common stock was sued for failure to process a transfer of the shares issued pursuant to the APA. This suit was brought in the United States District Court for the Eastern District of New York. Generex was not named in the suit, but our transfer agent notified us of our obligation to indemnify them pursuant to our agreement with the transfer agent. The action against the transfer agent was dismissed with prejudice and on consent on November 25, 2019. 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. On May 4, 2020 the District Court entered judgment against the Company in the amount of $2,200,000. Counsel for Generex and Discover have engaged in settlement discussions. In addition, on August 20, 2020 the Company was named as a defendant in an action brought by Discover Growth Fund, LLC in the Court of Chancery of the State of Delaware. The complaint alleges that the Company breached a Purchase Agreement, Promissory Note and Transfer Agent Instructions and seeks to compel the Company to honor notices of conversion from Discover Growth Fund, LLC and issue it shares pursuant to the Purchase Agreement and Promissory Note. Discover has since dropped the Delaware case without prejudice. On May 6, 2020, the Company was named as a defendant in an action brought by Iliad Research and Trading LP in Salt Lake City, Utah. The plaintiff alleged that the Company breached a Securities Purchase Agreement and Convertible Promissory Note. Arbitration commenced on this matter on or about July 1, 2020 and was settled on July 31, 2020. In settlement of the matter (including any amounts outstanding under the Convertible Promissory Note), the Company agreed to issue Iliad 3,499,415 shares of the Company’s common stock which has been included as a component of stock payable in the amount of $1,459,676 as of July 31, 2020. The shares were issued on August 11, 2020 and arbitration was dismissed on August 14, 2020. On October 2, 2020, the Company and its subsidiary, NuGenerex Distribution Solutions, LLC, was named as a defendant in an action brought by AVEM Medical, LLC, formerly known as Medisource Partners, LLC and Pantheon Medical – Foot & Ankle, LLC in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida, Civil Division. The complaint alleges that the Company breached an Asset Purchase Agreement. The Company intends to defend the case vigorously (see Note 2 – Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles. 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 July 31, 2020, Generex has advanced $212,000 to ALTuCELL, recorded as a component of other current assets. 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 (the “Olaregen Note”). Effective November 24, 2019, the deadline was extended to January 31, 2020. On February 14, the Company agreed to exchange 4,250,000 shares of Generex Common Stock and 1,065,000 shares of NGIO for the remaining outstanding shares of Olaregen with a waiver of any penalties and accrued interest on the outstanding Olaregen Note. As a result, Olaregen become wholly owned by the Company. 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. MediSource – 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 and Pantheon which provided the Pantheon Earn-out and MediSource Earn-out based about the EDITDA achieved by Patheon and MediSource (See Note 15). Neither earn-out was achieved nor anticipated for the remainder of the earn-out period and therefore the liability for contingent consideration was relieved. Agreements Travis Bird Consulting Agreement Travis Bird was entitled to receive sales commissions equal to 15% of net sales during the first year following closing, and 10% of net sales during the second year pursuant to the “Travis Bird Consulting Agreement” described below. For the year ended July 31, 2020, Travis earned $1,404,915 under this agreement and has been paid $773,366, leaving a balance of $631,549. As of July 31, 2020, no earn-out was achieved by Travis Bird and the Travis Bird Consulting Agreement was terminated effective July 20, 2020. Travis Bird is no longer entitled to further commissions from future net sales (see Note 2 – Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles). Research and Development Agreements On November 20, 2018, the Company entered into a clinical trial agreement with NSABP Foundation, Inc. (“NSABP”) under which NSABP will conduct clinical research using the Company’s AE37 peptide immunotherapeutic vaccine in combination with pembrolizumab (Ketruda®) for the treatment of metastatic triple negative breast cancer. The Company has agreed to pay NSABP an amount not to exceed $2,118,461 based on NSABP achieving various milestones. The Company recognized $272,063 as research and development related to the clinical trial agreement with NSABP for the year ending July 31, 2020. On March 3, 2020, the Company entered into a Master Services Agreement and Statement of Work Agreement with EpiVax, Inc. (“EpiVax”). The Agreement provides for EpiVax to use its proprietary epitope prediction software in the identification, development, and transfer of a potential vaccine for COVID-19 based upon Nugenerex Immuno-Oncology’s (“NGIO”) Ii-Key vaccine technology. NGIO is a majority owned subsidiary of Generex. Generex and NGIO will own the intellectual property generated by EpiVax’s work. During the fiscal year ended July 31, 2020, the Company incurred $300,000 under this agreement and paid $150,000, leaving a balance of $150,000. On June 2 Laboratory calls for Pursuant to this agreement, Generex will pay to CTL a fee for work plan completion an amount not to exceed $939,478. During the fiscal year ended July 31, 2020, $4,697 has been incurred under this agreement. COVID-19 Collaboration Agreement On February 28, 2020, we entered into a Collaboration Agreement (the “COVID-19 Collaboration Agreement”) with Beijing Zhonghua Investment Fund Management Co., LTD and Sinotek-Advocates International Industry Development (Shenzhen) Co., Ltd. (an affiliate of China Technology Exchange) (the “CTE Parties”), to develop a COVID-19 vaccine using the Ii-Key Peptide vaccine technology of Generex’s majority owned subsidiary, NuGenerex Immuno-Oncology, Inc. (“NGIO”). Under the COVID-19 Collaboration Agreement, we will make the Ii-Key Peptide vaccine technology available to the CTE Parties. The CTE Parties will provide facilities and personnel for the development of the COVID-19 vaccine under Generex/NGIO technical guidance. The development will include synthesis, analysis and human trials through Phase III, if warranted, in China. The CTE Parties will have exclusive rights to use and commercialize the COVID-19 technology and products in China. The CTE Parties have agreed to set-aside $1,000,000 for Generex/NGIO expenses during development and human clinical trials. If development and testing are successful, the parties will enter into further collaboration and technology transfer agreements. The CTE Parties have not consummated the agreement by failing to provide the $1,000,000 payment. Payable to Foundation On February 1, 2007, the Company entered into a clinical study agreement with the Henry J. Jackson Foundation (the “Foundation” for the clinical research and development of AE37 for the treatment of breast cancer). The Company agreed to pay the foundation total compensation of $2,700,000 payable at various intervals over the term of the agreement. On September 9, 2013, the Company entered into a forbearance agreement (the “Forbearance Agreement”) with the Foundation and under which the Company acknowledged that they were in arrears on its payment and interest obligations to the Foundation in the amount of $1,315,817. Pursuant to the Forbearance Agreement, the Company and the Foundation agreed that in exchange for deferring the overdue payments the Company would among other matters, pay the foundation (i) the final $200,000 upon completion of the study and acceptance of all study documents, (ii) a royalty of 5% of net third party sales and (iii) the original forbearance amount will continue to bear interest at 1.5% per month, compounded. The Foundation may terminate the Forbearance Agreement by providing the Company written notice should the Company, among other matters, fail to make payments due under the Forbearance Agreement. The Foundation has not provided the study documents to the Company. The Foundation has not notified the Company that it is in default of any of its obligations under the Forbearance agreement. Effective August 1, 2015, the Company capitalized all outstanding unpaid interest on the outstanding balance. The. For the years ended July 31, 2020 and 2019, the Company recorded interest expense in the amount of $855,196 and $715,275, respectively, in the statements of operations. As of July 31, 2020, and 2019 the Company has recorded accrued interest of $3,911,141 and $3,055,945, respectively. |
Leases
Leases | 12 Months Ended |
Jul. 31, 2020 | |
Property, Plant and Equipment [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 0.39 years, with a weighted-average discount rate of 9.5%. The Company incurred lease expense for its operating leases of $113,319 for the year ended July 31, 2020. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of July 31, 2020: Maturity of operating lease liabilities for the following fiscal years: 2021 $ 39,879 2022 — 2023 — 2024 — 2025 — Thereafter — Total undiscounted operating lease payments $ 39,879 Less: Imputed interest 1,626 Present value of operating lease liabilities $ 38,253 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment, net consisted of the following: July 31, July 31, 2020 2019 Computers and technological assets $ 53,314 $ 163,168 Machinery and equipment 329,977 386,929 Furniture and fixtures 18,725 73,227 Leasehold Improvements 16,596 16,596 418,612 639,920 Less accumulated depreciation (204,944 ) (139,927 ) $ 213,668 $ 499,993 Depreciation expense related to property and equipment amounted to $177,868 and $170,605 for the years ended July 31, 2020 and 2019, respectively. With respect to a change in the operations of the Veneto business unit, the Company closed its offices and reduced the number of active computer servers and disposed of excess related equipment, furniture and fixtures. For the year ended July 31, 2020, the Company disposed of $302,217 of gross assets and recorded the net book value as a $189,364 loss on the disposal of assets contained in of General and Administration during the year ending July 31, 2020. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6 - Stockholders’ Equity: Stock Split and Dividend 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 20 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 consolidated financial statements. Common Stock Shares issued for services In January and February of 2020, the Company issued 789,803 shares of common stock to vendors for services valued between $0.34 and $0.46 per share, or $334,400. Issuance of shares as a commitment fee in connection with registration statement On November 25, 2019, the Company entered into a purchase agreement with an investor Oasis Capital, LLC (“Oasis”) pursuant to which Oasis has agreed to purchase from the Company up to $40,000,000 of common 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. We also issued to Oasis 1,719,901 shares under the Oasis Capital Agreement as a commitment fee in connection with a registration statement. This transfer has been accounted through common stock and additional paid in capital which has no net effect on equity. Issuance of common stock payable As of July 31, 2020, there are shares obligated to be issued for the settlement with a creditor for 3,499,415 shares with a value of $1,472,826, 16,470,588 shares to be issued related to the Veneto downside protection valued at $8,400,000 and 30,000 shares valued at $14,500 obligated to be issued to a creditor. During the year ended July 31, 2020, the Company issued 373,510 shares, valued at $852,895, to a creditor for the conversion of note payable, 30,000 shares, valued at $69,000, to a vendor for services and 32,610 shares, valued at $14,500 to settle a debt. As of July 31, 2019, there are shares obligated to be issued for the conversion of notes payable for 341,790 shares with a value of $852,891 and 30,000 shares to be issued for services rendered with a value of $69,000. During the year ended July 31, 2019, the Company issued 1,733,924 shares, valued at $870,554, to a creditor for the conversion of note payable, and 6,762,000 shares, valued at $1,097,100, to settle a debt. As of July 31, 2020 and 2019, the value of shares to be issued was $10,079,449 and $1,123,188, respectively. Common Stock Payable Balance as of July 31, 2018 $ 2,168,951 Increase in common stock payable 921,891 Issuance of common stock payable (1,967,654 ) Balance as of July 31, 2019 $ 1,123,188 Increase in common stock payable 9,887,326 Issuance of common stock payable (936,395 ) Change in fair value of common stock payable 5,330 Balance as of July 31, 2020 $ 10,079,449 Conversion of debt to equity During the year ended July 31, 2019, the Company issued 2,297,812 shares of common stock for the conversion of $18,406,684 of debt and accrued interest. During the year ended July 31, 2020, the Company issued 11,914,545 shares of common stock for the conversion of $5,348,847 of debt and accrued interest. Issuance of common stock for acquisitions 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. Cancellation of shares 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. Purchase of shares in subsidiary 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 which increased our interest in Olaregen to approximately 77% of the Olaregen’s outstanding voting shares. On February 14, 2020, the remaining shareholders of Olaregen exchanged all of its outstanding shares for 5,950,000 shares of Generex common stock and 2,765,000 shares of NGIO. Shares issued as debt issuance cost During the year ended July 31, 2020, the Company issued 343,000 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 $0.26 and $0.51, or a total of $151,230. Settlement of subsidiary's liability with stock On February 14, 2020, the former stockholders of Olaregen settled a $32,212 payroll related liability using previously issued Generex common stock it had received from its share exchange. NGIO Dividend On January 30, 2019, the Company declared a dividend to holders of Generex common shares of its subsidiary NGIO. On February 25, 2019, Generex shareholders received a dividend of one share of NGIO for every four shares of Generex common stock which amounted to an issuance of 15,076,849 shares, representing approximately 3.77% ownership of NGIO. The fair value of the shares issued amounted to $1,070,456 and was recorded as a dividend with a corresponding increase to noncontrolling interest. Acquisition of Olaregen Series A Preferred Stock On May 10, 2019, 4,000,000 shares of Generex common stock was transferred out of the Friends of Generex Biotechnology Investment Trust (the “Trust”) in consideration of 592,683 Series A voting preferred shares of Olaregen held by an existing shareholder in Olaregen. A $2,000,000 promissory note from Generex to the existing shareholder in Olaregen remains outstanding. The 592,683 shares represent approximately 10% voting control of Olaregen. The $2,000,000 note was extended to have a maturity date of August 1, 2019. Series H and Series I Convertible Preferred Stock The Company has authorized 109,000 shares of designated non-voting Series H Convertible Preferred Stock with a stated value of $1,000 per share and authorized 6,000 shares of designated non-voting Series I Convertible Preferred Stock with a stated value of $47.61 per share pursuant to the Purchase Agreement dated March 27, 2017. The Series H Preferred Stock was scheduled to be sold in four tranches to the Purchaser. The Series H and Series I Convertible Preferred Stock were convertible at the option of the holder. At closing of the first tranche on March 28, 2017, the Company issued 63,000 shares of Series H Preferred Stock for a purchase price of $3,000,000. On December 1, 2018, after payment of the dividend, B-H Sanford, LLC, converted all of its holding of the Company’ Series H Convertible Preferred Stock owned by it into 28,828,953 shares of common stock. On November 30, 2018, Joseph Moscato, the Company’s President and Chief Executive Officer, and Lawrence Salvo, a member of the Company’s Board of Directors, converted all shares of the Company’ Series I Convertible Preferred Stock owned by them receiving the aggregate 7,595,350 shares. 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 July 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 from Olaregen shareholders. 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. The provided shares by the Friends of Generex Trust were already issued and outstanding and did not result in any expense of the Company. Since these shares were transferred, to the shareholders of Olaregen, by an existing shareholder to settle an obligation of the Company, the value of the shares provided by the Friends of the Generex Trust to settle the debt was reflected in the financial statements as an addition to contributed (paid-in) capital. On February 14, 2020, the remaining stockholders of Olaregen exchanged all of its outstanding shares for 5,950,000 shares of Generex common stock and 2,765,000 shares of NGIO. After this transaction and as of July 31, 2020, 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. Although Generex is the Managing Member and established control of the entity, 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. On March 10, 2020, the Company increased the number of authorized shares from 400,000,000 to 760,000,000, which consists of 750,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. The preferred stock may be issued in one of more series and may have preferences as to dividends and to liquidation of the Company. On July 14, 2020, NGIO entered into a purchase agreement with an investor Oasis Capital, LLC (“Oasis”) pursuant to which Oasis has agreed to purchase from the Company up to $50,000,000 of common 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. NGIO also issued to Oasis 300,000 shares of its common stock under the Oasis Capital Agreement as a commitment fee in connection with a registration statement. This transfer has been accounted through common stock and additional paid in capital which has no net effect on equity. As of July 31, 2020, 400,300,000 shares of NGIO are issued and outstanding of which 36,296,849 shares belong to non-controlling interest shareholders which represents a 9.07% non-controlling interest. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Redeemable Non-Controlling Interest | Note 7 – Redeemable Non-Controlling Interest: Pursuant to the Company’s acquisition of 51% of the outstanding capital stock of Regentys, Regentys had authorized 7,500,000 shares of redeemable Series A Convertible Preferred Stock (“Preferred Stock A”), with a par value of $0.0001 and redemption value of $1.46 per share of which 2,793,192 Preferred Stock A was outstanding as of the date of acquisition and as of July 31, 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. |
Inventory
Inventory | 12 Months Ended |
Jul. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 8 – Inventory Inventory consists of the following components: July 31, July 31, 2020 2019 Raw materials $ 182,722 $ 77,782 Finished goods 559,534 285,226 Total Inventory $ 742,256 $ 363,008 |
Notes Payable
Notes Payable | 12 Months Ended |
Jul. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable On October 26, 2018, Generex entered into a Securities Purchase Agreement with an investor pursuant to which the Company 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 13) 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. 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 beneficial conversion feature of these Notes meets the definition of a derivative and requires 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 of promissory notes bearing interest at 7% per annum (the “Notes”) originally due and payable on August 1, 2019. The notes 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 beneficial conversion feature in these Notes meets the definition of a derivative and requires 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. 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. This note 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 beneficial conversion feature in these Notes meets the definition of a derivative and requires 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. 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 2020 fiscal year, 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. The embedded beneficial conversion feature in the note meets the definition of a derivative and requires 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. On February 18, 2020, the investor has filed suit and the Company is evaluating the claim and has had a preliminary settlement discussion with the plaintiff. 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 $550,000. The purchase price of the note was $495,000 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 of 80% of the lowest 10 and 20 days prior to conversion. The embedded beneficial conversion feature of these notes meets the definition of a derivative and requires 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. On February 10, 2020, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company sold a convertible note bearing interest at 12% per year in the principal amount of $305,000 and issued 35,000 shares of common stock. 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 to 80% of the lowest closing price as of the date of the notice. The embedded beneficial conversion feature of these note meets the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $131,703 and was recorded as a discount of the note. On February 19, 2020, a lender made a formal demand for repayment of a note payable due on August 29, 2020 because they claim Company failed to comply with all terms of the note. On April 8, 2020, the Company signed a forbearance agreement with the lender to remove the major default penalty, but increase the annual interest rate to 22%. The balance of the note was amended to $956,535 in cash which includes principal in the amount of $772,500 and approximately $184,035 of accrued interest and penalties. On July 31, 2020, a settlement was reached where the Company agreed to issue 3,499,415 shares of common stock for $1,459,676 which included $772,500 of principal and $687,176 of interest and penalties. The shares were subsequently issued on August 11, 2020. As of July 31, 2020, there were two notes in default with an aggregate principal balance of 2,882,000. The notes are accruing at default rates of interest between 22% and 24% per annum. On February 28, 2020, the Company entered into a series of Securities Purchase Agreements with three investors pursuant to which the Company 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 $250,000 and the remaining $31,600 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. The embedded beneficial conversion feature of these notes meets the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $128,219 and was recorded as a discount of the notes. On April 9, 2020, the Company issued a note for $50,000 due in one year with an interest rate of 10% per annum. The funds were paid directly to one of the Company’s vendors. In April, 2020, Regentys, Olaregen, NDS 2 and MediSource (collectively “the Subsidiaries”) were granted loans (the “PPP Loans”) in the aggregate amount of $499,473, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Subsidiaries to consider its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Subsidiaries having initially qualified for the loan and qualifying for the forgiveness of such loan based on its future adherence to the forgiveness criteria. The PPP Loans, which were in the form of notes with dates ranging between April 17 and April 24, 2020 and mature between two and five years and bear interest at a rate of 1.00% per annum, payable in monthly payments commencing six months after loan disbursements. The notes may be prepaid by the Subsidiaries at any time prior to maturity with no prepayment penalties. Funds from the PPP Loan may only be used for payroll costs and any payments of certain covered interest, lease and utility payments. The Company intends to use the entire PPP Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. No assurance can be provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. On May 4, 2020, the Company issued a promissory note with a purchase price of $100,000 that matures in one year and has a stated interest rate of 10% per annum. Additionally, the Company agreed to issue 20,000 shares of restricted common stock and 20,000 stock options with an exercise price of $0.43 which was due upon execution of the note. On June 25, 2020, the Company entered into a Securities Purchase Agreements pursuant to which the Company sold a convertible note bearing interest at 12% per year in the principal amount of $150,000. The purchase price of the note was $145,000 and the remaining $5,000 of principal 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. The embedded beneficial conversion feature of these Notes meets the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $59,985 and was recorded as a discount of the note. Balance of notes payable, net as of July 31, 2018 $ 320,000 Issuances of debt, net of discount 8,329,910 Assumption of debt upon acquisition 3,992,729 Loss on settlement of debt 16,000 Debt discount (4,571,731 ) Amortization of debt discount 3,011,187 Conversions (2,678,091 ) Payments (51,625 ) Balance of notes payable, net as of July 31, 2019 $ 8,368,379 Issuances of debt, net of discount 6,286,715 Issuance of PPP loans 499,473 Settlement of debt (1,300,429 ) Additions to debt due to default 527,929 Debt discount (1,590,957 ) Amortization of debt discount 4,415,377 Conversions (5,104,397 ) Payments (935,731 ) Balance of notes payable, net as of July 31, 2020 $ 11,166,359 As of July 31, 2020 2019 Notes payable $ 11,591,479 $ 10,459,952 Less: debt discount (425,302 ) (2,091,573 ) Total debt, net of discount 11,166,177 8,368,379 Notes payable, net - noncurrent 499,473 — Notes payable, net - current $ 10,666,704 $ 8,368,379 On December 28, 2017, the Company through its then 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 July 31, 2020, the remaining principal balance was $349,656 with an unamortized debt discount balance of $16,824. These notes have an accrued interest balance of $81,635 as of July 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes: The Company has incurred losses since inception, which have generated net operating loss (“NOL”) carryforwards. The NOL carryforwards arise from both United States and Canadian sources. Pre-tax (loss) arising from domestic operations (United States) were ($34,291,142) and ($10,680,333) for the years ended July 31, 2020 and 2019, respectively. Pre-tax profits (losses) arising from foreign operations (Canada) were $59,049 and ($326,461) for the years ended July 31, 2020 and 2019, respectively. As of July 31, 2020, the Company has NOL carryforwards in Generex Biotechnology Corporation of approximately $215.9 million, which expire in 2021 through 2038, and $27.5 million will not expire. Generex Pharmaceuticals Inc. has NOL carryforwards of approximately $34.4 million, which expire in 2024 through 2040. NGIO has NOL carryforwards of approximately $35.7 million which expire in 2021 through 2038. Regentys Corporation has NOL carryforwards of approximately $6.5 million of which $5.0 million will expire 2033 through 2038. Olaregen Therapeutics, Inc. has NOL carryforwards of $3.9 million which will not expire. Veneto has NOL carryforwards of $10.1 million which will not expire. Some of these loss carryforwards are subject to limitation due to the acquisition of Regentys, Olaregen, Veneto 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. For the years ended July 31, 2020 and 2019, the Company’s effective tax rate differs from the federal statutory rate principally due to net operating losses and other temporary differences for which no benefit was recorded. Deferred income taxes consist of the following: July 31, 2020 2019 Net operating loss carryforwards $ 67,782,365 $ 64,308,679 Accrued Expenses 2,398,682 1,090,537 Other temporary differences 1,054,768 721,653 Intangible assets 1,793,382 2,173,419 Total Deferred Tax Assets 73,029,197 68,294,288 Valuation Allowance (73,029,197 ) (68,294,288 Total Deferred Tax Liabilities — — Net Deferred Income Taxes $ — $ — The valuation allowance for deferred tax assets as of July 31, 2020 and 2019 was $73,029,000 and $68,294,000. The net change in the total valuation allowance for the years ended July 31, 2020 and 2019 was an increase of $4,735,000 and $6,581,000, respectively. A reconciliation of the United States Federal Statutory rate to the Company’s effective tax rate for the years ended July 31, 2020 and 2019 is as follows: July 31, 2020 2019 Federal statutory rate (21.0 )% (21.0 )% Increase (decrease) in income taxes resulting from: Change in fair value of purchase consideration 3.2 (40.2 ) Expiration of net operating loss carryforward 9.9 Impairment of long-lived assets 3.3 — Other 0.7 2.4 Change in valuation allowance 13.8 48.9 Effective tax rate — % — % On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but due to sustained losses, the NOL carryback provision of the CARES Act would not yield a benefit to us. As of July 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 does not expect that unrecognized tax benefits will increase within the next twelve months. The Company records interest and penalties related to tax matters within other expense on the accompanying consolidated statement of operations. These amounts are not material to the consolidated financial statements for the years presented. Generally, tax years 2017 to 2020 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 2012 to 2020 remain open to examination by the Canada Revenue Agency or other tax jurisdictions to which the Company is subject. |
Net Income Per Share (EPS)
Net Income Per Share (EPS) | 12 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Net Income Per Share (EPS) | Note 11 - Net Income Per Share (“EPS”): Basic net income or loss per share is calculated using the weighted average number of common shares outstanding during the period. Diluted diluted earnings per common share is the same as basic earnings per common share because, as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all outstanding stock options, warrants and conversion notes payables, would have an anti-dilutive effect. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common shareholders because including them would have been anti-dilutive for the years ended July 31, 2020 and 2019, respectively. Year Ended July 31, July 31, 2020 2019 Stock options 8,847,025 8,116,495 Convertible debt 7,868,870 2,442,310 Warrants 567,553 21,559,553 Total 17,283,448 32,118,358 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jul. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 12 – Goodwill and Intangible Assets Intangible assets consist of the following at: July 31, July 31, Estimated Useful Lives 2020 2019 In-Process Research & Development $ 6,302,427 $ 8,761,427 Non-compete agreements 3 years 1,210,000 1,210,000 Developed software/technology 5 years 131,000 131,000 Intellectual Property 5 years 2,459,000 — Patents 20 years 51,274 51,274 10,153,701 10,153,701 Less accumulated amortization (788,175 ) (319,432 ) $ 9,365,526 $ 9,834,269 Intangible assets are amortized on a straight-line basis over the useful lives of the assets. The Company is currently not amortizing the in-process research and development until it becomes commercially viable and placed in service. At the time when the intangible assets are placed in service the Company will determine a useful life. As of July 31, 2020, the in-process research and development (“IPR&D”) of $6,302,427 in the aggregate was a combination of $2,911,377 obtained through the acquisition of HDS and $3,391,050 obtained through the acquisition of Regentys. None of the research and development of the underlying IPR&D have been abandoned, nor was it determined to be impaired by management as a result of COVID-19. The Company was recently awarded a Blanket Purchase Agreement (BPA) contract from the National Strategic Acquisition Center (SAC). The VA’s National Contract and National BPA programs are used by VA medical centers, related facilities, specific State Veterans Homes, and other Federal facilities to procure select products based on clinical evidence, patient outcomes, and economic cost to the VA hospitals. The SAC awarded Olaregen’s Excellagen will expedite the purchasing of Excellagen at over 165 VA medical centers across the U.S. and Puerto Rico. This approval process was critical to the Company’s ability to determine that IPR&D associated with Olaregen, valued at $2,459,000, no longer has an indefinite life subject to amortization. The Company determined Olaregen’s IPR&D life to be 5 years as of July 31, 2020. Amortization expense amounted to $653,390 and $255,835 for the years ended July 31, 2020 and 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 2021 $ 923,897 2022 654,189 2023 520,564 2024 500,914 2025 458,202 Thereafter 5,334 Total $ 3,063,099 Changes in the value of goodwill: Balance as of July 31, 2018 $ — Acquisition of Veneto (revaluation) 15,051,768 Acquisition of Regentys (revaluation) 13,834,581 Acquisition of Olaregen (revaluation) 9,411,224 Balance as of July 31, 2019 $ 38,297,573 Acquisition of MediSource and Pantheon 603,553 Impairment of Veneto (3,808,231 ) Impairment of MediSource and Pantheon (603,553 ) Balance as of July 31, 2020 $ 34,489,342 See Note 2 – Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles for a detailed breakout of impairment of goodwill and intangibles. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jul. 31, 2020 | |
Notes to Financial Statements | |
Derivative Liability | Note 13 – Derivative Liability The Company issued 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 July 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, 2018 $ — $ — $ — $ — Additions during the period 5,178,241 353,465 6,424,338 11,956,044 Change in fair value 988,267 (28,214 ) (3,085,502 ) (2,125,449 ) Change due to exercise / redemptions (2,010,312 ) — — (2,010,312 ) Balance as of July 31, 2019 4,156,196 325,251 3,338,836 7,820,283 Additions during the period 1,864,239 30,353 — 1,894,592 Change in fair value (716,143 ) 255,197 5,061,164 4,600,218 Change due to exercise / redemptions (4,561,901 ) (36,435 ) — (4,598,336 ) Expiration of downside protection — — (8,400,000 ) (8,400,000 ) Balance as of July 31, 2020 $ 742,391 $ 574,366 $ — $ 1,316,757 |
Acquisitions
Acquisitions | 12 Months Ended |
Jul. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 14 – Acquisitions: NuGenerex Diagnostics LLC: On January 18, 2017, the Company acquired a 51% interest in NGDx pursuant to the Acquisition Agreement. The Acquisition Agreement provided the Company with a call option which the Company exercised on November 30, 2018 to acquire the remaining 49% of NGDx and a retirement of NGDx shareholder loans in the amount of $13,431,706 (including interest) (the “Call Option”) for the aggregate purchase price of $1. On November 30, 2018, the call option was exercised, and the Company acquired the remaining 49% of NGDx. Pursuant to the Acquisition Agreement, the Company also issued a warrant to a former shareholder of NGDx, Stephen L. Berkman, to acquire 15,000,000 (21,000,000 post Stock Split) additional shares of Generex common stock for $2.50 ($1.78 post Stock Split) per share exercisable through December 1, 2019. Fair Value of the NGDx Assets The intangible assets acquired includes In–Process Research & Development (“IPR&D”). The Fair Value of the IPR&D intangible asset using an Asset Cost Accumulation methodology as of January 18, 2017 (the “Valuation Date”) was determined to be $2,911,377. 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. The net purchase price of NGDx was determined to be as follows: Stock Price at Closing Shares Fair Value Purchase price: Common Stock at closing $ 0.23 1,117,011 $ 253,721 Common Stock after closing $ 0.23 420 95 Common Stock post reverse stock split $ 0.23 4,830,000 1,097,100 Total purchase price 5,947,431 $ 1,350,916 The total consideration was valued at $1,350,916 on the date of the acquisition. As of July 31, 2019, all warrants relating to this acquisition upon issuance resulted in additional paid in capital of $9,032,435. Upon the exercise of the Call Option, the fair values of the warrants and call option was updated through the issuance and exercise date and the change in the fair value of the contingent purchase consideration of a loss of $4,397,507 and a gain of $15,147,591 was recorded and included in the consolidated statements of operations and comprehensive income for the year ending July 31, 2019. The Company adopted a sequencing policy and determined that the warrants with fixed exercise price were excluded from derivative consideration. The remaining fair value of the call option and the warrant payable remaining at the time of exercise of the call option and issuance of the warrant was charged against additional paid-in capital as an elimination of non-controlling interest for a loss of $6,951,015. Fair Value Assumptions Used in Accounting for the Warrant The Company used the Black-Scholes option-pricing model to calculate the fair value of the warrant. The Black-Scholes option-pricing model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. The key inputs used in the fair value calculations were as follows: December 1, Exercise price 1.78 Time to expiration 3.14 years Risk-free interest rate 3.01 % Estimated volatility 138.61 % Dividend — Stock price at valuation date $ 0.64 Fair Value Assumptions Used in Accounting for Call Option The Company used the Monte Carlo model to calculate the fair value of the call option. The valuations are based on assumptions as of the valuation date with regard to the value of the asset acquired net of impairment, the risk-free interest rate, the estimated volatility of the stock price in the future, the time to expiration and the stock price at the date of valuation. The following assumptions were used in estimating the value of the Call Option: December 1, Risk-free interest rate 2.52 % Estimated volatility 164.43 % Remaining Term 1.13 years Stock price at valuation date $ 0.64 Veneto: On October 3, 2018, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Veneto Holdings, L.L.C. (“Veneto”) to purchase certain assets of Veneto. Effective on October 3, 2018, NuGenerex Distribution Solutions, LLC assigned the Veneto Asset Purchase Agreement to NuGenerex Distribution Solutions 2, LLC. The sole member of that LLC is NuGenerex Management Services, Inc., a wholly-owned subsidiary of Generex Biotechnology Corporation. The aggregate purchase price for the Assets is $35,000,000 including the Promissory Note. At the Second Closing, the Company will pay the principal of the Promissory Note plus interest to Veneto, (i) $9,000,000 will be paid by the Company into a trust or other fiduciary account acceptable to Veneto to be used exclusively for satisfaction of certain contingent liabilities of Veneto and subsidiaries of Veneto not being acquired by the Company, (ii) $3,000,000 will be paid by the Company into an escrow account to secure potential obligations of Veneto in respect of the Second Closing date working capital and under the indemnification provisions of the Agreement and (iii) the balance will be payable directly to Veneto in cash. The Company had also entered into a temporary fee-for-service arrangement with Veneto and one of its subsidiaries for Veneto to provide management, personnel, operational, administrative and other services with respect to the First Closing Assets pending the Second Closing. At the Second Closing, all of Veneto personnel providing these services became employees or consultants of the Company, and, therefore, Veneto no longer provides these services. At the First Closing, the Promissory Note issued to Veneto in the original principal amount of $15,000,000 with interest at an annual rate of 5.0% and guaranteed by Generex and Joseph Moscato, and secured by a first priority security interest in the Company’s assets other than the First Closing Assets was subsequently cancelled upon the issuance of the new promissory note on the Second Closing in the principal amount of $35,000,000 with an annual of 12.0% and guaranteed by Generex and Joseph Moscato. On November 1, 2018 the Company consummated the acquisition of the Second Closing Assets, consisting primarily of Veneto’s management services organization business and two additional ancillary services. The aggregate price for the First Closing Assets and the Second Closing Assets was $30,000,000. The Company issued a promissory note in the principal amount of $35,000,000 (the “ New Note There was $62,500 of accrued interest on the first closing $15,000,000 note and an additional $1,716,129 of accrued interest on the second closing $35,000,000 promissory note for a total of $1,778,629 accrued interest through March 28, 2019 when the Company entered into an Amendment Agreement (the “ Amendment As a result of the Amended Agreement entered into on March 28, 2019 (“the Amendment Fair Value of the Veneto Acquisition The following table summarizes the allocation of the preliminary purchase price as of the Veneto acquisition as of the First Closing and the Second Closing: “First Closing” completed on “Second Closing” completed on Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,935,078 — 1,935,078 Inventory, net 1,068,856 — 1,068,856 Prepaid expenses 95,804 — 95,804 Property and equipment, net 652,590 — 652,590 Other receivables 1,014,316 — 1,014,316 Notes receivable - LT 1,387,763 — 1,387,763 Other assets, net 25,745 — 25,745 Intangible assets, net 35,603 7,110,000 7,145,603 Total assets acquired 8,625,905 7,110,000 15,735,905 Total current liabilities 2,509,887 — 2,509,887 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,509,887 3,403,948 5,913,835 Net identifiable assets acquired 6,116,018 3,706,052 9,822,070 Goodwill 8,883,982 16,293,948 25,177,930 Total consideration transferred $ 15,000,000 $ 20,000,000 $ 35,000,000 The following table summarizes the allocation of the revalued purchase price as of the Veneto acquisition as of the First Closing and the Second Closing during the year ending July 31, 2019: “First Closing” completed on “Second Closing” completed on Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,430,638 — 1,490,638 Inventory, net 1,068,856 — 1,068,856 Prepaid expenses 95,804 — 95,804 Property and equipment, net 652,590 — 652,590 Other receivables 1,014,316 — 1,014,316 Notes receivable - LT 1,387,763 — 1,387,763 Other assets, net 25,745 — 25,745 Intangible assets, net 35,603 811,000 846,603 Total assets acquired 8,181,465 811,000 8,992,465 Total current liabilities 2,065,448 — 2,065,448 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,065,448 3,403,948 5,469,396 Net identifiable assets acquired 6,116,017 (2,592,948 ) 3,523,069 Goodwill 15,051,769 Total consideration transferred $ — $ — $ 18,574,838 In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification® (“ASC”) Topic 310, “Receivables”, this agreement is classified as a note receivable and carried at their net realizable value net of allowance of credit losses when management determines that it is probable a loss has been incurred. Notes receivable are charged off against the allowance for credit losses when management determines that the notes receivable are uncollectible and the Company ceases collection efforts. The Company recognizes a portion of the note as interest income in the accompanying consolidated financial statements. The note receivable for $1,387,763 acquired during the first closing of Veneto on October 3, 2018 was to be automatically converted per the purchase agreement into 6% ownership of a third-party company. Due to the ongoing litigation with Veneto, management has not been able to obtain evidence that this note was converted into 6% ownership of the third-party company. In July 2019, Management reviewed all aspects of this transactions and concluded that it has no reason to believe that this amount will be recovered, as such they deem the note receivable of $1,387,763 to be fully impaired. The significant intangible assets identified in the purchase price allocation discussed above include developed software and technology, referral base (recurring revenue from the MSO investments and their use of Company owned pharmacies) and non-compete agreements with continued employment of key employees. Tradenames and trademarks were not valued as tradenames and trademarks will not be maintained going forward. To value the developed software and technology, the Company utilized the relief from royalty method, a form of the income approach to value the developed software and technology which assumes a limited technology life and market share adjusted by assumed obsolescence with a terminal value. The referral base was valued using a multi-period excess earnings method, a form of the income approach. The Company utilized the with and without method, a form of the income approach to value non-compete agreements with Generex. The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets are as follows: Preliminary Average Developed Software/Technology $ 131,000 5 Referral Base — 15 Non-compete agreements 680,000 3 $ 811,000 Intangible assets are generally amortized on a straight-line basis over the useful lives of the assets. Goodwill initially represented the excess of the purchase price over the fair market value of net assets acquired. Goodwill for Veneto Acquisition was $8.9 million as of the date of the First Closing and $16.3 million as of the date of the Second Closing. Based on the Amended Agreement (the “ Amendment As of July 31, 2020, Company recorded an impairment goodwill in the amount of $3,808,231 leaving a fair value of goodwill for Veneto of $11,243,537 (see Note 2 – Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles). Regentys and Olaregen: On January 7, 2019, the Company closed two separate Acquisition Agreements pursuant to which the Company acquired a 51% interest in both Regentys Corporation (“Regentys”) and Olaregen Therapeutix Inc. (“Olaregen”). The Company accounted for the acquisitions of both Regentys and Olaregen as business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. Regentys: On November 28, 2018, Generex and Regentys entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of $15,000,000. On January 7, 2019 the Company completed a definitive Stock Purchase Agreement and related documents effecting the transactions contemplated by the LOI. Pursuant to a Stock Purchase Agreement between the Company and Regentys (the “Purchase Agreement”) the Company acquired 12,048,161 newly issued shares of the Regentys common stock representing 51% percent of the issued and outstanding capital stock of Regentys (“Regentys Shares”). In addition to $400,000 paid to Regentys upon signing of the LOI, the purchase price for the Regentys Shares will consist of the following cash payments, with the proceeds intended to be used for specific purposes, as noted: • $3,450,000 to initiate pre-clinical activities on or before January 15, 2019. As of the date this report was filed, the Company has paid $650,000 and the remaining balance of $2,800,000 is payable on or before November 30, 2019 per extension in amended agreement. • $2,000,000 to initiate patient recruitment activities on or before May 1, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $2,000,000 is payable on or before November 30, 2019 per extension in amended agreement. • $3,000,000 to initiate a first-in-human pilot study on or before September 1, 2019. • $5,000,000 to initiate a human pivotal study on or before February 1, 2020. • $1,150,000 to submit a 510(k) de novo submission to the FDA on or about February 1, 2021. The Company issued its Promissory Note in the amount of $14,600,000 (the “Note’) representing its obligation to pay the above amounts. The Note is secured by a pledge of the Regentys shares pursuant to a Pledge and Security Agreement. In the event that Generex does not make any of the first three payments listed above, at Regentys’ option either: • Generex will forfeit all of the Regentys shares issued with no refund of amounts paid; or • Generex will issue shares of its common stock to Regentys equivalent to 110% of the value of the missing payment, which shares will be registered for resale. In the event Generex does not make either or both of the fourth and fifth payments, its share ownership of Regentys will be proportionately reduced. On March 14, 2019, the Company and Regentys amended the Stock Purchase Agreement and Promissory Note to extend the due date of the remaining balance of the first tranche of Guaranteed Payments amounting to $2,800,000 on or before April 1, 2019. On October 31, 2019, the Company and Regentys signed an extension to extend the due date on or before November 30, 2019. The extensions of the due date have no impact on the existing schedule of future payments or any additional terms within the Note. Regentys has not filed any notice of default as of the date of publication, and Generex continues to provide Regentys with business opportunities continuing the relationship. Fair Value of the Regentys Acquisition The following table summarizes the allocation of the preliminary purchase price as of the Regentys acquisition: Preliminary Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 61,857 $ — $ 61,857 Other current assets 13,138 20,543 33,681 Property and equipment, net 444 — 444 Accounts payable and accrued liabilities (1,181,920 ) (306,951 ) (1,488,871 ) Notes payable (639,009 ) 29,685 (609,324 ) Loans form related parties (16,506 ) (399,999 ) (416,505 ) Deferred tax liability (889,782 ) 30,320 (859,462 ) In-Process research & development 3,510,680 (119,630 ) 3,391,050 Non-Controlling interest, net of proceeds: Note receivable from Generex 14,345,205 (2,791 ) 14,342,414 Redeemable non-controlling interest (4,073,898 ) (4,073,898 ) Non-controlling interest (9,870,762 ) (2,791 ) (9,873,553 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 1,259,447 (351,614 ) 907,833 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receivable from Generex 14,345,205 (2,791 ) 14,342,414 Goodwill $ 13,485,758 $ 348,823 $ 13,834,581 The redeemable non-controlling interest of $4,073,898, representing the Series Stock A, was determined by deducting the total consideration paid of $14,745,205 from the total purchase value totaling $28,689,865 based on a convergence method in an Option Pricing Model using the Regentys capital structure with 12,048,161 newly issued shares of the Regentys common stock representing 51% percent of the issued and outstanding capital stock of Regentys. See Note 7 – Redeemable Non-Controlling Interest. Olaregen: On November 27, 2018, Generex and Olaregen entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Olaregen for a total consideration of twelve million dollars ($12,000,000). As of January 7, 2019, the Company completed a definitive Stock Purchase Agreement (“Purchase Agreement”) and related documents effecting the transactions contemplated by the LOI. The Company acquired 3,282,632 newly issued shares of the Olaregen common stock representing 51% percent of the issued and outstanding capital stock of Olaregen (“Olaregen Shares”). In addition to $400,000 paid to Olaregen upon signing of the LOI, the purchase price for the Olaregen Shares will consist of the following cash payments: • $800,000 on or before January 15, 2019. The Company has paid this installment. • $800,000 on or before January 31, 2019. As of the date this report was filed, the Company has paid $491,500 of this installment and remaining balance of $308,500 is payable on or before November 30, 2019 per extension in amended agreement. • $3,000,000 on or before April 1, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $3,000,000 is payable on or before November 31, 2019 per extension in amended agreement. • $1,000,000 On or before May 31, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $1,000,000 is payable on or before November 30, 2019 per extension in amended agreement. • $6,000,000 on or before September 30, 2019. In addition, during May 2019, Generex pursuant to a Stock Purchase Agreement purchased 592,682 shares of Series A Preferred Stock of Olaregen in exchange for 4,000,000 shares of the Company’s common stock and a $2,000,000 Promissory Note bearing interest at 7% per annum (the “Notes”) originally due and payable on August 1, 2019. As of the date this report was filed, the Company has not yet paid the balance due of this Note. The Company issued its Promissory Note in the amount of $11,600,000 (the “Note’) representing its obligation to pay the above amounts. The Note is secured by a pledge of the Olaregen shares pursuant to a Pledge and Security Agreement. In the event that Generex fails to pay the installment due on November 30, 2019, Generex will forfeit the shares allocated to that installment (1,600,000 Olaregen shares) and Olaregen will be entitled to “claw back” fifty percent (50%) of any and all shares paid for by the prior payments. On March 14, 2019, the Company and Olaregen amended the Stock Purchase Agreement and Promissory Note to extend the due date of the remaining balance of the second tranche of Guaranteed Payments amounting to $600,000 on or before April 1, 2019. The Company remitted additional payments of $200,000 on April 30, 2019 and $38,500 on May 17, 2019. On May 22, 2019, the Company and Olaregen amended the agreement to extend the due date of the remaining balance of the second tranche of Guaranteed Payments amounting to $361,500, the full balance of the third tranche amounting to $3,000,000 and the full balance of the fourth tranche amounting to $1,000,000 (total of $4,361,500) on or before June 30, 2019. The extensions of the due date had no impact on the existing schedule of future payments or any additional terms within the Note. Fair Value of the Olaregen Acquisition The following table summarizes the allocation of the preliminary purchase price as of the Olaregen acquisition: Preliminary Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 608,419 $ (400,000 ) $ 208,419 Prepaid expenses 20,488 — 20,488 Inventory 408,501 — 408,501 Other current assets 37,950 — 37,950 Accounts payable (216,670 ) — (216,670 ) Accrued liabilities (216,694 ) — (216,694 ) Deferred tax liability (1,040,173 ) 397,513 (642,660 ) In-Process research & development 3,980,000 (1,521,000 ) 2,459,000 Non-compete agreements 790,000 (260,000 ) 530,000 Non-Controlling interest, net of proceeds: Note receivable from Generex 11,472,663 — 11,472,663 Non-controlling interest (11,999,559 ) — (11,999,559 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 3,844,925 (1,383,485 ) 2,461,440 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receivable from Generex 11,472,663 — 11,472,664 Goodwill $ 8,027,738 $ 1,383,485 $ 9,411,224 The components of the acquired intangible assets were as follows: Preliminary Average Estimated Life In-process research and development $ 3,980,000 — Non-compete agreement 790,000 3 $ 4,770,000 Subsequent to the original acquisition of Olaregen, the Company entered into a Share Exchange Agreement on August 16, 2019 to purchase an additional 900,000 shares in Olaregen Therapeutix Inc. from Olaregen Therapeutix LLC representing increasing Generex’s ownership from approximately 62% to 76%. Furthermore, 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. After this transaction, Generex owns 100% of the outstanding shares of Olaregen. MediSource and Pantheon: On August 1, 2019, the Company, through its wholly owned subsidiary NDS, closed on Asset Purchase Agreements as amended on October 10, 2019 (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. • Both MediSource and Pantheon agreed to waive the 1.4:1 stock split. • 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 (the “Travis Bird Consulting Agreement”). As compensation, Mr. Bird was to receive Generex common stock with a value of $250,000, as well as monthly payments equaling $97,222. The monthly payments were to be paid from any available cash from the operations of Pantheon and MediSource. Any remaining balance of such monthly payments was to consist of common stock. The agreement specified the shares are to be freely tradeable. In addition, Mr. Bird agreed 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. Travis Bird terminated the Travis Bird Consulting Agreement on July 20, 2020 and he is no longer entitled to further commissions from future net sales. For the year ended July 31, 2020, Travis earned $1,404,915 under this agreement and has been paid $773,366, leaving a balance of $631,549. MediSource & Pantheon Contingent Consideration and Earn-out Payments Pantheon • Generex and NDS will pay up to up to Five Hundred Thousand Dollars ($500,000.00) worth of GNBT Stock at a 15% discount during each of the following three (3) years provide Panthen achieved amounts above and beyond each annual EBIDTA target, plus additional amounts of GNBT Stock for achieving additional EBIDTA targets above the initial thresholds. • For the annual period between August 1, 2019 and July 31, 2020, the initial threshold of $1,000,000 EBIDTA (a $500,000 increase) the Company would provide an earn out bonus of $500,000 of GNBT Stock at 15% discount, plus for every $100,000 of EBITDA over $1,000,000 achieved, $50,000 of GNBT Stock at 15% discount. • For the annual period between August 1, 2020 and July 31, 2021, if the EBIDTA target of $1,500,000 EBIDTA, the Company would provide an earn out bonus of $500,000 of GNBT Stock at 15% discount, plus for every $100,000 of EBITDA over $1,500,000 achieved, $50,000 of GNBT Stock at 15% discount. • For the annual period between August 1, 2020 and July 31, 2021, if the EBIDTA target of $2,000,000 EBIDTA, the Company would provide an earn out bonus of $500,000 of GNBT Stock at 15% discount, plus for every $100,000 of EBITDA over $2,000,000 achieved, $50,000 of GNBT Stock at 15% discount. • As of July 31, 2020, no earn-out was achieved. MediSource • 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. (the “MediSource Earn-out”) As of July 31, 2020, no earn-out was achieved and nor anticipated for the remainder of the earn-out period. • As of July 31, 2020, no earn-out was achieved. Travis Bird Consulting Agreement • In the event the EBITDA targets are met for one or both MediSource and Pantheon, Travis Bird was entitled to receive sales commissions equal to 15% of net sales during the first year following closing, and 10% of net sales during the second year pursuant to the “Travis Bird Consulting Agreement” described below As of July 31, 2020, no earn-out was achieved by Travis Bird and the Travis Bird Consulting Agreement was terminated effective July 20, 2020 and Travis Bird is no longer entitled to further commissions from future net sales. • As of July 31, 2020, no earn-out was achieved. 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. The initial fair value of contingent consideration derived from the earn out payments was originally estimated at the date of acquisition of MediSource and Pantheon to be $409,790 and $354,292, respectfully, recorded as a current liability. During fiscal year ending July 31, 2020, the Company adjusted the contingent consideration to 473,949 and 409,763, respectively, with such changes recognized in income from operations. Changes in fair values reflect new information about the probability and timing of meeting the conditions of the gross revenue target. Due to the termination of the Travis Bird Consulting Agreement, the earn out payments will not be achieved. Therefore, the liability for the contingent consideration was relieved. As of July 31, 2020, the fair value of the contingent consideration for MediSource and Pantheon was $0. 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 During fiscal year ending July 31, 2020, we identified indicators of impairment related to the Company’s acquisition of MediSource and Pantheon on August 1, 2019 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 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 |
Warrants
Warrants | 12 Months Ended |
Jul. 31, 2020 | |
Warrants Abstract | |
Warrants | Note 15 - Warrants A summary of the Company’s warrant activities is as follows: Number of Warrants Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding - July 31, 2018 — $ — — $ — Issued 21,559,553 1.81 0.40 $ 4,500,000 Outstanding - July 31, 2019 21,559,553 $ 1.81 0.40 $ 4,500,000 Issued 88,000 2.50 2.29 — Forfeited (80,000 ) 2.50 — — Expired (21,000,000 ) 1.79 0.01 — Outstanding – July 31, 2020 567,553 $ 2.50 2.20 $ — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 16 - Stock-Based Compensation Stock Option Plans The Company has two stockholder-approved stock incentive plans under which shares and options exercisable, with a range of vesting between 0 and 48 months, for shares of common stock have been or may be granted to employees, directors, consultants and advisors. All remaining options under the 2006 Stock Plan have expired and no shares of common stock are reserved for issuance under the 2006 Stock Plan as amended (the 2006 Plan) and a total of 240,000,000 shares of common stock reserved for issuance under the 2017 Stock Option Plan (the 2017 Plan). As of July 31, 2020, there were 0 and 231,152,975 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. 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. 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 Aggregate Intrinsic Value Outstanding - July 31, 2018 261,178 $ 1.70 0.22 $ 18,107 Granted 10,898,925 $ 0.69 7.71 $ 20,821,821 Forfeited or expired (3,043,608 ) $ (0.44 ) 8.35 Outstanding - July 31, 2019 8,116,495 $ 0.85 7.22 $ 16,306,351 Granted 1,404,200 $ 1.49 4.17 Forfeited or expired (673,670 ) $ 1.51 5.45 Outstanding – July 31, 2020 8,847,025 $ 0.90 5.96 $ 508,932 The intrinsic value is calculated as the difference between the exercise price and the market value of the shares on July 31, 2020. The market value was $0.51 based on the closing bid price for July 31, 2020. A summary of the status of the Company’s non-vested stock options the year then ended July 31, 2020 and 2019 is as follows: Non-vested Options Options Weighted Average Grant Date Fair Value Non-vested at July 31, 2018 — $ — Granted 10,898,925 0.65 Expired — — Canceled (2,798,600 ) 0.27 Vested (3,378,358 ) 0.75 Non-vested at July 31, 2019 4,721,967 $ 0.83 Granted 1,404,200 1.49 Expired — — Canceled (568,333 ) 0.82 Vested (1,475,067 ) 0.83 Non-vested at July 31, 2020 4,082,767 $ 1.06 There were 6,451,453 vested common stock options under the Plans as of July 31, 2020. The compensation expense was $2,069,343 for the year ended July 31, 2020. The Company had $2,760,323 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plans at July 31, 2020 to be recognized over an average of 2.17 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: July 31, 2020 July 31, 2019 Exercise price $1.44 – 1.49 $0.08 – $1.85 Time to expiration 5 years 5 to 10 years Risk-free interest rate 1.51% - 1.59 % 2.03% - 3.15 % Estimated volatility 153.4 % 135.2 - 222.2 % Expected dividend — — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 - Subsequent Events: The Company has evaluated subsequent events occurring after the balance sheet date through the date the audited annual consolidated financial statements were issued and all significant subsequent events have been included in the notes. On August 4, 2020, the Company and three institutional accredited investors (each a “Buyer” and, collectively, the “Buyers”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company sold and issued to the Buyers an aggregate of 5,102,040 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an aggregate price of $2,000,000 (the “Private Placement”). Pursuant to the Securities Purchase Agreement, the Company issued to the Buyers (i) Series A Warrants to purchase 5,102,040 shares of Common Stock in the aggregate (the “Series A Warrants”) with an initial exercise price equal to $0.392 per share (the “Series A/B Exercise Price”), (ii) Series B Warrants to purchase 15,306,122 shares of Common Stock in the aggregate (the “Series B Warrants”) with an initial exercise price equal to the Series A/B Exercise Price; (iii) Series C Warrants to purchase the number of shares of Common Stock equal to Maximum Eligibility Number (as defined therein) (the “Series C Warrants”) at an initial exercise price equal to $0.539 per share; and (iv) Series D Warrants to purchase the number of shares Common Stock equal to the Maximum Eligibility Number (as defined therein) (the “Series D Warrants” and together with the Series A Warrants, the Series B Warrants and the Series C Warrants, the “Warrants” and the Warrants together with the Common Shares and the shares of Common Stock underlying the Warrants, the “Securities”) at an exercise price equal to $0.001 per share, in each case, subject to adjustment and beneficial ownership limitations set forth therein. Subject to the satisfaction or waiver of certain conditions set forth in the Series A Warrants, the Company may force the Buyers to exercise the Series A Warrants in full on the twenty second (22nd) trading day (the “Forced Exercise Date”) after the effectiveness of the Company’s registration statement that registers all of the Common Shares and shares underlying the Warrants. The exercise price set forth in each of the Series A Warrants, the Series B Warrants and Series C Warrants is subject to adjustment on certain trigger dates as provided in each such Warrant. The holders of the Series A Warrants, Series B Warrants and Series C Warrants shall be allowed a cashless exercise if a registration statement registering the Securities is not effective within 180 days following the issuance of such Warrants. On certain trigger dates as set forth in the Series D Warrants, the Series D Warrants will become exercisable into a number of shares of Common Stock that would have been issued on the issuance date and upon exercise of the Series A Warrants and Series B Warrants had the purchase price per share and exercise price of the Series A Warrants and Series B Warrants been equal to the applicable reset price as set forth in the Series D Warrant. The Company received gross proceeds from the Private Placement of $2.0 million initially, before deducting transaction costs, fees and expenses payable by the Company. Between September 22, 2020 and October 2, 2020, pursuant to Securities Purchase Agreement, the Buyers exercised warrants to purchase 9,142,973 shares of common stock at an exercise price of $0.001 per share. Between August 7, 2020 and October 13, 2020, the Company converted $838,622 of principal and $48,924 of interest and $247,809 of default penalties into 5,860,255 shares of common stock. On August 11, the Company issued 3,499,415 shares of common stock as payment for $1,459,676 of principal, interest and penalties pursuant to the settlement agreement with Iliad. On August 14, 2020, the Company granted 1,987,160 stock options to buy common stock, at $0.45 per share, to various officers, board members, employees and consultants. On August 25, 2020, Generex Biotechnology Corporation’s wholly owned subsidiary NuGenerex Health LLC, (“NuGenHealth”), entered into a strategic joint venture with Worldwide Digitech, LLC (“WWDT”) by signing an Operating Agreement to form NuGenHealth LLC. Under the agreement profits shall be distributed equally; 50% to NuGenerex Health LLC and 50% to WWDT. WWDT will provide the software powered by the HealthKOS framework and back-end support for the NuGenHealth SaaS system, while NuGenerex Health LLC shall be responsible for the day to day management and oversight of business operations along with operating capital totaling approximately $1,500,000. On September 5, 2020, upon mutual agreement, the Company cancelled 2,121,875 stock options of two officers pursuant to stock option termination agreements. These options were surrendered, and no consideration was given in exchange for terminating these options. On September 11, 2020, the Company granted 4,235,050 stock options to buy common stock, at $0.31 per share, to various officers, board members, employees and consultants. On September 18, 2020, a judgement was entered in favor of AEXG in the amount of $319,009, plus prejudgment interest in the sum of $65,762, for a total of $384,771. The Company continues to vigorously defend this matter. On September 24, 2020, NuGen Health, LLC, a subsidiary of Generex Biotechnology Corporation, signed a services agreement with Paradise Valley Family Medicine, P.C. an Arizona professional corporation (“PVFM”) to provide a software and services solution for patient engagement, Remote Patient Monitoring (RPM) and Chronic Care Management (CCM) services that are recommended and reimbursed by the Centers of Medicare and Medicaid Services (CMS). Under the terms of the Agreement, NuGenerex Health will implement the company’s software system and connected metabolic monitoring devices, and will provide RPM and CCM services to Medicare patients with chronic medical conditions who are under the care of PVFM physicians. PVFM will bill CMS for the RPM and CCM services, and will pay software and service fees to NuGenerex Health. On September 23, 2020, the Company issued 51,130 shares of common stock, valued at $0.20 per share, to a third party for equity research and media services. On October 5, 2020, the Company and its parent Generex Biotechnology Corporation, (collectively “Generex”) entered into a Distribution and Licensing Agreement with Bintai Healthcare SDN BHD, a subsidiary of Bintai Kinden Corporation Berhad of Malaysia (“Bintai”) for the exclusive rights to distribute, sell, develop and commercialize the Generex Ii-Key-SARS-CoV-2 coronavirus vaccine (the “Vaccine”) in Malaysia and South East Asia countries, with right of first refusal to commercialize the Vaccine within New Zealand, Australia and the Global Halal markets (the “Territory”). The agreement, among other things, consists of Bintai providing 100% funding for U.S. clinical development, manufacturing and commercial registration of the Vaccine for the Territory. On October 23, 2020, the Company issued 30,000 shares of common stock pursuant to notes payable agreements from April and May 2020. Between September 24, 2020 and October 19, 2020, the Company exercised put options pursuant to an Equity Purchase Agreement with an investor for an aggregate of 2,100,000 shares of Generex common stock for $356,710 of net proceeds. On October 30, 2020, Generex Biotechnology Corporation and its majority owned subsidiary NuGenerex Immuno-Oncology, Inc., (collectively “Generex”) signed a Framework Agreement on Cooperative Development of Coronavirus Peptide Vaccine with Beijing Youfeng International Consulting Co., Ltd, Chinese Centre for Disease Control and Prevention National Institute for Viral Disease Control and Prevention (NIVDC) and Beijing Guoxin Haixiang Equity Investment Partnership (Limited Partnership) (collectively referred to as “China Partners”) to jointly develop and industrialize the Generex Ii-Key-SARS-CoV-2 coronavirus peptide vaccine (the “Vaccine”) in the People’s Republic of China (“China”). The agreement, among other things, consists of the China Partners providing 100% funding for the clinical development, manufacturing and commercial registration of the Vaccine for China and paying Generex fees that shall be negotiated and agreed upon in subsequent agreements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements include all of the Company’s subsidiaries, including those operating outside the United States and are prepared in accordance with US GAAP. The consolidated financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated. The subsidiaries included in the Company’s consolidated financial statements are: Generex Pharmaceuticals, Inc.; Generex (Bermuda), Inc. (dormant); NGIO; 1097346 Ontario, Inc. (inactive); NuGenerex Diagnostics LLC “NGDx,” formerly known as Hema Diagnostic Systems, LLC; Hema Diagnostics Systems Panama S.A. (dissolved); Rapid Medical Diagnostics Corporation; NuGenerex Distribution Solutions, LLC; Grainland Pharmacy Inc. (inactive); Empire State Pharmacy Inc (inactive); NuGenerex Medical Marketing (inactive); Regentys Corporation (51%); and Olaregen Therapeutix Inc. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair value at the date of acquisition of the assets given, equity instruments issued, or liabilities incurred or assumed. Acquisition related costs are expensed as incurred (except for those costs arising on the issue of equity instruments which are recognized directly in equity). Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the acquisition date. Goodwill is measured as the excess of the acquisition cost and the amount of any non-controlling interest, over the fair value of the identifiable net assets acquired. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers |
Patents | Patents Capitalized patent costs represent legal costs incurred to establish patents and a portion of the acquisition price paid attributed to patents upon the acquisition of NGIO in August 2003 and the acquisition of NGDx in January 2017. When patents reach a mature stage, any associated legal costs are comprised mostly of maintenance fees and costs of national applications and are expensed as incurred. Capitalized patent costs are amortized on a straight-line basis over the remaining life of the patent. As patents are abandoned, the net book value of the patent is written off. |
Revenue Recognition | Revenue Recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s consolidated 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 considering 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). Year Ended July 31, Revenue Source 2020 2019 Product sales $ 2,643,228 $ 105,432 Management services 18,168 370,118 Pharmacy sales — 5,409,644 Laboratory sales — 318,567 Total Revenue $ 2,661,396 $ 6,203,761 Provisions for estimated sales returns and uncollectible accounts are recorded in the period in which the related sales are recognized based on historical and anticipated rates. The Company determines whether it is the principal or agent for its retail pharmacy contract services on a contract by contract basis. In the majority of its contracts, the Company has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) having latitude in changing the product or performing part of the service, (iii) having discretion in supplier selection, (iv) having involvement in the determination of product or service specifications, and (v) having credit risk. The Company’s obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third-party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Company is contractually required to pay the third-party pharmacies in its retail pharmacy network for products sold, regardless of whether the Company is paid by its clients. The Company’s responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third-party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate, and approving the prescription for dispensing. Although the Company does not have credit risk with respect to Retail Co-Payments or inventory risk related to retail network claims, management believes that all of the other applicable indicators of gross revenue reporting are present. For contracts under which the Company acts as an agent, revenue is recognized using the net method. |
In-Process Research and Development | In-Process Research and Development The costs of in-process research and development (“IPR&D”), related to the Company’s business combination with NGDx, were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D is not amortized, but is reviewed for impairment at least annually, or when events or changes in the business environment indicate the carrying value may be impaired. The Company also acquired licenses to operate pharmacies which were recorded at cost. They are evaluated annually for possible impairment. Management determined that as of July 31, 2020, the IPR&D and licenses are not impaired. |
Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles | Goodwill, Impairment or Disposal of Long-Lived Assets and Intangibles The Company accounts for follows Financial Accounting Standard Board’s (FASB) Topic 350-10 (“ASC 350-10”), “ Intangibles – Goodwill and Other. The purchase price of acquisitions is allocated to the assets acquired and liabilities assumed based upon their respective fair values and are subject to change during the twelve month period subsequent to the acquisition date. We engage independent third-party valuation firms to assist us in determining the fair values of assets acquired and liabilities assumed at the time of acquisition. Such valuations require us to make significant estimates and assumption, including projections of future events and operating performance. Fair value estimates are derived from established market values of comparable assets, or internal calculations of estimated future net cash flows. Our estimate of future cash flows is based on assumptions and projections we believe to be currently reasonable and supportable. The Company accounts for the impairment or disposal of long-lived assets according to FASB ASC Topic 360, Property, Plant and Equipment The goodwill impairment test consists of a two-step process as follows: Step 1. The Company compares the fair value of each reporting unit to its carrying amount, including the existing goodwill. The fair value of each reporting unit is determined using a discounted cash flow valuation analysis. The carrying amount of each reporting unit is determined by specifically identifying and allocating the assets and liabilities to each reporting unit based on headcount, relative revenues or other methods as deemed appropriate by management. If the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired, and the Company then performs the second step of the impairment test. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is required. Step 2. If further analysis is required, the Company compares the implied fair value of the reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets and its liabilities in a manner similar to a purchase price allocation, to its carrying amount. If the carrying amount of the reporting unit’s goodwill exceeds its fair value, an impairment loss will be recognized in an amount equal to the excess. Empire State Pharmacy and Grainland Pharmacy Acquisitions During fiscal year ending July 31, 2019, we identified indicators of impairment related to the acquisitions of Veneto Acquisition During fiscal year ending July 31, 2020, we identified indicators of impairment related to the Veneto acquisition. We analyzed intangible assets obtained and the current goodwill related to the Veneto acquisition. Due to the prolonged impact of COVID-19 and other recent changes affecting the Veneto business unit, management conducted a reassessment during the 4 th Medisource and Pantheon Acquisitions During fiscal year ending July 31, 2020, we identified indicators of impairment related to the Company’s acquisition of MediSource and Pantheon on August 1, 2019. The Travis Bird Consulting Agreement was terminated on July 20, 2020. As a result of the loss of Travis Bird and his relationships with customers, the forecasted sales and cash flows from MediSource and Pantheon was significantly curtailed resulting in a carrying value in excess of the fair value. As a result of these indicators of impairment, we recorded a total loss on the impairment of intangible assets of $451,173 and $486,780 for the MediSource and Pantheon assets as of July 31, 2020, respectively; and recorded a total loss on the impairment of goodwill of $471,626 and $131,927 for the MediSource and Pantheon assets as of July 31, 2020, respectively. Combined, we recorded total loss on impairment of intangible assets of $937,953 and $287,587 for the fiscal years ending July 31, 2020 and July 31, 2019, respectfully; and total loss on impairment of goodwill of $4,411,784 and $0 for the fiscal years ending July 31, 2020 and July 31, 2019, respectfully. Impairment of Long-lived assets for the year ending July 31, 2019 Grainland Pharmacy Empire State Pharmacy Total Intangible assets $ 99,519 $ 188,068 $ 287,587 Goodwill — — — Total impairment of intangible assets $ 99,519 $ 188,068 $ 287,587 Impairment of Long-lived Assets for the year ending July 31, 2020 Veneto MediSource Pantheon Total Tradenames $ — $ 47,600 $ 55,400 $ 103,000 Intellectual Property — — 41,500 41,500 Customer Base — 346,800 274,600 621,400 Non-Compete Agreements — 124,600 232,100 356,700 Less: Amortization — (67,827 ) (116,820 ) (184,647 ) Total impairment of intangible assets — 451,173 486,780 937,953 Impairment of goodwill 3,808,231 471,626 131,927 4,411,784 Total impairment of intangible assets and goodwill $ 3,808,231 $ 922,799 $ 618,707 $ 5,349,737 |
Debt Discount | Debt Discount The Company issued certain convertible notes that have certain embedded derivatives and/or required bifurcation. In connection with these features, the Company has recorded a discount to the debt for these features that will be accreted to the face value of the note under the effective interest method over the term of the note. The amount of debt discount incurred during the years ended July 31, 2020 and 2019, was $2,749,107 and $5,100,421, respectively. The Company recognized approximately $4,415,377 and $3,121,569, of related interest expense for the years ended July 31, 2020 and 2019, respectively. |
Derivative Liability | Derivative Liability The Company’s derivative financial instruments are measured at fair value using the Monte Carlo, Black Scholes and multinomial lattice models which takes into account, as of the valuation date, factors including the current exercise price, the expected life of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the instrument. The liability is revalued at each reporting period and changes in fair value are recognized in the consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities.” |
Research and Development Costs | Research and Development Costs Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs, including payroll costs, and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development tax credit arrangements are offset against current research and development expense. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method prescribed by FASB ASC Topic 740. These standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. |
Inventories | Inventories Inventories, which consist of both raw materials and finished goods, is valued at the lower of cost or net realizable value. Inventory costs are comprised primarily of product, labor, freight and duty. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. |
Property and Equipment | Property and Equipment Property, equipment and improvements to leased premises are depreciated using the straight-line method over the estimated useful lives of the assets, or when applicable, the term of the lease, whichever is shorter. Major renewals or replacements that substantially extend the useful life of an asset are capitalized and depreciated. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which are generally as follows: Leasehold improvements The shorter of the expected useful life of the improvement or the lease term Computers and technological assets 3-5 years Machinery and equipment 3-5 years Furniture and fixtures 3-7 years Assets acquired through finance lease arrangements or long-term rental arrangements that transfer substantially all the risks and rewards associated with ownership of the asset to the Company (as lessee) are capitalized. |
Stock-Based Compensation | Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods, which typically conform to the performance period. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. |
Net Loss per Common Share | Net Loss per Common Share Net earnings per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. Diluted earnings per share is calculated using the treasury stock method. |
Comprehensive Loss | Comprehensive Loss Other comprehensive income/(loss), which includes only foreign currency translation adjustments, is shown in the consolidated statements of operations and comprehensive loss and in the consolidated statements of changes in stockholders’ deficiency. |
Foreign Currency Transactions and Translations | Foreign Currency Transactions and Translations The functional and reporting currency of the Company and most of its subsidiaries is the United States Dollar. One subsidiary, Generex Pharmaceuticals, Inc., has a functional currency of the Canadian Dollar. Foreign denominated assets and liabilities of the Company are translated into U.S. dollars at the prevailing exchange rates in effect at the end of the reporting period. Revenue and expense accounts are translated at an average of exchange rates which were in effect during the period. Translation adjustments that arise from translating the foreign subsidiary’s financial statements from its functional currency to the Company’s reporting currency are recorded in the other comprehensive loss component of stockholders’ equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations and comprehensive loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2020 and July 31, 2019: July 31, 2020 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 1,316,757 $ 1,316,757 Total $ — $ — $ 1,316,757 $ 1,316,757 July 31, 2019 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 7,820,282 $ 7,820,282 Total $ — $ — $ 7,820,282 $ 7,820,282 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates, including those related to long lived assets (including patents) impairment valuations, derivatives and contingencies and litigation, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting estimates are reviewed and discussed with the Board of Directors. The Company considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made, if changes in the estimate or if different estimates that could have been selected would have a material impact on our results of operations or financial condition. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest As a result of the acquisition of Regentys, which had redeemable convertible preferred stock on its balance sheet classified as a mezzanine instrument outside of the its equity accounts, such amounts are reclassified as redeemable non-controlling interest as the carrying value determined by the purchase price allocation at the time of the acquisition of Regentys. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”, which adds disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. The Company has adopted the standard effective February 1, 2020. This adoption had no material impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s consolidated financial statements and financial statement disclosures. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognized | Year Ended July 31, Revenue Source 2020 2019 Product sales $ 2,643,228 $ 105,432 Management services 18,168 370,118 Pharmacy sales — 5,409,644 Laboratory sales — 318,567 Total Revenue $ 2,661,396 $ 6,203,761 |
Schedule of intangible assets | Impairment of Long-lived assets for the year ending July 31, 2019 Grainland Pharmacy Empire State Pharmacy Total Intangible assets $ 99,519 $ 188,068 $ 287,587 Goodwill — — — Total impairment of intangible assets $ 99,519 $ 188,068 $ 287,587 Impairment of Long-lived Assets for the year ending July 31, 2020 Veneto MediSource Pantheon Total Tradenames $ — $ 47,600 $ 55,400 $ 103,000 Intellectual Property — — 41,500 41,500 Customer Base — 346,800 274,600 621,400 Non-Compete Agreements — 124,600 232,100 356,700 Less: Amortization — (67,827 ) (116,820 ) (184,647 ) Total impairment of intangible assets — 451,173 486,780 937,953 Impairment of goodwill 3,808,231 471,626 131,927 4,411,784 Total impairment of intangible assets and goodwill $ 3,808,231 $ 922,799 $ 618,707 $ 5,349,737 |
Schedule of estimated useful lives | Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which are generally as follows: Leasehold improvements The shorter of the expected useful life of the improvement or the lease term Computers and technological assets 3-5 years Machinery and equipment 3-5 years Furniture and fixtures 3-7 years |
Fair Value, Liabilities Measured on Recurring Basis | The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of July 31, 2020 and July 31, 2019: July 31, 2020 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 1,316,757 $ 1,316,757 Total $ — $ — $ 1,316,757 $ 1,316,757 July 31, 2019 Level 1 Level 2 Level 3 Total Derivative liability $ — $ — $ 7,820,282 $ 7,820,282 Total $ — $ — $ 7,820,282 $ 7,820,282 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Maturity of operating lease liabilities for the following fiscal years: 2021 $ 39,879 2022 — 2023 — 2024 — 2025 — Thereafter — Total undiscounted operating lease payments $ 39,879 Less: Imputed interest 1,626 Present value of operating lease liabilities $ 38,253 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following: July 31, July 31, 2020 2019 Computers and technological assets $ 53,314 $ 163,168 Machinery and equipment 329,977 386,929 Furniture and fixtures 18,725 73,227 Leasehold Improvements 16,596 16,596 418,612 639,920 Less accumulated depreciation (204,944 ) (139,927 ) $ 213,668 $ 499,993 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Equity [Abstract] | |
Common Stock Payable | Common Stock Payable Balance as of July 31, 2018 $ 2,168,951 Increase in common stock payable 921,891 Issuance of common stock payable (1,967,654 ) Balance as of July 31, 2019 $ 1,123,188 Increase in common stock payable 9,887,326 Issuance of common stock payable (936,395 ) Change in fair value of common stock payable 5,330 Balance as of July 31, 2020 $ 10,079,449 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following components: July 31, July 31, 2020 2019 Raw materials $ 182,722 $ 77,782 Finished goods 559,534 285,226 Total Inventory $ 742,256 $ 363,008 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Balance of notes payable, net as of July 31, 2018 $ 320,000 Issuances of debt, net of discount 8,329,910 Assumption of debt upon acquisition 3,992,729 Loss on settlement of debt 16,000 Debt discount (4,571,731 ) Amortization of debt discount 3,011,187 Conversions (2,678,091 ) Payments (51,625 ) Balance of notes payable, net as of July 31, 2019 $ 8,368,379 Issuances of debt, net of discount 6,286,715 Issuance of PPP loans 499,473 Settlement of debt (1,300,429 ) Additions to debt due to default 527,929 Debt discount (1,590,957 ) Amortization of debt discount 4,415,377 Conversions (5,104,397 ) Payments (935,731 ) Balance of notes payable, net as of July 31, 2020 $ 11,166,359 As of July 31, 2020 2019 Notes payable $ 11,591,479 $ 10,459,952 Less: debt discount (425,302 ) (2,091,573 ) Total debt, net of discount 11,166,177 8,368,379 Notes payable, net - noncurrent 499,473 — Notes payable, net - current $ 10,666,704 $ 8,368,379 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Deferred income taxes | Deferred income taxes consist of the following: July 31, 2020 2019 Net operating loss carryforwards $ 67,782,365 $ 64,308,679 Accrued Expenses 2,398,682 1,090,537 Other temporary differences 1,054,768 721,653 Intangible assets 1,793,382 2,173,419 Total Deferred Tax Assets 73,029,197 68,294,288 Valuation Allowance (73,029,197 ) (68,294,288 Total Deferred Tax Liabilities — — Net Deferred Income Taxes $ — $ — |
Reconciliation of effective tax rate | A reconciliation of the United States Federal Statutory rate to the Company’s effective tax rate for the years ended July 31, 2020 and 2019 is as follows: July 31, 2020 2019 Federal statutory rate (21.0 )% (21.0 )% Increase (decrease) in income taxes resulting from: Change in fair value of purchase consideration 3.2 (40.2 ) Expiration of net operating loss carryforward 9.9 Impairment of long-lived assets 3.3 — Other 0.7 2.4 Change in valuation allowance 13.8 48.9 Effective tax rate — % — % |
Net Income Per Share (EPS) (Tab
Net Income Per Share (EPS) (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common shareholders because including them would have been anti-dilutive for the years ended July 31, 2020 and 2019, respectively. Year Ended July 31, July 31, 2020 2019 Stock options 8,847,025 8,116,495 Convertible debt 7,868,870 2,442,310 Warrants 567,553 21,559,553 Total 17,283,448 32,118,358 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at: July 31, July 31, Estimated Useful Lives 2020 2019 In-Process Research & Development $ 6,302,427 $ 8,761,427 Non-compete agreements 3 years 1,210,000 1,210,000 Developed software/technology 5 years 131,000 131,000 Intellectual Property 5 years 2,459,000 — Patents 20 years 51,274 51,274 10,153,701 10,153,701 Less accumulated amortization (788,175 ) (319,432 ) $ 9,365,526 $ 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 2021 $ 923,897 2022 654,189 2023 520,564 2024 500,914 2025 458,202 Thereafter 5,334 Total $ 3,063,099 |
Changes in value of goodwill | Changes in the value of goodwill: Balance as of July 31, 2018 $ — Acquisition of Veneto (revaluation) 15,051,768 Acquisition of Regentys (revaluation) 13,834,581 Acquisition of Olaregen (revaluation) 9,411,224 Balance as of July 31, 2019 $ 38,297,573 Acquisition of MediSource and Pantheon 603,553 Impairment of Veneto (3,808,231 ) Impairment of MediSource and Pantheon (603,553 ) Balance as of July 31, 2020 $ 34,489,342 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jul. 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, 2018 $ — $ — $ — $ — Additions during the period 5,178,241 353,465 6,424,338 11,956,044 Change in fair value 988,267 (28,214 ) (3,085,502 ) (2,125,449 ) Change due to exercise / redemptions (2,010,312 ) — — (2,010,312 ) Balance as of July 31, 2019 4,156,196 325,251 3,338,836 7,820,283 Additions during the period 1,864,239 30,353 — 1,894,592 Change in fair value (716,143 ) 255,197 5,061,164 4,600,218 Change due to exercise / redemptions (4,561,901 ) (36,435 ) — (4,598,336 ) Expiration of downside protection — — (8,400,000 ) (8,400,000 ) Balance as of July 31, 2020 $ 742,391 $ 574,366 $ — $ 1,316,757 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Net purchase price of NGDx | The net purchase price of NGDx was determined to be as follows: Stock Price at Closing Shares Fair Value Purchase price: Common Stock at closing $ 0.23 1,117,011 $ 253,721 Common Stock after closing $ 0.23 420 95 Common Stock post reverse stock split $ 0.23 4,830,000 1,097,100 Total purchase price 5,947,431 $ 1,350,916 |
Fair Value Assumptions Used in Accounting for Warrants | The key inputs used in the fair value calculations were as follows: December 1, Exercise price 1.78 Time to expiration 3.14 years Risk-free interest rate 3.01 % Estimated volatility 138.61 % Dividend — Stock price at valuation date $ 0.64 |
Fair Value Assumptions Used in Accounting for Call Options | The following assumptions were used in estimating the value of the Call Option: December 1, Risk-free interest rate 2.52 % Estimated volatility 164.43 % Remaining Term 1.13 years Stock price at valuation date $ 0.64 |
Veneto Holdings, L.L.C. | |
Summary of Acquisition | The following table summarizes the allocation of the preliminary purchase price as of the Veneto acquisition as of the First Closing and the Second Closing: “First Closing” completed on “Second Closing” completed on Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,935,078 — 1,935,078 Inventory, net 1,068,856 — 1,068,856 Prepaid expenses 95,804 — 95,804 Property and equipment, net 652,590 — 652,590 Other receivables 1,014,316 — 1,014,316 Notes receivable - LT 1,387,763 — 1,387,763 Other assets, net 25,745 — 25,745 Intangible assets, net 35,603 7,110,000 7,145,603 Total assets acquired 8,625,905 7,110,000 15,735,905 Total current liabilities 2,509,887 — 2,509,887 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,509,887 3,403,948 5,913,835 Net identifiable assets acquired 6,116,018 3,706,052 9,822,070 Goodwill 8,883,982 16,293,948 25,177,930 Total consideration transferred $ 15,000,000 $ 20,000,000 $ 35,000,000 The following table summarizes the allocation of the revalued purchase price as of the Veneto acquisition as of the First Closing and the Second Closing during the year ending July 31, 2019: “First Closing” completed on “Second Closing” completed on Total Cash and cash equivalents $ 2,410,150 $ — $ 2,410,150 Accounts receivable, net 1,430,638 — 1,490,638 Inventory, net 1,068,856 — 1,068,856 Prepaid expenses 95,804 — 95,804 Property and equipment, net 652,590 — 652,590 Other receivables 1,014,316 — 1,014,316 Notes receivable - LT 1,387,763 — 1,387,763 Other assets, net 25,745 — 25,745 Intangible assets, net 35,603 811,000 846,603 Total assets acquired 8,181,465 811,000 8,992,465 Total current liabilities 2,065,448 — 2,065,448 Notes payable — 3,403,948 3,403,948 Total liabilities assumed 2,065,448 3,403,948 5,469,396 Net identifiable assets acquired 6,116,017 (2,592,948 ) 3,523,069 Goodwill 15,051,769 Total consideration transferred $ — $ — $ 18,574,838 |
Estimated amortization expense | The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets are as follows: Preliminary Average Developed Software/Technology $ 131,000 5 Referral Base — 15 Non-compete agreements 680,000 3 $ 811,000 |
Regentys | |
Summary of Acquisition | The following table summarizes the allocation of the preliminary purchase price as of the Regentys acquisition: Preliminary Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 61,857 $ — $ 61,857 Other current assets 13,138 20,543 33,681 Property and equipment, net 444 — 444 Accounts payable and accrued liabilities (1,181,920 ) (306,951 ) (1,488,871 ) Notes payable (639,009 ) 29,685 (609,324 ) Loans form related parties (16,506 ) (399,999 ) (416,505 ) Deferred tax liability (889,782 ) 30,320 (859,462 ) In-Process research & development 3,510,680 (119,630 ) 3,391,050 Non-Controlling interest, net of proceeds: Note receivable from Generex 14,345,205 (2,791 ) 14,342,414 Redeemable non-controlling interest (4,073,898 ) (4,073,898 ) Non-controlling interest (9,870,762 ) (2,791 ) (9,873,553 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 1,259,447 (351,614 ) 907,833 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receivable from Generex 14,345,205 (2,791 ) 14,342,414 Goodwill $ 13,485,758 $ 348,823 $ 13,834,581 |
Olaregen | |
Summary of Acquisition | The following table summarizes the allocation of the preliminary purchase price as of the Olaregen acquisition: Preliminary Allocations as of January 7, 2019 Allocation Adjustments Revised Allocation Cash and cash equivalents $ 608,419 $ (400,000 ) $ 208,419 Prepaid expenses 20,488 — 20,488 Inventory 408,501 — 408,501 Other current assets 37,950 — 37,950 Accounts payable (216,670 ) — (216,670 ) Accrued liabilities (216,694 ) — (216,694 ) Deferred tax liability (1,040,173 ) 397,513 (642,660 ) In-Process research & development 3,980,000 (1,521,000 ) 2,459,000 Non-compete agreements 790,000 (260,000 ) 530,000 Non-Controlling interest, net of proceeds: Note receivable from Generex 11,472,663 — 11,472,663 Non-controlling interest (11,999,559 ) — (11,999,559 ) Cash paid prior to the time of closing — 400,000 400,000 Total Fair Value of Assets Acquired 3,844,925 (1,383,485 ) 2,461,440 Consideration: Cash paid prior to the time of closing 400,000 — 400,000 Note receivable from Generex 11,472,663 — 11,472,664 Goodwill $ 8,027,738 $ 1,383,485 $ 9,411,224 The components of the acquired intangible assets were as follows: Preliminary Average Estimated Life In-process research and development $ 3,980,000 — Non-compete agreement 790,000 3 $ 4,770,000 |
MediSource | |
Summary of 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 |
Pantheon | |
Summary of 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 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 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Jul. 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, 2018 — $ — — $ — Issued 21,559,553 1.81 0.40 $ 4,500,000 Outstanding - July 31, 2019 21,559,553 $ 1.81 0.40 $ 4,500,000 Issued 88,000 2.50 2.29 — Forfeited (80,000 ) 2.50 — — Expired (21,000,000 ) 1.79 0.01 — Outstanding – July 31, 2020 567,553 $ 2.50 2.20 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 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 Aggregate Intrinsic Value Outstanding - July 31, 2018 261,178 $ 1.70 0.22 $ 18,107 Granted 10,898,925 $ 0.69 7.71 $ 20,821,821 Forfeited or expired (3,043,608 ) $ (0.44 ) 8.35 Outstanding - July 31, 2019 8,116,495 $ 0.85 7.22 $ 16,306,351 Granted 1,404,200 $ 1.49 4.17 Forfeited or expired (673,670 ) $ 1.51 5.45 Outstanding – July 31, 2020 8,847,025 $ 0.90 5.96 $ 508,932 |
Non-vested stock options activity | A summary of the status of the Company’s non-vested stock options the year then ended July 31, 2020 and 2019 is as follows: Non-vested Options Options Weighted Average Grant Date Fair Value Non-vested at July 31, 2018 — $ — Granted 10,898,925 0.65 Expired — — Canceled (2,798,600 ) 0.27 Vested (3,378,358 ) 0.75 Non-vested at July 31, 2019 4,721,967 $ 0.83 Granted 1,404,200 1.49 Expired — — Canceled (568,333 ) 0.82 Vested (1,475,067 ) 0.83 Non-vested at July 31, 2020 4,082,767 $ 1.06 |
Fair value assumptions used in Black-Scholes option-pricing | The following assumptions were used in the Black-Scholes option-pricing model: July 31, 2020 July 31, 2019 Exercise price $1.44 – 1.49 $0.08 – $1.85 Time to expiration 5 years 5 to 10 years Risk-free interest rate 1.51% - 1.59 % 2.03% - 3.15 % Estimated volatility 153.4 % 135.2 - 222.2 % Expected dividend — — |
Organization of Business and _2
Organization of Business and Going Concern (Details Narrative) - USD ($) | Jan. 07, 2019 | Jul. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Jan. 18, 2017 |
Accumulated deficit | $ (452,062,905) | $ (418,727,875) | |||
Working capital deficiency | $ (40,100,000) | ||||
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. | ||||
Olaregen | |||||
Majority interest | 77.00% | ||||
Hema Diagnostic Systems, LLC | |||||
Majority interest | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Revenue recognised | $ 2,661,396 | $ 6,203,761 |
Product Sales | ||
Revenue recognised | 2,643,228 | 105,432 |
Management Service | ||
Revenue recognised | 18,168 | 370,118 |
Pharmacy Sales | ||
Revenue recognised | 0 | 5,409,644 |
Laboratory Sales | ||
Revenue recognised | $ 0 | $ 318,567 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Impairment (Details) - USD ($) | 12 Months Ended | ||||
Jul. 31, 2020 | Jul. 31, 2019 | Aug. 02, 2019 | Jan. 07, 2019 | Jul. 31, 2018 | |
Intangible assets | $ 9,365,526 | $ 9,834,269 | |||
Goodwill | 34,489,342 | 38,297,573 | $ 13,485,758 | $ 0 | |
Impairment of intangible assets and goodwill | 4,411,784 | 188,069 | |||
Impairment of goodwill | 937,953 | 99,519 | |||
Tradenames | |||||
Impairement of intangible assets | 103,000 | ||||
Intellectual Property | |||||
Impairement of intangible assets | 41,500 | ||||
Customer Base | |||||
Impairement of intangible assets | 621,400 | ||||
Non-Compete Agreements | |||||
Impairement of intangible assets | 356,700 | ||||
Total | |||||
Impairment of intangible assets and goodwill | 5,349,737 | ||||
Less: Amortization | (184,647) | ||||
Impairement of intangible assets | 937,953 | ||||
Impairment of goodwill | 4,411,784 | ||||
Medisource and Pantheon Acquisitions | |||||
Intangible assets | 287,587 | ||||
Goodwill | 0 | ||||
Impairment of intangible assets and goodwill | 287,587 | ||||
Medisource and Pantheon Acquisitions | Grainland Pharmacy | |||||
Intangible assets | 99,519 | ||||
Goodwill | 0 | ||||
Impairment of intangible assets and goodwill | 99,519 | ||||
Medisource and Pantheon Acquisitions | Empire State Pharmacy | |||||
Intangible assets | 188,068 | ||||
Goodwill | 0 | ||||
Impairment of intangible assets and goodwill | $ 188,068 | ||||
Veneto Holdings, L.L.C. | |||||
Impairment of intangible assets and goodwill | 3,808,231 | ||||
Less: Amortization | 0 | ||||
Impairement of intangible assets | 0 | ||||
Impairment of goodwill | 3,808,231 | ||||
Veneto Holdings, L.L.C. | Tradenames | |||||
Impairement of intangible assets | 0 | ||||
Veneto Holdings, L.L.C. | Intellectual Property | |||||
Impairement of intangible assets | 0 | ||||
Veneto Holdings, L.L.C. | Customer Base | |||||
Impairement of intangible assets | 0 | ||||
Veneto Holdings, L.L.C. | Non-Compete Agreements | |||||
Impairement of intangible assets | 0 | ||||
MediSource | |||||
Goodwill | $ 471,626 | ||||
Impairment of intangible assets and goodwill | 922,799 | ||||
Less: Amortization | (67,827) | ||||
Impairement of intangible assets | 451,173 | ||||
Impairment of goodwill | 471,626 | ||||
MediSource | Tradenames | |||||
Impairement of intangible assets | 47,600 | ||||
MediSource | Intellectual Property | |||||
Impairement of intangible assets | 0 | ||||
MediSource | Customer Base | |||||
Impairement of intangible assets | 346,800 | ||||
MediSource | Non-Compete Agreements | |||||
Impairement of intangible assets | 124,600 | ||||
Pantheon | |||||
Goodwill | $ 131,927 | ||||
Impairment of intangible assets and goodwill | 618,707 | ||||
Less: Amortization | (116,820) | ||||
Impairement of intangible assets | 486,780 | ||||
Impairment of goodwill | 131,927 | ||||
Pantheon | Tradenames | |||||
Impairement of intangible assets | 55,400 | ||||
Pantheon | Intellectual Property | |||||
Impairement of intangible assets | 41,500 | ||||
Pantheon | Customer Base | |||||
Impairement of intangible assets | 274,600 | ||||
Pantheon | Non-Compete Agreements | |||||
Impairement of intangible assets | $ 232,100 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies- Useful lives (Details) | 12 Months Ended |
Jul. 31, 2020 | |
Leasehold Improvements [Member] | |
Esimated useful lives | The shorter of the expected useful life of the improvement or the lease term |
Computers and technological assets | |
Esimated useful lives | 3-5 years |
Machinery and Equipment | |
Esimated useful lives | 3-5 years |
Furniture and Fixtures | |
Esimated useful lives | 3-7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair value (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Derivative liability | $ 1,316,757 | $ 7,820,282 |
Total | 1,316,757 | 7,820,282 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability | 1,316,757 | 7,820,282 |
Total | $ 1,316,757 | $ 7,820,282 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Jul. 31, 2019 | Oct. 26, 2018 | |
Asset impairment charge | $ 287,587 | ||
Debt discount | $ 122,000 | ||
Convertible promissory notes | |||
Debt discount | 2,749,107 | $ 5,100,421 | |
Interest expense | 4,415,377 | 3,121,569 | |
MediSource | Goodwill | |||
Asset impairment charge | 471,626 | ||
MediSource | Intangible Assets [Member] | |||
Asset impairment charge | 451,173 | ||
Pantheon | Goodwill | |||
Asset impairment charge | 131,927 | ||
Pantheon | Intangible Assets [Member] | |||
Asset impairment charge | 486,780 | ||
Medisource and Pantheon Acquisitions | Goodwill | |||
Asset impairment charge | 4,411,784 | 0 | |
Medisource and Pantheon Acquisitions | Intangible Assets [Member] | |||
Asset impairment charge | 937,953 | $ 287,587 | |
Veneto Holdings, L.L.C. | |||
Asset impairment charge | 3,808,231 | ||
Empire State Pharmacy | |||
Asset impairment charge | 188,069 | ||
Grainland Pharmacy assets | |||
Asset impairment charge | $ 99,519 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 06, 2020 | Dec. 03, 2019 | Dec. 03, 2018 | Jun. 03, 2020 | Mar. 03, 2020 | Feb. 18, 2020 | Nov. 27, 2019 | Nov. 24, 2019 | Nov. 22, 2019 | May 31, 2019 | Aug. 22, 2017 | Dec. 31, 2011 | Jan. 18, 2017 | Jul. 31, 2020 | Jul. 31, 2019 | May 04, 2020 | Apr. 09, 2020 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 24, 2019 | Jan. 07, 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 | $ 2,000,000 | $ 446,600 | $ 150,000 | $ 50,000 | $ 1,060,000 | $ 1,500,000 | $ 530,000 | $ 682,000 | ||||||||||||||
Liquidated damages | $ 210,000 | |||||||||||||||||||||
Legal fees | 93,304 | |||||||||||||||||||||
Legal cost | $ 12,393 | |||||||||||||||||||||
Purchase price | 550,000 | |||||||||||||||||||||
Debt issuance discount | $ 122,000 | |||||||||||||||||||||
Shares issued for acquisition, value | $ 1,151,952 | |||||||||||||||||||||
Business acquisition, consideration transferred | $ 1,350,916 | |||||||||||||||||||||
Total Fair Value of Assets Acquired | $ 1,259,447 | |||||||||||||||||||||
Research and development | 2,106,364 | 1,748,882 | ||||||||||||||||||||
Interest expenses | 7,103,680 | 7,087,502 | ||||||||||||||||||||
Accrued interest | 3,911,141 | 3,055,945 | ||||||||||||||||||||
Clinical trial agreement | ||||||||||||||||||||||
Research and development | 272,063 | |||||||||||||||||||||
Master Services Agreement | ||||||||||||||||||||||
Cost of agrrement | $ 300,000 | |||||||||||||||||||||
Payment for services | $ 150,000 | |||||||||||||||||||||
Laboratory Services Agreement | ||||||||||||||||||||||
Payment for fees | $ 4,697 | |||||||||||||||||||||
Cost of agrrement | $ 939,478 | |||||||||||||||||||||
Forbearance Agreement. | ||||||||||||||||||||||
Interest expenses | 855,196 | 715,275 | ||||||||||||||||||||
Accrued interest | 3,911,141 | $ 3,055,945 | ||||||||||||||||||||
Olaregen | ||||||||||||||||||||||
Intellectual property acquired | $ 650,000 | |||||||||||||||||||||
Olaregen | Stock Purchase Agreement | ||||||||||||||||||||||
Shares issued for acquisition, shares | 4,250,000 | 4,000,000 | ||||||||||||||||||||
Business acquisition, consideration transferred | $ 11,600,000 | |||||||||||||||||||||
ALTuCELL | ||||||||||||||||||||||
Due from related party | 212,000 | |||||||||||||||||||||
ALTuCELL | Stock Purchase Agreement | ||||||||||||||||||||||
Shares issued for acquisition, shares | 2,240,000 | |||||||||||||||||||||
Shares issued for acquisition, value | $ 4,000,000 | |||||||||||||||||||||
Business acquisition, consideration transferred | 212,000 | |||||||||||||||||||||
Total Fair Value of Assets Acquired | $ 3,500,000 | |||||||||||||||||||||
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 $3.5 million, but only liquidated damages in the amount of $210,000 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. | |||||||||||||||||||||
KSKZ Management, LLC | ||||||||||||||||||||||
Value of damages sought | $ 3,450,000 | |||||||||||||||||||||
Discover Growth Fund, LLC | ||||||||||||||||||||||
Value of damages sought | $ 2,475,000 | |||||||||||||||||||||
Litigation awards for damages | $ 2,200,000 | |||||||||||||||||||||
Iliad Research and Trading | ||||||||||||||||||||||
Shares issued for damages | 3,499,415 | |||||||||||||||||||||
Stock payable | 1,459,676 | |||||||||||||||||||||
Travis Bird Consulting Agreement | ||||||||||||||||||||||
Consulting fees | 1,404,915 | |||||||||||||||||||||
Payment for fees | 773,366 | |||||||||||||||||||||
Accrued consulting fees | $ 631,549 | |||||||||||||||||||||
Damages for Unpaid Invoices | ||||||||||||||||||||||
Value of damages sought | $ 429,000 | |||||||||||||||||||||
Lawsuit filing date | 31-Dec-11 | |||||||||||||||||||||
Name of Plaintiff | Vendor | |||||||||||||||||||||
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 |
Leases (Details)
Leases (Details) | Jul. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 39,879 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted operating lease payments | 39,879 |
Less: Imputed interest | 1,626 |
Present value of operating lease liabilities | $ 38,253 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Jul. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 4 months 20 days |
Weighted-average discount rate | 9.50% |
Operating lease expense | $ 113,319 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 | Jan. 07, 2019 |
Property and equipment | $ 418,612 | $ 639,920 | |
Less accumulated depreciation | (204,944) | (139,927) | |
Property and equipment, net | 213,668 | 499,993 | $ 444 |
Computers and technological assets | |||
Property and equipment | 53,314 | 163,168 | |
Machinery and Equipment | |||
Property and equipment | 329,977 | 386,929 | |
Furniture and Fixtures | |||
Property and equipment | 18,725 | 73,227 | |
Leasehold Improvements [Member] | |||
Property and equipment | $ 16,596 | $ 16,596 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Depreciation expense | $ 177,868 | $ 170,605 |
Disposal of assets | 292,681 | |
General and Administrative | ||
Disposal of assets | 189,364 | |
Veneto Holdings, L.L.C. | ||
Disposal of assets | $ 302,217 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Equity [Abstract] | ||
Balance at beginning | $ 1,123,188 | $ 2,168,951 |
Increase in common stock payable | 9,887,326 | 921,891 |
Issuance of common stock payable | (936,395) | (1,967,654) |
Change in fair value of common stock payable | (5,330) | 0 |
Balance at ending | $ 10,079,449 | $ 1,123,188 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 12, 2019 | Jan. 07, 2019 | Feb. 29, 2020 | Feb. 24, 2020 | Feb. 14, 2020 | Jan. 31, 2020 | Nov. 24, 2019 | Aug. 31, 2019 | Aug. 16, 2019 | May 31, 2019 | Feb. 28, 2019 | Jul. 31, 2020 | Jul. 31, 2019 | Mar. 10, 2020 | Mar. 09, 2020 | Nov. 25, 2019 | Dec. 01, 2018 | Nov. 30, 2018 | Jul. 31, 2018 |
Authorized share capital | 760,000,000 | 400,000,000 | |||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||||||
Common stock, shares issued | 82,251,801 | 78,608,419 | |||||||||||||||||
Common stock, shares outstanding | 82,251,801 | 78,608,419 | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||||||||||
Stock split | 1.4:1 stock split | ||||||||||||||||||
Common stock issued for conversion debt, Shares | 11,914,545 | 2,297,812 | |||||||||||||||||
Common stock issued for conversion debt, Value | $ 350,000 | $ 5,348,847 | $ 18,406,684 | ||||||||||||||||
Shares issued for services, value | 334,400 | ||||||||||||||||||
Shares to be issued | $ 10,079,449 | $ 1,123,188 | $ 2,168,951 | ||||||||||||||||
NGIO | |||||||||||||||||||
Common stock, shares issued | 400,300,000 | ||||||||||||||||||
Common stock, shares outstanding | 400,300,000 | ||||||||||||||||||
Oasis Capital, LLC | |||||||||||||||||||
Shares issued, shares | 40,000,000 | ||||||||||||||||||
Joe Moscato TTEE | |||||||||||||||||||
Cancellation of shares | 20,375,900 | ||||||||||||||||||
B-H Sanford, LLC | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 28,828,953 | ||||||||||||||||||
Moscato | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 7,595,350 | ||||||||||||||||||
Vendors | |||||||||||||||||||
Stock issued for conversion of note payable, Shares | 1,733,924 | ||||||||||||||||||
Stock issued for conversion of note payable, Value | $ 870,554 | ||||||||||||||||||
Shares issued for services, shares | 789,803 | 789,803 | 32,610 | 6,762,000 | |||||||||||||||
Shares issued for services, value | $ 334,400 | $ 334,400 | $ 14,500 | $ 1,097,100 | |||||||||||||||
Shares reserved for future issuance, shares | 30,000 | ||||||||||||||||||
Shares reserved for future issuance, value | $ 69,000 | ||||||||||||||||||
Creditor | |||||||||||||||||||
Stock issued for conversion of note payable, Shares | 373,510 | ||||||||||||||||||
Stock issued for conversion of note payable, Value | $ 852,895 | ||||||||||||||||||
Shares reserved for future issuance, shares | 3,499,415 | 341,790 | |||||||||||||||||
Shares reserved for future issuance, value | $ 1,472,826 | $ 852,891 | |||||||||||||||||
Veneto Downside Protection | |||||||||||||||||||
Shares reserved for future issuance, shares | 16,470,588 | ||||||||||||||||||
Shares reserved for future issuance, value | $ 8,400,000 | ||||||||||||||||||
Creditor 1 | |||||||||||||||||||
Shares reserved for future issuance, shares | 30,000 | ||||||||||||||||||
Shares reserved for future issuance, value | $ 14,500 | ||||||||||||||||||
MediSource | |||||||||||||||||||
Common stock issued for acquisition | 400,000 | ||||||||||||||||||
Pantheon | |||||||||||||||||||
Common stock issued for acquisition | 560,000 | ||||||||||||||||||
Olaregen | |||||||||||||||||||
Equity method investment, shares | 900,000 | ||||||||||||||||||
Ownership percentage | 77.00% | ||||||||||||||||||
Shareholders | |||||||||||||||||||
Shares issued, shares | 5,950,000 | ||||||||||||||||||
Investors | |||||||||||||||||||
Common stock issued for conversion debt, Shares | 343,000 | ||||||||||||||||||
Common stock issued for conversion debt, Value | $ 151,230 | ||||||||||||||||||
Former Stockholders | |||||||||||||||||||
Common stock issued for conversion debt, Value | $ 32,212 | ||||||||||||||||||
Non-controlling interest shareholders | |||||||||||||||||||
Common stock, shares issued | 36,296,849 | ||||||||||||||||||
Common stock, shares outstanding | 36,296,849 | ||||||||||||||||||
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 from Olaregen shareholders. 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 | ||||||||||||||||||
Regentys | |||||||||||||||||||
LOI Terms | Pursuant to the Company’s acquisition of Regentys on January 7, 2019 to acquire a 51% interest, the Company was issued 12,048,161 shares of Regentys common stock. As of July 31, 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. | ||||||||||||||||||
Stock Purchase Agreement | Olaregen | |||||||||||||||||||
Common stock issued for acquisition | 4,250,000 | 4,000,000 | |||||||||||||||||
Notes payable for acquisition | $ 2,000,000 | ||||||||||||||||||
Number of Preferred Stock | 592,683 | ||||||||||||||||||
Oasis Capital Agreement | |||||||||||||||||||
Shares issued, shares | 1,719,901 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Details Narrative) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 | Jan. 07, 2019 |
Notes to Financial Statements | |||
Redeemable Non-Controlling Int | $ 4,073,898 | $ 4,073,898 | $ (4,073,898) |
Inventory (Details)
Inventory (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 182,722 | $ 77,782 |
Finished goods | 559,534 | 285,226 |
Total Inventory | $ 742,256 | $ 363,008 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Jul. 31, 2019 | Jan. 07, 2019 | |
Debt Disclosure [Abstract] | |||
Balance of notes paybale at beginning | $ 8,368,379 | $ 320,000 | |
Issuances of debt, net of discount | 6,286,715 | 8,329,910 | |
Assumption of debt upon acquisition | 3,992,729 | ||
Loss on settlement of debt | (1,300,429) | 16,000 | |
Debt discount | (1,590,957) | (4,571,731) | |
Amortization of debt discount | 4,415,377 | 3,011,187 | |
Conversions | (5,104,397) | (2,678,091) | |
Payments | (935,731) | (51,625) | |
Issuance of PPP loans | 499,473 | ||
Additions to debt due to default | 527,929 | ||
Balance of notes payable at end | 11,166,359 | 8,368,379 | |
Note payable | 11,591,479 | 10,459,952 | |
Less: debt discount | (425,302) | (2,091,573) | |
Total debt, net of discount | 11,166,177 | 8,368,379 | |
Notes payable, net - noncurrent | 499,656 | 0 | |
Notes payable, net - current | $ 10,666,703 | $ 8,368,379 | $ 639,009 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Feb. 10, 2020 | Feb. 19, 2020 | May 31, 2019 | May 22, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 24, 2019 | Jul. 31, 2020 | Jul. 31, 2019 | May 04, 2020 | Apr. 09, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Oct. 26, 2018 | Dec. 28, 2017 |
Note amount | $ 2,000,000 | $ 1,060,000 | $ 1,500,000 | $ 530,000 | $ 446,600 | $ 150,000 | $ 50,000 | $ 682,000 | |||||||||
Purchase price of note | 1,000,000 | 1,425,000 | 505,000 | 400,000 | 145,000 | 550,000 | |||||||||||
Investor fee | 15,000 | ||||||||||||||||
Original issue discount | $ 60,000 | $ 75,000 | $ 25,000 | $ 46,600 | $ 5,000 | $ 147,000 | |||||||||||
Effective interest | 12.00% | 10.00% | 27.50% | 3.00% | |||||||||||||
Interest rate | 7.00% | 10.00% | 10.00% | 10.00% | |||||||||||||
Due date | Aug. 1, 2019 | ||||||||||||||||
Common stock issued in satisfaction notes | 400,000 | ||||||||||||||||
Number of warrants sold | 247,755 | 143,000 | 42,399 | ||||||||||||||
Payment of Promissory Note | $ 8,400,000 | $ 900,000 | $ 320,000 | ||||||||||||||
Common stock issued for conversion debt, Shares | 11,914,545 | 2,297,812 | |||||||||||||||
Common stock issued for conversion debt, Value | $ 350,000 | $ 5,348,847 | $ 18,406,684 | ||||||||||||||
Derivative liability | $ 206,548 | $ 59,985 | |||||||||||||||
Debt discount | $ 122,000 | ||||||||||||||||
Line of credit | $ 3,413,000 | ||||||||||||||||
Two Notes | |||||||||||||||||
Note amount | 2,882,000 | ||||||||||||||||
Lender | |||||||||||||||||
Note amount | $ 772,500 | ||||||||||||||||
Purchase price of note | $ 956,535 | ||||||||||||||||
Effective interest | 22.00% | ||||||||||||||||
Due date | Aug. 29, 2020 | ||||||||||||||||
Accrued interest | $ 184,035 | ||||||||||||||||
Common stock issued for conversion debt, Shares | 3,499,415 | ||||||||||||||||
Common stock issued for conversion debt, Value | $ 1,459,676 | ||||||||||||||||
Securities Purchase Agreements | Three Investors | |||||||||||||||||
Note amount | $ 281,600 | $ 2,222,500 | |||||||||||||||
Purchase price of note | 250,000 | 1,976,745 | |||||||||||||||
Original issue discount | $ 31,600 | 245,755 | |||||||||||||||
Effective interest | 9.50% | ||||||||||||||||
Derivative liability | $ 128,219 | $ 1,052,349 | |||||||||||||||
Securities Purchase Agreements | Investor | |||||||||||||||||
Note amount | $ 305,000 | $ 2,200,000 | |||||||||||||||
Purchase price of note | 270,000 | 2,000,000 | |||||||||||||||
Original issue discount | $ 30,000 | $ 200,000 | |||||||||||||||
Effective interest | 12.00% | 12.00% | |||||||||||||||
Closing cost | $ 5,000 | ||||||||||||||||
Common stock issued for conversion debt, Shares | 35,000 | ||||||||||||||||
Derivative liability | $ 131,703 | $ 111,508 | |||||||||||||||
Securities Purchase Agreements | Four Investors | |||||||||||||||||
Note amount | $ 550,000 | ||||||||||||||||
Purchase price of note | 495,000 | ||||||||||||||||
Original issue discount | 55,000 | ||||||||||||||||
Derivative liability | $ 410,828 | ||||||||||||||||
Regentys | |||||||||||||||||
Note amount | 349,656 | ||||||||||||||||
Payment of Promissory Note | 51,625 | ||||||||||||||||
Accrued interest | 81,635 | ||||||||||||||||
Debt discount | 16,824 | ||||||||||||||||
Principal | |||||||||||||||||
Common stock issued for conversion debt, Value | $ 615,000 |
Income Taxes - Deferred income
Income Taxes - Deferred income taxes (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 67,782,365 | $ 64,308,679 |
Accrued Expenses | 2,398,682 | 1,090,537 |
Other temporary differences | 1,054,768 | 721,653 |
Intangible assets | 1,793,382 | 2,173,419 |
Total Deferred Tax Assets | 73,029,197 | 68,294,288 |
Valuation Allowance | (73,029,197) | (68,294,288) |
Total Deferred Tax Liabilities | 0 | 0 |
Net Deferred Income Taxes | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of effective tax rate (Details) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (21.00%) | (21.00%) |
Increase (decrease) in income taxes resulting from: | ||
Change in fair value of purchase consideration | 3.20% | (40.20%) |
Expiration of net operating loss carryforward | 0.00% | 9.90% |
Impairment of long-lived assets | 3.30% | 0.00% |
Other | 0.70% | 2.40% |
Change in valuation allowance | 13.80% | 48.90% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Pre-tax gain or (loss) arising from domestic operations | $ (34,291,142) | $ (10,680,333) |
Pre-tax (losses) arising from foreign operations | (59,049) | (326,461) |
NOL carryforwards | 215,500,000 | |
Decrease in deferred tax assets | 4,735,000 | 6,581,000 |
Valuation Allowance | (73,029,197) | $ (68,294,288) |
Generex Pharmaceuticals | ||
NOL carryforwards | 34,400,000 | |
NGIO | ||
NOL carryforwards | 35,700,000 | |
Regentys | ||
NOL carryforwards | 5,000,000 | |
Olaregen | ||
NOL carryforwards | 3,900,000 | |
Veneto Holdings, L.L.C. | ||
NOL carryforwards | $ 1,010,000 |
Net Income Per Share (EPS) - Sc
Net Income Per Share (EPS) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Total | 17,283,448 | 32,118,358 |
Stock options | ||
Total | 8,847,025 | 8,116,495 |
Convertible Debt [Member] | ||
Total | 7,868,870 | 2,442,310 |
Warrants | ||
Total | 567,553 | 21,559,553 |
Goodwill and Intangible Assets_
Goodwill and Intangible Assets: Intangible assets (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Intangible assets gross | $ 10,153,701 | $ 10,153,701 |
Less accumulated amortization | (788,175) | (319,432) |
Intangible assets net | 9,365,526 | 9,834,269 |
In Process Research and Development [Member] | ||
Intangible assets gross | 6,302,427 | 8,761,427 |
Noncompete Agreements [Member] | ||
Intangible assets gross | $ 1,210,000 | 1,210,000 |
Estmated useful lives | 3 years | |
Developed Software/Technology [Member] | ||
Intangible assets gross | $ 131,000 | 131,000 |
Estmated useful lives | 5 years | |
Intellectual Property [Member] | ||
Intangible assets gross | $ 2,459,000 | 0 |
Estmated useful lives | 5 years | |
Patents [Member] | ||
Intangible assets gross | $ 51,274 | $ 51,274 |
Estmated useful lives | 20 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets: Estimated amortization expense (Details) | Jul. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 923,897 |
2022 | 654,189 |
2023 | 520,564 |
2024 | 500,914 |
2025 | 458,202 |
Thereafter | 5,334 |
Total | $ 3,063,099 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets: Changes in value of goodwill (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Balance at beginning | $ 38,297,573 | $ 0 |
Imapirement | 653,390 | 255,835 |
Balance at end | 34,489,342 | 38,297,573 |
Goodwill | Veneto Holdings, L.L.C. | ||
Acquisition | 15,051,768 | |
Imapirement | (3,808,231) | |
Goodwill | Regentys | ||
Acquisition | 13,834,581 | |
Goodwill | Olaregen | ||
Acquisition | $ 9,411,224 | |
Goodwill | MediSource and Pantheon | ||
Acquisition | 603,553 | |
Imapirement | $ (603,553) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Amortization expense | $ 653,390 | $ 255,835 |
In-process research and development | 6,302,427 | |
HDS | ||
In-process research and development | 2,911,377 | |
Regentys | ||
In-process research and development | $ 3,391,050 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Derivative liabilities at beginning | $ 7,820,283 | $ 0 |
Additions during the year | 1,894,592 | 11,956,044 |
Change in fair value | 4,600,218 | (2,125,449) |
Change due to exercise / redemptions | (4,598,336) | (2,010,312) |
Expiration of downside protection | (8,400,000) | |
Derivative liabilities at end | 1,316,757 | 7,820,283 |
Derivative Liability Convertible Notes | ||
Derivative liabilities at beginning | 4,156,196 | 0 |
Additions during the year | 1,864,239 | 5,178,241 |
Change in fair value | (716,143) | 988,267 |
Change due to exercise / redemptions | (4,561,901) | (2,010,312) |
Expiration of downside protection | 0 | |
Derivative liabilities at end | 742,391 | 4,156,196 |
Derivative Liability Warrants | ||
Derivative liabilities at beginning | 325,251 | 0 |
Additions during the year | 30,353 | 353,465 |
Change in fair value | 255,197 | (28,214) |
Change due to exercise / redemptions | (36,435) | 0 |
Expiration of downside protection | 0 | |
Derivative liabilities at end | 574,366 | 325,251 |
Derivative Liability Downside Protection | ||
Derivative liabilities at beginning | 3,338,836 | 0 |
Additions during the year | 0 | 6,424,338 |
Change in fair value | 5,061,164 | (3,085,502) |
Change due to exercise / redemptions | 0 | 0 |
Expiration of downside protection | (8,400,000) | |
Derivative liabilities at end | $ 0 | $ 3,338,836 |
Acquisitions - Net purchase pri
Acquisitions - Net purchase price of NGDx (Details) - USD ($) | 6 Months Ended | ||
Jan. 18, 2017 | Jul. 31, 2020 | Jul. 31, 2019 | |
Purchase price: | |||
Shares | 82,251,801 | 78,608,419 | |
At Closing | |||
Purchase price: | |||
Stock Price at Closing | $ 0.23 | ||
Shares | 1,117,011 | ||
Fair Value | $ 253,721 | ||
After Closing | |||
Purchase price: | |||
Stock Price at Closing | $ 0.23 | ||
Shares | 420 | ||
Fair Value | $ 95 | ||
Post Reverse Stock Split | |||
Purchase price: | |||
Stock Price at Closing | $ 0.23 | ||
Shares | 4,830,000 | ||
Fair Value | $ 1,097,100 | ||
Net Purchase Price | |||
Purchase price: | |||
Shares | 5,947,431 | ||
Fair Value | $ 1,350,916 |
Acquisitions - Fair Value Assum
Acquisitions - Fair Value Assumptions Used in Accounting for Warrants (Details) - $ / shares | Dec. 01, 2018 | Jul. 31, 2020 | Jul. 31, 2019 |
Time to expiration | 5 years | ||
Estimated volatility | 153.40% | ||
Dividend | 0.00% | 0.00% | |
Warrant | |||
Exercise price | $ 1.78 | ||
Time to expiration | 3 years 1 month 20 days | ||
Risk-free interest rate | 3.01% | ||
Estimated volatility | 138.61% | ||
Dividend | 0.00% | ||
Stock price at valuation date | $ 0.64 |
Acquisitions - Fair Value Ass_2
Acquisitions - Fair Value Assumptions Used in Accounting for Call Options (Details) - $ / shares | Dec. 01, 2018 | Jul. 31, 2020 |
Estimated volatility | 153.40% | |
Call Option | ||
Risk-free interest rate | 2.52% | |
Estimated volatility | 164.43% | |
Remaining Term | 1 year 1 month 16 days | |
Stock price at valuation date | $ 0.64 |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisition (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 | Jan. 07, 2019 | Nov. 02, 2018 | Oct. 03, 2018 | Jul. 31, 2018 |
Cash and cash equivalents | $ 15,452 | $ 298,485 | $ 61,857 | $ 1,046,365 | ||
Accounts receivable, net | 164,871 | 36,311 | ||||
Inventory, net | 742,256 | 363,008 | ||||
Property and equipment, net | 213,668 | 499,993 | 444 | |||
Other assets, net | 21,421 | 30,621 | ||||
Intangible assets, net | 3,063,099 | |||||
Total current liabilities | 41,371,454 | 28,946,023 | ||||
Notes payable | 10,666,703 | 8,368,379 | 639,009 | |||
Total Fair Value of Assets Acquired | 1,259,447 | |||||
Goodwill | 34,489,342 | $ 38,297,573 | $ 13,485,758 | $ 0 | ||
"Veneto First Closing" | ||||||
Cash and cash equivalents | 2,410,150 | $ 2,410,150 | ||||
Accounts receivable, net | 1,430,638 | 1,935,078 | ||||
Inventory, net | 1,068,856 | 1,068,856 | ||||
Prepaid expenses | 95,804 | 95,804 | ||||
Property and equipment, net | 652,590 | 652,590 | ||||
Other receivables | 1,014,316 | 1,014,316 | ||||
Notes receivable - LT | 1,387,763 | 1,387,763 | ||||
Other assets, net | 25,745 | 25,745 | ||||
Intangible assets, net | 35,603 | 35,603 | ||||
Total assets acquired | 8,181,465 | 8,625,905 | ||||
Total current liabilities | 2,065,448 | 2,509,887 | ||||
Notes payable | ||||||
Total liabilities assumed | 2,065,448 | 2,509,887 | ||||
Total Fair Value of Assets Acquired | 6,116,017 | 6,116,018 | ||||
Goodwill | 8,883,982 | |||||
Total consideration transferred | $ 15,000,000 | |||||
"Veneto Second Closing" | ||||||
Cash and cash equivalents | ||||||
Accounts receivable, net | ||||||
Inventory, net | ||||||
Prepaid expenses | ||||||
Property and equipment, net | ||||||
Other receivables | ||||||
Notes receivable - LT | ||||||
Other assets, net | ||||||
Intangible assets, net | 811,000 | 7,110,000 | ||||
Total assets acquired | 811,000 | 7,110,000 | ||||
Total current liabilities | ||||||
Notes payable | 3,403,948 | 3,403,948 | ||||
Total liabilities assumed | 3,403,948 | 3,403,948 | ||||
Total Fair Value of Assets Acquired | (2,592,948) | 3,706,052 | ||||
Goodwill | 16,293,948 | |||||
Total consideration transferred | $ 20,000,000 | |||||
Total | ||||||
Cash and cash equivalents | 2,410,150 | |||||
Accounts receivable, net | 1,935,078 | |||||
Inventory, net | 1,068,856 | |||||
Prepaid expenses | 95,804 | |||||
Property and equipment, net | 652,590 | |||||
Other receivables | 1,014,316 | |||||
Notes receivable - LT | 1,387,763 | |||||
Other assets, net | 25,745 | |||||
Intangible assets, net | 7,145,603 | |||||
Total assets acquired | 15,735,905 | |||||
Total current liabilities | 2,509,887 | |||||
Notes payable | 3,403,948 | |||||
Total liabilities assumed | 5,913,835 | |||||
Total Fair Value of Assets Acquired | 9,822,070 | |||||
Goodwill | 25,177,930 | |||||
Total consideration transferred | 35,000,000 | |||||
Total | ||||||
Cash and cash equivalents | 2,410,150 | |||||
Accounts receivable, net | 1,490,638 | |||||
Inventory, net | 1,068,856 | |||||
Prepaid expenses | 95,804 | |||||
Property and equipment, net | 652,590 | |||||
Other receivables | 1,014,316 | |||||
Notes receivable - LT | 1,387,763 | |||||
Other assets, net | 25,745 | |||||
Intangible assets, net | 846,603 | |||||
Total assets acquired | 8,992,465 | |||||
Total current liabilities | 2,065,448 | |||||
Notes payable | 3,403,948 | |||||
Total liabilities assumed | 5,469,396 | |||||
Total Fair Value of Assets Acquired | 3,523,069 | |||||
Goodwill | 15,051,769 | |||||
Total consideration transferred | $ 18,574,838 |
Acquisitions - Estimated amorti
Acquisitions - Estimated amortization expenses (Details) - USD ($) | Oct. 03, 2019 | Aug. 02, 2019 | Jul. 31, 2020 |
Developed Software/Technology [Member] | |||
Average Estimated Life | 5 years | ||
Noncompete Agreements [Member] | |||
Average Estimated Life | 3 years | ||
Preliminary Fair Value | |||
Total | $ 811,000 | $ 1,112,600 | |
Preliminary Fair Value | Developed Software/Technology [Member] | |||
Total | $ 131,000 | ||
Average Estimated Life | 5 years | ||
Preliminary Fair Value | Referral Base [Member] | |||
Total | $ 0 | ||
Average Estimated Life | 15 years | ||
Preliminary Fair Value | Noncompete Agreements [Member] | |||
Total | $ 680,000 | $ 356,700 | |
Average Estimated Life | 3 years | 3 years |
Acquisitions - Purchase price a
Acquisitions - Purchase price as of the Regentys acquisition (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Jul. 31, 2018 |
Cash and cash equivalents | $ 15,452 | $ 298,485 | $ 61,857 | $ 1,046,365 | |
Other current assets | 332,268 | 275,731 | 13,138 | ||
Property and equipment, net | 213,668 | 499,993 | 444 | ||
Accounts payable and accrued liabilities | (23,907,718) | (14,684,060) | (1,181,920) | ||
Notes payable | (10,666,703) | (8,368,379) | (639,009) | ||
Loans from related parties | (16,506) | ||||
Deferred tax liability | (889,782) | ||||
In-process research & development | 3,510,680 | ||||
Note receivable from Generex | 14,345,205 | ||||
Redeemable non-controlling interest | 4,073,898 | 4,073,898 | (4,073,898) | ||
Non-controlling interest | 9,497,709 | 16,974,439 | (9,870,762) | ||
Cash paid prior to the time of closing | 0 | ||||
Total Fair Value of Assets Acquired | 1,259,447 | ||||
Cash paid prior to the time of closing | 400,000 | ||||
Note receivable from Generex | 14,345,205 | ||||
Goodwill | $ 34,489,342 | $ 38,297,573 | 13,485,758 | $ 0 | |
Allocation Adjustments | |||||
Cash and cash equivalents | 0 | $ (400,000) | |||
Other current assets | 20,543 | 0 | |||
Property and equipment, net | 0 | ||||
Accounts payable and accrued liabilities | (306,951) | ||||
Notes payable | 29,685 | ||||
Loans from related parties | (399,999) | ||||
Deferred tax liability | 30,320 | 397,513 | |||
In-process research & development | (119,630) | (1,521,000) | |||
Note receivable from Generex | (2,791) | 0 | |||
Non-controlling interest | (2,791) | 0 | |||
Cash paid prior to the time of closing | 400,000 | 400,000 | |||
Total Fair Value of Assets Acquired | (351,614) | (1,383,485) | |||
Cash paid prior to the time of closing | 0 | 0 | |||
Note receivable from Generex | (2,791) | 0 | |||
Goodwill | 348,823 | 1,383,485 | |||
Revised Allocation | |||||
Cash and cash equivalents | 61,857 | 208,419 | |||
Other current assets | 33,681 | 37,950 | |||
Property and equipment, net | 444 | ||||
Accounts payable and accrued liabilities | (1,488,871) | ||||
Notes payable | (609,324) | ||||
Loans from related parties | (416,505) | ||||
Deferred tax liability | (859,462) | (642,660) | |||
In-process research & development | 3,391,050 | 2,459,000 | |||
Note receivable from Generex | 14,342,414 | 11,472,663 | |||
Redeemable non-controlling interest | (4,073,898) | ||||
Non-controlling interest | (9,873,553) | (11,999,559) | |||
Cash paid prior to the time of closing | 400,000 | 400,000 | |||
Total Fair Value of Assets Acquired | 907,833 | 2,461,440 | |||
Cash paid prior to the time of closing | 400,000 | 400,000 | |||
Note receivable from Generex | 14,342,414 | 11,472,664 | |||
Goodwill | $ 13,834,581 | $ 9,411,224 |
Acquisitions - Purchase price_2
Acquisitions - Purchase price as of the Olaregen acquisition (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 | Jan. 07, 2019 | Nov. 27, 2018 | Jul. 31, 2018 |
Cash and cash equivalents | $ 15,452 | $ 298,485 | $ 61,857 | $ 1,046,365 | |
Inventory | 742,256 | 363,008 | |||
Other current assets | 332,268 | 275,731 | 13,138 | ||
Accounts payable | (1,315,817) | (1,315,817) | |||
Deferred tax liability | (889,782) | ||||
In-process research & development | 3,510,680 | ||||
Note receivable from Generex | 14,345,205 | ||||
Non-controlling interest | 9,497,709 | 16,974,439 | (9,870,762) | ||
Cash paid prior to the time of closing | 0 | ||||
Total Fair Value of Assets Acquired | 1,259,447 | ||||
Cash paid prior to the time of closing | 400,000 | ||||
Note receivable from Generex | 14,345,205 | ||||
Goodwill | $ 34,489,342 | $ 38,297,573 | 13,485,758 | $ 0 | |
Preliminary Allocations | |||||
Cash and cash equivalents | $ 608,419 | ||||
Prepaid Expenses | 20,488 | ||||
Inventory | 408,501 | ||||
Other current assets | 37,950 | ||||
Accounts payable | (216,670) | ||||
Accrued liabilities | (216,694) | ||||
Deferred tax liability | (1,040,173) | ||||
In-process research & development | 3,980,000 | ||||
Non-compete agreement | 790,000 | ||||
Note receivable from Generex | 11,472,663 | ||||
Non-controlling interest | (11,999,559) | ||||
Cash paid prior to the time of closing | 0 | ||||
Total Fair Value of Assets Acquired | 3,844,925 | ||||
Cash paid prior to the time of closing | 400,000 | ||||
Note receivable from Generex | 11,472,663 | ||||
Goodwill | 8,027,738 | ||||
Allocation Adjustments | |||||
Cash and cash equivalents | 0 | (400,000) | |||
Prepaid Expenses | 0 | ||||
Inventory | 0 | ||||
Other current assets | 20,543 | 0 | |||
Accounts payable | 0 | ||||
Accrued liabilities | 0 | ||||
Deferred tax liability | 30,320 | 397,513 | |||
In-process research & development | (119,630) | (1,521,000) | |||
Non-compete agreement | (260,000) | ||||
Note receivable from Generex | (2,791) | 0 | |||
Non-controlling interest | (2,791) | 0 | |||
Cash paid prior to the time of closing | 400,000 | 400,000 | |||
Total Fair Value of Assets Acquired | (351,614) | (1,383,485) | |||
Cash paid prior to the time of closing | 0 | 0 | |||
Note receivable from Generex | (2,791) | 0 | |||
Goodwill | 348,823 | 1,383,485 | |||
Revised Allocation | |||||
Cash and cash equivalents | 61,857 | 208,419 | |||
Prepaid Expenses | 20,488 | ||||
Inventory | 408,501 | ||||
Other current assets | 33,681 | 37,950 | |||
Accounts payable | (216,670) | ||||
Accrued liabilities | (216,694) | ||||
Deferred tax liability | (859,462) | (642,660) | |||
In-process research & development | 3,391,050 | 2,459,000 | |||
Non-compete agreement | 530,000 | ||||
Note receivable from Generex | 14,342,414 | 11,472,663 | |||
Non-controlling interest | (9,873,553) | (11,999,559) | |||
Cash paid prior to the time of closing | 400,000 | 400,000 | |||
Total Fair Value of Assets Acquired | 907,833 | 2,461,440 | |||
Cash paid prior to the time of closing | 400,000 | 400,000 | |||
Note receivable from Generex | 14,342,414 | 11,472,664 | |||
Goodwill | $ 13,834,581 | $ 9,411,224 |
Acquisitions - Intangible asset
Acquisitions - Intangible assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 27, 2019 | Jul. 31, 2020 | Nov. 27, 2018 | |
Developed Software/Technology [Member] | |||
Average Estimated Life | 5 years | ||
Noncompete Agreements [Member] | |||
Average Estimated Life | 3 years | ||
Olaregen | |||
Total | $ 4,770,000 | ||
Olaregen | Developed Software/Technology [Member] | |||
Total | 3,980,000 | ||
Olaregen | Noncompete Agreements [Member] | |||
Total | $ 790,000 | ||
Average Estimated Life | 3 years |
Acquisitions - Fair Value of th
Acquisitions - Fair Value of the Medisource Acquisition (Details) - USD ($) | Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2019 | Jan. 07, 2019 | Jul. 31, 2018 |
Cash and cash equivalents | $ 15,452 | $ 298,485 | $ 61,857 | $ 1,046,365 | |
Other current assets | 332,268 | 275,731 | 13,138 | ||
Property and equipment, net | 213,668 | 499,993 | 444 | ||
Accounts payable and accrued liabilities | (23,907,718) | (14,684,060) | (1,181,920) | ||
Total Fair Value of Assets Acquired | 1,259,447 | ||||
Consideration: | |||||
Goodwill | $ 34,489,342 | $ 38,297,573 | $ 13,485,758 | $ 0 | |
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 ($) | Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2019 | Jan. 07, 2019 | Jul. 31, 2018 |
Cash and cash equivalents | $ 15,452 | $ 298,485 | $ 61,857 | $ 1,046,365 | |
Inventory | 742,256 | 363,008 | |||
Medical Equipment, net | 213,668 | 499,993 | 444 | ||
Accounts payable | (1,315,817) | (1,315,817) | |||
Total Fair Value of Assets Acquired | 1,259,447 | ||||
Consideration: | |||||
Goodwill | $ 34,489,342 | $ 38,297,573 | $ 13,485,758 | $ 0 | |
Pantheon | |||||
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 Fair Value of 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 amor_2
Acquisitions - Estimated amortization expense (Details) - USD ($) | Oct. 03, 2019 | Aug. 02, 2019 | Jul. 31, 2020 |
Noncompete Agreements [Member] | |||
Average Estimated Life | 3 years | ||
Preliminary Fair Value | |||
Total | $ 811,000 | $ 1,112,600 | |
Preliminary Fair Value | Customer Base [Member] | |||
Total | $ 274,600 | ||
Average Estimated Life | 10 years | ||
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 | Noncompete Agreements [Member] | |||
Total | $ 680,000 | $ 356,700 | |
Average Estimated Life | 3 years | 3 years |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Nov. 02, 2018 | Oct. 03, 2018 | May 31, 2019 | May 22, 2019 | Feb. 28, 2019 | Nov. 28, 2018 | Nov. 27, 2018 | Jan. 18, 2017 | Jul. 31, 2020 | Jul. 31, 2019 | May 04, 2020 | Apr. 09, 2020 | Dec. 01, 2018 | Oct. 26, 2018 | Jul. 31, 2018 | Dec. 28, 2017 |
Acquisition of interest | 51.00% | |||||||||||||||
Call Option | $ 13,431,706 | |||||||||||||||
Changes in fair value of contingent purchase consideration | $ 15,147,591 | |||||||||||||||
Warrant issued to acquire stock | 15,000,000 | |||||||||||||||
Common stock, price per year | $ 2.50 | $ 2.50 | $ 1.81 | $ 0 | ||||||||||||
Total consideration | $ 1,350,916 | |||||||||||||||
Intangible assets acquired | 2,911,377 | |||||||||||||||
Aggregate purchase price | $ 1 | |||||||||||||||
Promissory Note, Due Date | Aug. 1, 2019 | |||||||||||||||
Promissory Note, interest rate | 12.00% | 10.00% | 27.50% | 3.00% | ||||||||||||
Goodwill impairment | $ 4,411,784 | $ 0 | ||||||||||||||
Business combination description | On November 1, 2018 we consummated the acquisition of the Second Closing Assets, consisting primarily of Veneto’s management services organization business and two additional ancillary services. The aggregate price for the First Closing Assets and the Second Closing Assets was $30,000,000. The Company issued a promissory note in the principal amount of $35,000,000 (the “New Note”) consisting of the $30,000,000 purchase price and a $5,000,000 original issue discount, as the sole consideration payable on the Second Closing Date. In addition, we agreed to assume approximately $3.8 million in outstanding institutional debt of Veneto subsidiaries, but will have use of Veneto cash which would otherwise have been applied to paying down the debt. | |||||||||||||||
Payment of Promissory Note | $ 8,400,000 | $ 900,000 | 320,000 | |||||||||||||
Berkman | ||||||||||||||||
Common stock, price per year | $ 2.50 | |||||||||||||||
Shares exercisable | 15,000,000 | |||||||||||||||
Veneto Holdings, L.L.C. | ||||||||||||||||
Business combination description | The aggregate purchase price for the Assets is $35,000,000 including the Promissory Note. At the Second Closing, the Company will pay the principal of the Promissory Note plus interest to Veneto, (i) $9,000,000 will be paid by the Company into a trust or other fiduciary account acceptable to Veneto to be used exclusively for satisfaction of certain contingent liabilities of Veneto and subsidiaries of Veneto not being acquired by the Company, (ii) $3,000,000 will be paid by the Company into an escrow account to secure potential obligations of Veneto in respect of the Second Closing date working capital and under the indemnification provisions of the Agreement and (iii) the balance will be payable directly to Veneto in cash. | |||||||||||||||
Olaregen | ||||||||||||||||
Business combination description | The Company acquired 3,282,632 newly issued shares of the Olaregen common stock representing 51% percent of the issued and outstanding capital stock of Olaregen (“Olaregen Shares”). | |||||||||||||||
LOI description | On November 27, 2018, Generex and Olaregen entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Olaregen for a total consideration of twelve million dollars ($12,000,000). As of January 7, 2019, the Company completed a definitive Stock Purchase Agreement (“Purchase Agreement”) and related documents effecting the transactions contemplated by the LOI. | |||||||||||||||
Regentys | ||||||||||||||||
Acquisition of interest | 51.00% | |||||||||||||||
Business combination description | Pursuant to a Stock Purchase Agreement between the Company and Regentys (the “Purchase Agreement”) the Company acquired 12,048,161 newly issued shares of the Regentys common stock representing 51% percent of the issued and outstanding capital stock of Regentys (“Regentys Shares”). In addition to $400,000 paid to Regentys upon signing of the LOI, the purchase price for the Regentys Shares will consist of the following cash payments, with the proceeds intended to be used for specific purposes, as noted: • $3,450,000 to initiate pre-clinical activities on or before January 15, 2019. As of the date this report was filed, the Company has paid $650,000 and the remaining balance of $2,800,000 is payable on or before November 30, 2019 per extension in amended agreement. • $2,000,000 to initiate patient recruitment activities on or before May 1, 2019. As of the date this report was filed, the Company has not yet paid this installment and the full balance of $2,000,000 is payable on or before November 30, 2019 per extension in amended agreement. • $3,000,000 to initiate a first-in-human pilot study on or before September 1, 2019. • $5,000,000 to initiate a human pivotal study on or before February 1, 2020. • $1,150,000 to submit a 510(k) de novo submission to the FDA on or about February 1, 2021. The Company issued its Promissory Note in the amount of $14,600,000 (the “Note’) representing its obligation to pay the above amounts. The Note is secured by a pledge of the Regentys shares pursuant to a Pledge and Security Agreement. In the event that Generex does not make any of the first three payments listed above, at Regentys’ option either: • Generex will forfeit all of the Regentys shares issued with no refund of amounts paid; or • Generex will issue shares of its common stock to Regentys equivalent to 110% of the value of the missing payment, which shares will be registered for resale. | |||||||||||||||
LOI description | On November 28, 2018, Generex and Regentys entered into a binding letter of intent (“LOI”) contemplating the Company’s acquisition of 51% of the outstanding capital stock of Regentys for a total consideration of $15,000,000. On January 7, 2019 the Company completed a definitive Stock Purchase Agreement and related documents effecting the transactions contemplated by the LOI. | |||||||||||||||
Payment of Promissory Note | 51,625 | |||||||||||||||
NGDx Assets | ||||||||||||||||
Additional paid in capital | $ 9,032,435 | |||||||||||||||
Veneto Acquisition | ||||||||||||||||
Goodwill impairment | 11,243,537 | |||||||||||||||
MediSource | ||||||||||||||||
Initial fair value of contingent consideration | 409,790 | |||||||||||||||
Pantheon | ||||||||||||||||
Initial fair value of contingent consideration | $ 354,292 |
Warrants (Details)
Warrants (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Warrants Abstract | ||
Number of Warrants Outstanding at beginning | 21,559,553 | 0 |
Number of Warrants issued | 88,000 | 21,559,553 |
Number of Warrants Forfeited | (80,000) | |
Number of Warrants Expired | (21,000,000) | |
Number of Warrants Outstanding at end | 567,553 | 21,559,553 |
Weighted Average Exercise Price per Share Outstanding at beginning | $ 1.81 | $ 0 |
Weighted Average Exercise Price per Share issued | 2.50 | 1.81 |
Weighted Average Exercise Price per Share Forfeited | $ 2.50 | |
Weighted Average Exercise Price per Share Expired | 1.79 | |
Weighted Average Exercise Price per Share Outstanding at end | $ 2.50 | $ 1.81 |
Weighted Average Remaining Life of Warrants Outstanding (Years) | 2 years 2 months 12 days | 4 months 24 days |
Weighted Average Remaining Life of Warrants issued (Years) | 2 years 3 months 15 days | 4 months 24 days |
Weighted Average Remaining Life of Warrants Forfeited (Years) | 4 days | |
Aggregate Intrinsic Value Warrants Outstanding at beginning | $ 4,500,000 | $ 0 |
Aggregate Intrinsic Value Warrants issued | 0 | 4,500,000 |
Aggregate Intrinsic Value Warrants Outstanding at end | $ 0 | $ 4,500,000 |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common stock options granted, forfeited or expired and exercised (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Jul. 31, 2019 | Jul. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Options Outstanding, Beginning | 8,116,495 | 261,178 | |
Options Granted | 1,404,200 | 10,898,925 | |
Options Forfeited or expired | (673,670) | (3,043,608) | |
Options Outstanding, End | 8,847,025 | 8,116,495 | 261,178 |
Weighted Average Exercise Price per Share, Beginning | $ 0.85 | $ 1.7 | |
Weighted Average Exercise Price per Share, Granted | 1.49 | 0.69 | |
Weighted Average Exercise Price per Share, Forfeited or expired | 1.51 | (0.44) | |
Weighted Average Exercise Price per Share, End | $ 0.9 | $ 0.85 | $ 1.7 |
Weighted Average Remaining Life Options Outstanding (Years) | 5 years 11 months 15 days | 7 years 2 months 19 days | 2 months 19 days |
Weighted Average Remaining Life Options Granted | 4 years 2 months 1 day | 7 years 8 months 16 days | |
Weighted Average Remaining Life Options Forfeited or expired | 5 years 5 months 12 days | 8 years 4 months 6 days | |
Aggregate Intrinsic Value Options, Outstanding Beginning | $ 16,306,351 | $ 18,107 | |
Aggregate Intrinsic Value Options Granted | 20,821,821 | ||
Aggregate Intrinsic Value Options, Outstanding Ending | $ 508,932 | $ 16,306,351 | $ 18,107 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-vested Options (Details) - Non-Vested Options - $ / shares | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Non-vested Options, outstanding Beginning | 4,721,967 | 0 |
Granted | 1,404,200 | 10,898,925 |
Expired | 0 | 0 |
Canceled | (568,333) | (2,798,600) |
Vested | (1,475,067) | (3,378,358) |
Non-vested Options, outstanding Ending | 4,082,767 | 4,721,967 |
Weighted Average Grant Date Fair Value, Beginning | $ 0.83 | $ 0 |
Granted | 1.49 | 0.65 |
Expired | 0 | 0 |
Canceled | 0.82 | 0.27 |
Vested | 0.83 | 0.75 |
Weighted Average Grant Date Fair Value, Ending | $ 1.06 | $ 0.83 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions used in Black-Scholes option-pricing (Details) - $ / shares | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Expected term | 5 years | |
Estimated volatility | 153.40% | |
Expected dividend | 0.00% | 0.00% |
Minimum [Member] | ||
Exercise price | $ 1.44 | $ 0.08 |
Expected term | 5 years | |
Risk-free interest rate | 1.51% | 2.03% |
Estimated volatility | 135.20% | |
Maximum [Member] | ||
Exercise price | $ 1.49 | $ 1.85 |
Expected term | 10 years | |
Risk-free interest rate | 1.59% | 3.15% |
Estimated volatility | 222.20% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Market value | $ 0.51 | |
Compensation expense | $ 2,069,343 | $ 3,006,203 |
Stock Options | ||
Compensation expense | 2,069,343 | |
Unrecognized compensation costs | $ 2,760,323 | |
Unrecognized compensation period | 2 years 2 months 1 day | |
Stock Option Plan 2006 | ||
Common stock reserved for future issuance | 231,152,975 | |
Options vested | 6,451,453 | |
Stock Option Plan 2017 | ||
Common stock reserved for future issuance | 240,000,000 | |
Stock Option Plan 2019 | ||
Common stock reserved for future issuance | 1,680,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 02, 2020 | Aug. 14, 2020 | Aug. 04, 2020 | Dec. 03, 2018 | Oct. 19, 2020 | Sep. 11, 2020 | Aug. 25, 2020 | Oct. 13, 2020 | Oct. 11, 2020 | Sep. 23, 2020 | Sep. 18, 2020 | Oct. 23, 2020 | Jul. 31, 2020 | Jul. 31, 2019 |
Shares issued, value | ||||||||||||||
Debt conversion, shares issued | 11,914,545 | 2,297,812 | ||||||||||||
Litigation awards for damages | $ 315,695 | |||||||||||||
Stock option exercised, value | $ 3,006,203 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Warrants exercised | 9,142,973 | |||||||||||||
Debt conversion, shares issued | 5,860,255 | 3,499,415 | ||||||||||||
Debt conversion, amount | $ 838,622 | $ 1,459,676 | ||||||||||||
Subsequent Event [Member] | Notes Payable Agreements | ||||||||||||||
Shares issued ,shares | 30,000 | |||||||||||||
Subsequent Event [Member] | Equity Purchase Agreement | ||||||||||||||
Stock option exercised | 2,100,000 | |||||||||||||
Stock option exercised, value | $ 356,710 | |||||||||||||
Subsequent Event [Member] | AEXG | ||||||||||||||
Litigation awards for damages | $ 384,771 | |||||||||||||
Subsequent Event [Member] | Series B Warrants | ||||||||||||||
Warrant issued | 15,306,122 | |||||||||||||
Subsequent Event [Member] | Series A Warrants | ||||||||||||||
Warrant issued | 5,102,040 | |||||||||||||
Subsequent Event [Member] | Accredited Investors | ||||||||||||||
Shares issued ,shares | 5,102,040 | |||||||||||||
Shares issued, value | $ 2,000,000 | |||||||||||||
Shares issued price per share | $ 0.001 | |||||||||||||
Proceeds from private placement | $ 2,000,000 | |||||||||||||
Subsequent Event [Member] | Related Parties [Member] | ||||||||||||||
Stock options granted | 1,987,160 | |||||||||||||
Subsequent Event [Member] | WWDT | ||||||||||||||
Proceeds from related party debt | $ 1,500,000 | |||||||||||||
Subsequent Event [Member] | TwoOfficers | ||||||||||||||
Stock options cancelled | 4,235,050 | |||||||||||||
Subsequent Event [Member] | Third Party | ||||||||||||||
Shares issued ,shares | 51,130 | |||||||||||||
Shares issued price per share | $ 0.20 |