Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2021 | Mar. 15, 2021 | |
Document And Entity Information | ||
Entity Registrant Name | GENEREX BIOTECHNOLOGY CORP | |
Entity Central Index Key | 0001059784 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity's Reporting Status Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-25169 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 114,940,165 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 596,032 | $ 15,452 |
Accounts receivable, net | 169,491 | 164,871 |
Inventory, net | 617,881 | 742,256 |
Other current assets | 389,188 | 332,268 |
Total Current Assets | 1,772,592 | 1,254,847 |
Property and equipment | 145,330 | 213,668 |
Goodwill | 34,489,342 | 34,489,342 |
Intangible assets | 8,902,841 | 9,365,526 |
Operating lease right-of-use assets - net | 178,425 | 38,140 |
Other assets | 21,421 | 21,421 |
TOTAL ASSETS | 45,509,951 | 45,382,944 |
Current Liabilities | ||
Accounts payable and accrued expenses | 39,317,453 | 23,907,718 |
Notes payable - current, net of discount | 10,057,281 | 10,666,703 |
Payable to foundation for services | 1,315,817 | 1,315,817 |
Interest payable to foundation | 4,399,565 | 3,911,141 |
Loans from related parties | 29,700 | 29,700 |
Operating lease liabilities - current | 63,475 | 38,253 |
Contract liabilities | 3,000,000 | 0 |
Deferred tax liability | 1,502,122 | 1,502,122 |
Total Current Liabilities | 59,685,413 | 41,371,454 |
Notes payable - noncurrent | 499,473 | 499,656 |
Operating lease liabilities - noncurrent | 115,699 | 0 |
Derivative liability | 31,749,573 | 1,316,757 |
Common stock payable | 8,572,399 | 10,079,449 |
Total Liabilities | 100,622,557 | 53,267,316 |
Redeemable non-controlling interest (Note 10) | 4,073,898 | 4,073,898 |
Stockholders' equity (defiency) | ||
Common stock, $0.001 par value; authorized 750,000,000 shares; 112,572,514 and 82,251,801 issued and outstanding as of January 31, 2021 and July 31, 2020, respectively | 112,572 | 82,251 |
Subscription receivable | (275,324) | 0 |
Additional paid-in capital | 420,021,103 | 429,744,379 |
Accumulated deficit | (488,724,179) | (452,062,905) |
Accumulated other comprehensive income | 766,038 | 780,296 |
Non-controlling interest | 8,913,286 | 9,497,709 |
Total stockholders' deficiency | (59,186,504) | (11,958,270) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 45,509,951 | 45,382,944 |
Series A Cumulative Redeemable Perpetual Preferred Stock, | ||
Stockholders' equity (defiency) | ||
Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share; 1,000,000 authorized and no shares issued and outstanding as of both January 31, 2021 and July 31, 2020 | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2021 | Jul. 31, 2020 |
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 | 112,572,514 | 82,251,801 |
Common stock, shares outstanding | 112,572,514 | 82,251,801 |
Series A Cumulative Redeemable Perpetual Preferred Stock, | ||
Cumulative Preferred Stock, par value | $ 0.001 | $ 0.001 |
Cumulative Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Cumulative Preferred Stock, shares issued | 0 | 0 |
Cumulative Preferred Stock, shares outstanding | 0 | 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 0 | $ 857,427 | $ 88,435 | $ 1,579,088 |
Cost of Goods Sold | 104,984 | 165,659 | 128,317 | 299,277 |
Gross profit | (104,984) | 691,768 | (39,882) | 1,279,811 |
Operating expenses | ||||
Research and development | 1,558,299 | 599,837 | 2,728,307 | 938,571 |
Bad debt expense | 0 | 3,165 | 0 | 14,146 |
General and administrative | 6,913,295 | 4,647,065 | 19,921,467 | 9,434,104 |
Total operating expenses | 8,471,594 | 5,250,067 | 22,649,774 | 10,386,821 |
Operating Loss | (8,576,578) | (4,558,299) | (22,689,656) | (9,107,010) |
Other income (expense): | ||||
Interest expense | (587,489) | (1,431,052) | (1,606,569) | (3,947,165) |
Interest income | 0 | 635 | 0 | 1,087 |
Change in fair value of derivative liability | (15,257,066) | (1,406,569) | (11,237,214) | (3,645,991) |
Change in fair value of common stock payable | (89,006) | 115,054 | 34,224 | 115,054 |
Other income, net | 103,518 | 201 | 103,518 | (8,552) |
Net loss | (24,406,621) | (7,280,030) | (35,395,697) | (16,592,577) |
Net loss attributable to noncontrolling interests | (326,039) | (370,527) | (584,423) | (557,129) |
Net loss available to common stockholders | $ (24,080,582) | $ (6,909,503) | $ (34,811,274) | $ (16,035,448) |
Basic | $ (0.22) | $ (0.11) | $ (0.34) | $ (0.24) |
Diluted | $ (0.22) | $ (0.11) | $ (0.34) | $ (0.24) |
Basic | 110,123,178 | 65,603,002 | 103,504,440 | 67,765,862 |
Diluted | 110,123,178 | 65,603,002 | 103,504,440 | 67,765,862 |
Comprehensive loss | ||||
Net loss | $ (24,080,582) | $ (6,909,503) | $ (34,811,274) | $ (16,035,448) |
Change in foreign currency translation adjustments | (12,056) | (21,731) | (14,258) | (294) |
Comprehensive loss available to common stockholders | $ (24,092,638) | $ (6,931,234) | $ (34,825,532) | $ (16,057,473) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Subscription Receivable [Member] | Additional Paid-In Capital | Accumulated Deficit | Other Comprehensive Income / Loss | Sub Total [Member] | Noncontrolling Interest | Total |
Beginning balance, shares at Jul. 31, 2019 | 78,608,419 | ||||||||
Beginning balance, value at Jul. 31, 2019 | $ 78,608 | $ 408,550,211 | $ (418,727,875) | $ 797,216 | $ (9,301,840) | $ 16,974,439 | $ 7,672,599 | ||
Shares issued for deferred offering, shares | 1,719,901 | ||||||||
Shares issued for deferred offering, value | $ 1,720 | (767,690) | 765,970 | ||||||
Stock compensation expense | 1,236,697 | 1,236,697 | 1,236,697 | ||||||
Shares issued for services, shares | 560,000 | ||||||||
Shares issued for services, value | $ 560 | 243,040 | 243,600 | 243,600 | |||||
Issuance of common stock payable, shares | 436,121 | ||||||||
Issuance of common stock payable, value | $ 436 | 935,959 | 936,395 | 936,395 | |||||
Conversion of debt to equity, shares | 5,006,548 | ||||||||
Conversion of debt to equity, value | $ 5,005 | 2,899,753 | 2,904,758 | 2,904,758 | |||||
Issuance of common stock for acquisitions, shares | 960,000 | ||||||||
Issuance of common stock for acquisitions, value | $ 960 | 1,150,992 | 1,151,952 | 1,151,952 | |||||
Reduction of derivative liabilities | 2,276,078 | 2,276,078 | 2,276,078 | ||||||
Cancellation of shares, shares | (20,375,900) | ||||||||
Cancellation of shares, value | $ (20,376) | 20,376 | |||||||
Purchase of shares in subsidiary, shares | 1,905,912 | ||||||||
Purchase of shares in subsidiary, value | $ 1,906 | 1,985,484 | 1,987,390 | (1,987,390) | |||||
Shares issued as debt issuance cost, shares | 308,000 | ||||||||
Shares issued as debt issuance cost, value | $ 308 | 141,682 | 141,990 | 141,990 | |||||
Currency translation adjustment | (22,025) | (22,025) | (22,025) | ||||||
Net Income (Loss) | (16,035,448) | (16,035,448) | (557,129) | (16,592,577) | |||||
Ending balance, shares at Jan. 31, 2020 | 69,129,001 | ||||||||
Ending balance, vlaue at Jan. 31, 2020 | $ 69,127 | (767,690) | 420,206,242 | (434,763,323) | 775,191 | (14,480,453) | 14,429,920 | (50,533) | |
Beginning balance, shares at Oct. 31, 2019 | 61,225,895 | ||||||||
Beginning balance, value at Oct. 31, 2019 | $ 61,226 | 417,064,612 | (427,853,820) | 796,922 | (9,931,060) | 14,800,447 | 4,869,387 | ||
Shares issued for deferred offering, shares | 1,719,901 | ||||||||
Shares issued for deferred offering, value | $ 1,720 | (767,690) | 765,970 | ||||||
Shares issued for services, shares | 560,000 | ||||||||
Shares issued for services, value | $ 560 | 243,040 | 243,600 | 243,600 | |||||
Issuance of common stock payable, shares | 32,611 | ||||||||
Issuance of common stock payable, value | $ 33 | 14,468 | 14,501 | 14,501 | |||||
Conversion of debt to equity, shares | 3,376,682 | ||||||||
Conversion of debt to equity, value | $ 3,374 | 1,164,546 | 1,167,920 | 1,167,920 | |||||
Issuance of common stock for acquisitions, shares | |||||||||
Issuance of common stock for acquisitions, value | |||||||||
Reduction of derivative liabilities | 364,591 | 364,591 | 364,591 | ||||||
Purchase of shares in subsidiary, shares | 1,905,912 | ||||||||
Purchase of shares in subsidiary, value | $ 1,906 | (1,906) | |||||||
Shares issued as debt issuance cost, shares | 308,000 | ||||||||
Shares issued as debt issuance cost, value | $ 308 | 141,682 | 141,990 | 141,990 | |||||
Currency translation adjustment | (21,731) | (21,731) | (21,731) | ||||||
Net Income (Loss) | (6,909,503) | (6,909,503) | (370,527) | (7,280,030) | |||||
Ending balance, shares at Jan. 31, 2020 | 69,129,001 | ||||||||
Ending balance, vlaue at Jan. 31, 2020 | $ 69,127 | (767,690) | 420,206,242 | (434,763,323) | 775,191 | (14,480,453) | 14,429,920 | (50,533) | |
Beginning balance, shares at Jul. 31, 2020 | 82,251,801 | ||||||||
Beginning balance, value at Jul. 31, 2020 | $ 82,251 | 429,744,379 | (452,062,905) | 780,296 | (21,455,979) | 9,497,709 | (11,958,270) | ||
Stock compensation expense | 1,742,050 | 1,742,050 | 1,742,050 | ||||||
Issuance of common stock as offering costs, shares | 284,900 | ||||||||
Issuance of common stock as offering costs, value | $ 285 | (285) | |||||||
Shares issued for services, shares | 51,130 | ||||||||
Shares issued for services, value | $ 51 | 10,942 | 10,993 | 10,993 | |||||
Issuance of common stock payable, shares | 3,529,415 | ||||||||
Issuance of common stock payable, value | $ 3,529 | 1,469,297 | 1,472,826 | 1,472,826 | |||||
Conversion of debt to equity, shares | 5,860,255 | ||||||||
Conversion of debt to equity, value | $ 5,860 | 1,121,982 | 1,127,842 | 1,127,842 | |||||
Reduction of derivative liabilities | 537,936 | 537,936 | 537,936 | ||||||
Issuance of common stock and warrants with attributed derivative liability from PIPE offering, shares | 5,102,040 | ||||||||
Issuance of common stock and warrants with attributed derivative liability from PIPE offering, value | $ 5,102 | (19,729,318) | (19,724,216) | (19,724,216) | |||||
Deemed dividend related to issuance of warrants containing derivative liabilities | 1,850,000 | (1,850,000) | |||||||
Settlement of derivative liability from exercise of warrants | 1,840,530 | 1,840,530 | 1,840,530 | ||||||
Issuance of common stock, net of fees, shares | 5,600,000 | ||||||||
Issuance of common stock, net of fees, value | $ 5,600 | 1,159,016 | 1,164,616 | 1,164,616 | |||||
Subscription receivable, shares | 750,000 | ||||||||
Subscription receivable, value | $ 750 | (275,324) | 274,574 | ||||||
Exercise of warrants, shares | 9,142,973 | ||||||||
Exercise of warrants, value | $ 9,144 | 9,144 | 9,144 | ||||||
Currency translation adjustment | (14,258) | (14,258) | (14,258) | ||||||
Net Income (Loss) | (34,811,274) | (34,811,274) | (584,423) | (35,395,697) | |||||
Ending balance, shares at Jan. 31, 2021 | 112,572,514 | ||||||||
Ending balance, vlaue at Jan. 31, 2021 | $ 112,572 | (275,324) | 420,021,103 | (488,724,179) | 766,038 | (68,099,790) | 8,913,286 | (59,186,504) | |
Beginning balance, shares at Oct. 31, 2020 | 108,037,614 | ||||||||
Beginning balance, value at Oct. 31, 2020 | $ 108,037 | 418,411,365 | (464,643,597) | 778,094 | (45,346,101) | 9,239,325 | (36,106,776) | ||
Stock compensation expense | 531,043 | 531,043 | 531,043 | ||||||
Issuance of common stock as offering costs, shares | 284,900 | ||||||||
Issuance of common stock as offering costs, value | $ 285 | (285) | |||||||
Issuance of common stock, net of fees, shares | 3,500,000 | ||||||||
Issuance of common stock, net of fees, value | $ 3,500 | 804,406 | 807,906 | 807,906 | |||||
Subscription receivable, shares | 750,000 | ||||||||
Subscription receivable, value | $ 750 | (275,324) | 274,574 | ||||||
Currency translation adjustment | (12,056) | (12,056) | (12,056) | ||||||
Net Income (Loss) | (24,080,582) | (24,080,582) | (326,039) | (24,406,621) | |||||
Ending balance, shares at Jan. 31, 2021 | 112,572,514 | ||||||||
Ending balance, vlaue at Jan. 31, 2021 | $ 112,572 | $ (275,324) | $ 420,021,103 | $ (488,724,179) | $ 766,038 | $ (68,099,790) | $ 8,913,286 | $ (59,186,504) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) Income | $ (35,395,697) | $ (16,592,577) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 523,699 | 407,141 |
Amortization of operating lease right-of-use assets | 36,581 | 45,128 |
Stock compensation expense | 1,742,050 | 1,236,697 |
Shares issued for services | 10,993 | 243,600 |
Loss of disposal of fixed assets | 7,324 | 0 |
Amortization of debt discount | 340,226 | 2,955,576 |
Change in fair value of derivative liabilities - convertible notes | 100,177 | (1,406,799) |
Change in fair value of derivative liabilities - convertible warrants | 11,137,037 | 51,823 |
Change in fair value of derivative liabilities - downside protection | 0 | 5,000,966 |
Bad debt expense | 0 | 10,981 |
Increase in notes payable due to default | 255,080 | 0 |
Change in fair value of common stock payable | (34,224) | (115,054) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (4,620) | (81,320) |
Inventory | 124,375 | (232,015) |
Accounts payable and accrued expenses | 15,445,719 | 4,114,241 |
Interest payable to foundation | 488,424 | 0 |
Contract liabilities | 3,000,000 | 0 |
Operating lease liabilities | (35,945) | (44,338) |
Other current assets | (56,920) | (216,352) |
Other assets | 0 | 2,183 |
Net cash used in operating activities | (2,315,721) | (4,620,119) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 0 | (4,616) |
Cash received in acquisition of a business, net of cash paid | 0 | 49,305 |
Net cash provided by investing activities | 0 | 44,689 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loan proceeds from related party | 0 | 10,000 |
Payment of notes payable | (127,459) | (935,731) |
Proceeds from note payable | 0 | 5,361,975 |
Proceeds from issuance of common stock, net of fees of $20,376 and $0, respectively | 1,164,616 | 109,770 |
Issuance of common stock in a private placement (PIPE), net of fees of $150,000 | 1,850,000 | 0 |
Proceeds from exercise of warrants | 9,144 | 0 |
Net cash provided by financing activities | 2,896,301 | 4,546,014 |
Net increase in cash and cash equivalents | 580,580 | (29,416) |
Cash and cash equivalents, beginning of period | 15,452 | 298,485 |
Cash and cash equivalents, end of period | 596,032 | 269,069 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 50,000 | 25,000 |
Cash paid for taxes | 0 | 0 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Reduction of derivative liabilities | 537,936 | 2,276,078 |
Issuance of shares--common stock payable | 1,472,826 | 921,895 |
Issuance of common stock for conversion of debt | 1,127,842 | 2,904,695 |
Subscription receivable | 0 | 765,970 |
Shares issued as debt issuance cost | 0 | 141,990 |
Discount on derivative liability upon issuance of debt | 0 | 1,574,685 |
Issuance of warrants from PIPE offering | 21,574,216 | 0 |
Elimination of derivative liability from exercise of warrants | $ 1,840,530 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Fees | $ 20,376 | $ 0 |
Organization of Business and Go
Organization of Business and Going Concern | 6 Months Ended |
Jan. 31, 2021 | |
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 January 31, 2021, the active wholly-owned subsidiaries of the Company are Generex Pharmaceuticals, Inc.; 1097346 Ontario, Inc.; Nugenerex Diagnostics, Inc.; Rapid Medical Diagnostics Corporation; GNBTELC, LLC; Olaregen Therapeutix, Inc.; 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 . NuGenerex Immuno-Oncology, Inc.; Regentys Corporation; and NuGenHealth, LLC are majority controlled subsidiaries. Generex is an integrated healthcare holding company with end-to-end solutions for patient centric care from rapid diagnosis through delivery of personalized therapies. In addition to advancing a legacy portfolio of immune-oncology assets, medical devices, and diagnostics, the Company is focused on an acquisition strategy of strategic businesses that complement existing assets and provide immediate sources of revenue and working capital. 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 to formulate Nugenerex Distribution Solutions 2, LLC (“NDS 2”). 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. Since July 20, 2020, the termination of the Travis Brid consulting agreement and the COVID-19 pandemic have curtailed the operations of MediSource and Pantheon and as result, the goodwill and intangibles were fully impaired. On August 25, 2020, Generex Biotechnology Corporation’s wholly owned subsidiary NuGenerex Health LLC, (“NuGenerex Health”), entered into a strategic joint venture with Worldwide Digitech, LLC (“WWDT”) by signing an Operating Agreement to form NuGenHealth LLC (“NuGenHealth”). 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 24, 2020, NuGenHealth, 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). Going Concern The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 $488,724,179 and a working capital deficiency of $57,912,821 on January 31, 2021. 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 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 . As a result of the termination of the Travis Bird Consulting Agreement and the ongoing COVID-19 pandemic, the operations of MediSource and Pantheon have been significantly curtailed resulting in $0 of sales for during the six months ending January 31, 2021 compared to $1,253,763 for the same period in the prior year with no expectation that such sales will resume in the near future. 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 in progress. Manufacturing partners have been identified and contracted for clinical and commercial supply. Completion of the Ii-Key-SARS-CoV-2 peptide vaccine program is being funded through a partnership with international partners, including Bintai Kinden. 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 filing of this document. There are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. The unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition, and business prospects will be materially and adversely affected, and the Company may have to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated. Operating results for the six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2021. The balance sheet on January 31, 2021 does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2020 as filed with the U.S. Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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. 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. 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. 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). Three months ended January 31, Six months ended January 31, Revenue Source 2021 2020 2021 2020 Product sales $ — $ 848,805 $ 88,435 $ 1,562,210 Management services — 8,622 — 16,878 Total revenue $ — $ 857,427 $ 88,435 $ 1,579,088 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. Recently Issued Accounting Standards 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. The Company has not yet adopted this guidance and is determining the impact on its financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2021 | |
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 which has been accrued as of January 31, 2021. 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 and on April 24, 2020, the Court issued an Opinion and Order in the Litigation confirming the portions of the Arbitration Award regarding liquidated damages, pre-judgment interest, legal fees, and costs, but remanding to the Arbitrator for further proceedings the portion of the Arbitration Award relating to “the economic value today of 84,000 warrants convertible to Generex’s stock exercisable at $2.50 per share as of September 24, 2018” (the “Remanded Arbitration”). On September 18, 2020, the Court issued that AEXG recover from Generex the total sum of $384,771, which sum consists of $210,000 in liquidated damages, $93,304 in legal fees, $12,393 in arbitration fees, $3,313 in arbitration expenses, $65,762 in pre-judgment interest, and post-judgment interest at a rate established by 28 U.S.C § 1961 from September 18, 2020, until the judgment is satisfied, this judgement dealt only with the dollar fees portion, leaving still open the value of the warrants (the “Partial Judgement”). The parties settled and agreed to the terms of the Partial Judgment that included a payment schedule to which Generex has paid $200,000 in cash to date with the remaining balance being paid and retired in 30 days. The settlement terms do not apply, settle, or resolve in any manner the Remanded Arbitration or the issues pending therein, including, but not limited to, the economic value of the 84,000 warrants, Generex’s right to contest AEXG’s attorneys’ fees, or Generex’s right to contest the issue of who is the prevailing party for fees other than those fees awarded in the Arbitration Award. Generex continues to vigorously defend the open matters. On January 29, 2021, the Remanded Arbitration order was issued by the Arbitrator; AEXG was awarded (i) $3,300,000 as the economic value of the warrants plus accrued simple interest at 9% from December 3, 2018 and (ii) $550,320 in legal fees; Generex does not agree with this award and shall contest the arbitration award in court. In this quarter, the Company accrued an additional $3,748,177 to recognize the conclusion of the arbitration award. As of January 31, 2021, the Company has made partial payments of $350,140, leaving a balance of $3,850,320 accrued related to this matter. On June 28, 2018, the Company was named in respect of a claim by Burrard Pharmaceutical Enterprises Ltd. and Moa’yeri Kayhan for unspecified damages and other remedies issued by the Supreme Court of British Columbia. The claim is made in connection with one advanced against Burrard and Kayhan by Middle East Pharmaceutical Factory L.L.C., a foreign corporation, for fraudulent or negligent misrepresentation. Middle East alleges that it was misled by Burrard and Kayhan into believing that Burrard had rights to distribute Generex product in the Middle East. Burrard and Kayhan allege that they did have rights in that regard, which the Company denies. The matter remains at the pleadings stage and the Company is investigating the facts. On October 26, 2018, Generex entered into a securities purchase agreement with 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. On March 21, 2019 Compass Bank filed suit against NuGenerex Distributions Solutions 2, L.L.C. (“NDS”) in the District Court of Dallas County, Texas requesting damages of $3,413,000. This lawsuit is directly connected to assets that were supposed to be transferred to NDS from a third party, but never were transferred. Compass Bank had a lien on those certain assets that were supposed to be transferred into the ownership of NDS, a subsidiary of Generex. NDS and Generex shall continue to defend this legal matter. As of January 31, 2021, the Company has accrued $3,416,695 related to this matter. 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 shall continue to defend this legal matter. As of January 31, 2021, 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 counterclaims against Claimant. The Company believes that the likelihood of an unfavorable outcome is remote and as result has not accrued anything for this claim. On February 18, 2020 the Company was named as a defendant in an action brought by Discover Growth Fund, LLC (“Discover”) 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 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 and issue it shares pursuant to the Purchase Agreement and Promissory Note. Discover has since dropped the Delaware case without prejudice. The Company has accrued approximately $2,500,000 as of January 31, 2021. Several months ago, Discover was awarded $2,200,000 via a confession of judgment award, along with legal fees of $53,312 against Generex and personally, its CEO, Joseph Moscato. On February 19, 2021, Generex paid $2,253,312 to Discover to fully satisfy the judgement; no stock was exchanged to satisfy this judgment. 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 has issued Iliad 3,499,415 shares of the Company’s common stock. The 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 by issuing fewer shares to the seller than what the agreements contemplated. AVEM claims entitlement to an additional $312,000 in Company stock, and Pantheon claims entitlement to an additional $576,800 in Company stock. The Company has filed a motion to dismiss the case for lack of subject matter jurisdiction, and it intends to vigorously defend the case wherever it is ultimately litigated. The Company intends to vigorously defend the case, has not accrued any amounts for this matter. With respect to all litigation, as additional information concerning the estimates used by the Company becomes known, the Company reassesses its position both with respect to accrued liabilities and other potential exposures. Commitments Intellectual Property In connection with the Company’s acquisition of Olaregen, intellectual property was acquired that had a valuation of $650,000 prior to being acquired and revalued. This initial $650,000 valuation represented the initial payment remitted by Olaregen in accordance with the $4 million signed commitment agreement entered into with Activation Therapeutics, Inc. The remaining $3.35 million balance is to be paid in quarterly installments equal to 10% of quarterly net sales generated by Activation Therapeutics assuming the Exellagen average selling price per unit exceeds $800. In the event that the average selling price per unit is less than $800 per unit, cost of goods sold shall be excluded from the computation of net sales. Acquisitions ALTuCELL On November 22, 2019, the Company entered into a Stock Purchase Agreement (“SPA”) for the purchase of 51% of the outstanding capital stock of GH Care, Inc. DBA ALTuCELL, Inc.(“ALTuCELL” ) Under the SPA, in exchange for the ALTuCELL Stock, Generex will issue to ALTuCELL 2,240,000 shares of Generex common stock with an attributed value of $4 million to be issued at the market price of the day at closing, but no less than $0.89 per share. The Company will also pay $2.5 million in cash of which $212,000 has already been paid. In addition to stock and cash at closing, Generex has agreed to pay up to an aggregate of $3,500,000 to ALTuCELL upon ALTuCELL’s attainment of certain milestones. On January 27, 2020, Generex and ALTuCELL executed an Amendment Agreement to the SPA (the “Amendment”). Under the Amendment, closing will occur within 30 days of the full execution of the Amendment, subject to the conditions to closing under the SPA. The parties agreed that Generex will pay the $2.5 million closing payment from certain specifically identified sources. If ALTuCELL chooses to cancel the transaction as a result of delays due to forces beyond the control of Generex, including government regulatory delays or extended reviews by regulators that delay approvals of corporate actions, or by natural disasters or other unforeseen events beyond the control of Generex, ALTuCELL, agrees to return all payments made by Generex. As of January 31, 2021, Generex has advanced $212,000 to ALTuCELL. As of the date of this filing, the acquisition did not close, however, both companies are negotiating the terms of the extension. Olaregen On November 24, 2019, the Company amended the Stock Purchase Agreement with Olaregen. The Company was obligated to pay in full $11,600,000 to Olaregen by November 30, 2019, in connection with the purchase of Olaregen capital stock (the “Olaregen Note”). Effective November 24, 2019, the deadline was extended to January 31, 2020. On February 14, 2020, 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 is 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 were 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. Neither earn-out was achieved nor anticipated for the remainder of the earn-out period and therefore the liability for contingent consideration was relieved. On July 20, 2020, Travis Bird terminated his consulting agreement with the Company and Travis Bird caused the operations of MediSource and Pantheon to curtail. As of this filing, no resolution and/or settlement has been reached and there is no guarantee that these operations will resume. This event has led to the full impairment of goodwill and intangibles of MediSource and Pantheon for the fiscal year ended July 31, 2020. Agreements 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 (Keytruda®) 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 $80,000 and $251,459 as research and development related to the clinical trial agreement with NSABP for the six months ending January 31, 2021 and 2020 respectively. The Clinical Trial Agreement terminates upon the completion of the obligations under such agreement. The Clinical Trial Agreement may be terminated by (i) any party if the authorization to conduct the Phase II clinical trial is revoked by the FDA; if the human and/or toxicology results support termination; safety concerns; if the manufacture of a drug used in the Phase II clinical trial has been exhausted or (ii) by NSABP if NGIO fails to pay NSABP an undisputed amount under the Clinical Trial Agreement. 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 $1,194,442. During the three and six months ended January 31, 2021, the Company has incurred $562,063 and $1,115,940 of expenses, respectively, leaving a balance of $1,120,637 accrued under this agreement. COVID-19 Collaboration Agreement On October 5, 2020, the Company and its subsidiary NGIO entered into a Distribution and Licensing Agreement (the “Bintai 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 Ii-Key-SARS-CoV-2 coronavirus vaccine (the “Malaysia 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 Bintai Agreement, among other things, consists of Bintai providing 100% funding for U.S. clinical development, manufacturing and commercial registration of the Malaysia Vaccine for the Territory. As of January 31, 2021 Generex, has received $2,000,000 in cash to pursue the commercialization of the Vaccine. On November 13, 2020, Generex and the China Partners entered into the Ii-Key Innovative Vaccine Development Agreement (the “Covid Agreement”) to set up a joint research team and a joint entity in China (the “Joint Entity”) that shall jointly develop and industrialize the Vaccine in China. The Covid Agreement provides that Generex will provide the Joint Entity with (i) Ii-Key-SARS-CoV-2 technology; (ii) technical know-how; (iii) preclinical and clinical data and (iv) background material on the Ii-Key platform pertaining to its Ii-Key peptide vaccine technology (collectively, the “Covid Vaccine Technology”). Pursuant to the Covid Agreement, Generex provided the Joint Entity with a perpetual sole and exclusive license to use the Covid Vaccine Technology in China. Generex shall negotiate separately with the Joint Entity with respect to the sale of such technology in other countries outside of China. Under the Covid Agreement Guoxin will provide the funding for the clinical development, manufacturing and commercial registration of the Vaccine for China and the Joint Entity will provide Generex with the following: 1. Licensing Fee: $5,000,000 upfront non-refundable fee due upon the execution of the Agreement. 2. Royalty Fee: Once the Vaccine comes on to market for the first commercial sale, then the Joint Entity shall: a. Offer Generex 20% of the equity interests in the Joint Entity; NGIO shall be the 100% owner of any equity consideration provided to Generex pursuant to the February 19, 2021 “Work, Cost and Fee Sharing Agreement,” disclosed below; or b. Cash payments to Generex in a price equal to $2 per dose for the COVID-19 vaccine. 3. Equity Distributions: the net profits of the Joint Entity shall paid first to Generex until Generex receives $20 million, then the China Partners will receive the next $80 million in net profits from the Joint Entity and thereafter Generex and the China Partners will receive net profits from the Joint Entity in accordance with their pro rate equity interests. If the Vaccine fails in its clinical trials, Generex will compensate the Joint Entity through one of two methods: 1. Generex will grant the Joint Entity sole and exclusive use of its technology and related intellectual property in Excellagen for a license fee of $10 million less the $5 million paid to Generex pursuant to the Covid Agreement and the remaining $5 million will be paid to Generex following NMPA approval; or 2. Generex will grant the Joint Entity with a sole and exclusive license for the whole Ii-Key platform which includes infectious diseases and cancer for a $50 million license fee less the $5 million license fee paid to Generex pursuant to the Covid Agreement. The Covid Agreement also provides for the Joint Entity having a right of first refusal for the Ii-Key vaccine technology for oncology, infectious disease, and autoimmune diseases for an upfront license fee of $50 million. On November 13, 2020, Generex and the China Partners entered into the Ii-Key Innovative Flu Vaccine Development Agreement (the “Swine Flu Agreement”). Pursuant to the Swine Flu Agreement, the parties agreed that upon the successful development of the flu vaccine and receipt of approval from NMPA for the product launch, the Joint Entity shall have a sole and exclusive world-wide license for swine flu and shall pay Generex a license fee of $2.5 million less certain costs estimated at $500,000 Employee Compensation and Settlement Agreements During the six months ended January 31, 2021, the Company awarded executives and employees bonus compensation of $7,060,417 to be paid in approximately $1 million in cash and $6 million in stock. Payable to Foundation On February 1, 2007, the Company entered into a clinical study agreement (the “CSA”) with a Henry J. Jackson Foundation (“Foundation”) for two Phase II clinical trials to determine if a vaccine containing AE37 plus GM-CSF or another peptide vaccine compound (GP2) plus GM-CSF improved patient outcomes. The Foundation conducted the study, under the sponsorship of an institute affiliated with the United States Military until the IND #12229 was transferred to NGIO (then Antigen Express), after which HJF continued trial management on behalf of NGIO. In consideration for the study the Company agreed to total compensation of $2,700,000 at various intervals over the term of the agreement. On September 1, 2013 the Foundation and the Company entered into a forbearance agreement (the “Forbearance Agreement”) under which the Company acknowledged they were $1,315,817 in arrears in its payment and interest obligations to the Foundation under the CSA (the “Original Forbearance Amount”). Pursuant to the Forbearance Agreement, the Company and the Foundation in exchange for the Foundations deferring the Company’s overdue payments, future payments and interest, the Company agreed, among other things to pay the Foundation certain royalties and accelerated payments (“Forbearance Payments”). Effective August 1, 2015, the Company capitalized all outstanding unpaid interest on the outstanding balance. For the period ended January 31, 2021 and 2020, the Company recorded interest expense in the amount of $488,424 and $408,512, respectively, in the statements of operations. As of January 31, 2021 and July 31, 2020, the Company has recorded accrued interest of $4,399,565 and $3,911,141, respectively. |
Inventory
Inventory | 6 Months Ended |
Jan. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 – Inventory Inventory consists of the following components: January 31, 2021 July 31, 2020 Raw materials $ 182,722 $ 182,722 Finished goods 435,159 559,534 Total Inventory $ 617,881 $ 742,256 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment, net consisted of the following: January 31, 2021 July 31, 2020 Computers and technological assets $ 50,205 $ 53,314 Machinery and equipment 317,751 329,977 Furniture and fixtures 18,725 18,725 Leasehold Improvements — 16,596 386,681 418,612 Less accumulated depreciation (241,351 ) (204,944 ) Property and equipment, net $ 145,330 $ 213,668 Depreciation expense related to property and equipment for the three and six months ended January 31, 2021 was $30,183 and $61,014, respectively. Depreciation expense for the three and six months ended January 31, 2020 was $48,932 and $97,779, respectively. Additionally, the Company disposed fixed assets with a book value of $7,324 during the six months ended January 31, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6 – Goodwill and Intangible Assets Goodwill was recognized as a result of the acquisitions of Veneto, Regentys and Olaregen in fiscal year 2019. Goodwill was $ 34,489,342 Intangible assets consist of the following at: January 31, July 31, Estimated Useful Lives 2021 2020 In-Process Research & Development $ 6,302,427 $ 6,302,427 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 2,459,000 Patents 20 years 51,274 51,274 10,153,701 10,153,701 Less accumulated amortization (1,250,860 ) (788,175 ) $ 8,902,841 $ 9,365,526 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 January 31, 2021, 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. On March 20, 2020, during the height of the pandemic, 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 useful life to be 5 years. Amortization expense amounted to $462,685 and $309,362 for the six months ended January 31, 2021 and 2020, respectively. The estimated amortization expense remainder of the current fiscal year and for the next five years and thereafter is as follows: Year Ending July 31, Amount For the six months ended July 31, 2021 $ 461,212 2022 654,190 2023 520,564 2024 500,914 2025 458,202 Thereafter 5,332 Total $ 2,600,414 |
Notes Payable
Notes Payable | 6 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable As of January 31, 2021, and July 31, 2020, the Company had notes payable with aggregate principal balances of $10,641,832 and $11,591,479 and debt discounts of $85,078 and $425,120, respectively. The notes bear interest between 1% and 16% per annum. During the six months ended January 31, 2021, the Company made payments on principal of $127,459 and converted $1,077,452 of principal into common stock. As of January 31, 2021, there were two notes in default with an aggregate principal balance of $2,882,000 and are accruing at default rates of interest of 22% and 24% per annum. Amount Balance of notes payable, net on July 31, 2020 $ 11,166,359 Additions to debt due to default 255,080 Amortization of debt discount 340,226 Conversions (1,077,452 ) Payments (127,459 ) Balance of notes payable, net on January 31, 2021 $ 10,556,754 As of January 31, As of July 31, 2021 2020 Notes payable $ 10,641,832 $ 11,591,479 Less: debt discount (85,078 ) (425,120 ) Total debt, net of discount 10,556,754 11,166,359 Notes payable, net - noncurrent 499,473 499,656 Notes payable, net - current $ 10,057,281 $ 10,666,703 Convertible debt 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 and due in 18 months. 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 is 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 in February 2021, Generex fully satisfied the judgment with cash payments totaling $2,253,312. 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. During September 2020 and October 2020, the entire note was converted into common stock. Paycheck Protection Program Loans 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 a 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. 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. The Company is currently applying for forgiveness, but no assurance can be provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. Compass Bank 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. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jan. 31, 2021 | |
Notes to Financial Statements | |
Derivative Liability | Note 8 – Derivative Liability The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. Based on the various convertible notes described in Note 7, and the sale of common stock in a private investment in public equity (“PIPE”) described in Note 9, the fair value of applicable derivative liabilities on notes, warrants and change in fair value of derivative liability are as follows as of January 31, 2021: Derivative Liability - Convertible Notes Derivative Liability - Warrants Derivative Liability PIPE Warrants Total Balance as of July 31, 2020 $ 742,391 $ 574,366 $ — $ 1,316,757 Change Due to Issuances — — 21,574,216 21,574,216 Change due to exercise/redemptions (538,084 ) — (1,840,530 ) (2,378,614 ) Change in fair value 100,177 493,985 10,643,052 11,237,214 Balance as of January 31, 2021 $ 304,484 $ 1,068,351 $ 30,376,738 $ 31,749,573 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 - Stockholders’ Equity Common Stock Stock compensation expense During the six months ended January 31, 2021, the Company recognized $1,742,050 of expense related to the vesting of stock options. In January 2021, the Company issued 51,130 shares of common stock to vendors for services valued at $0.215 per share, or $10,993. Issuance of common stock and subscription receivable On November 25, 2019, the Company entered an Equity Purchase Agreement with Oasis Capital, LLC (“Oasis”) to purchase up to $40,000,000 of the Company’s stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the Purchase Price is calculated in accordance with the terms and conditions of the agreement (subject to certain limitations) from time to time over a 36-month period. During the six months ended January 31, 2021, the Company issued 6,350,000 shares of common stock in three tranches for an aggregate price of $1,439,940, net of transaction costs of $20,376. Of the shares issued, 750,000 shares of common stock are classified as subscription receivable since the Company has not received payment on this issuance as of January 31, 2021. In February 2021, the Company received $275,324 related to the subscription receivable. Issuance of common stock in a PIPE deal, net of fees and exercise of warrants On August 4, 2020, the Company and three institutional accredited investors (each a “Buyer” and, collectively, the “Buyers”) entered into a securities purchase agreement pursuant to which the Company sold and issued to the Buyers an aggregate of 5,102,040 shares of the Company’s common stock, par value $0.001 per share, and received net proceeds of $1,850,000 after deducting commissions and attorney’s fees of $150,000. In November 2020, the Company issued 284,900 shares of common stock to consultants in connection with the offering. 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 interim reset dates (“Interim Reset Date(s)” and second trigger dates (“Second Trigger Date(s)”) 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; or the right to use the applicable exercise price, or adjustment right (as the case may be) calculated using the Black-Scholes Option Pricing Model pursuant to the Securities Purchase Agreement. The Buyers have the potential right to have these Warrants settled in cash equal to the Black Scholes value of any remaining unexercised warrant. As a result, of an Interim Reset Date on September 28, 2020, and Second Trigger Date on October 12, 2020, the additional warrants were issued and the exercise price adjusted as follows: (i) 5,112,463 additional Series A Warrants were issued to purchase 10,214,503 in the aggregate shares of Common Stock with a “reset” exercise price equal to $0.1958 per share (the “Series A/B Reset Exercise Price”), (ii) 15,337,389 additional Series B Warrants to purchase 30,643,509 shares of Common Stock in the aggregate with a reset exercise price equal to the Series A/B Exercise Price; (iii) 9,142,973 additional Series C Warrants to purchase the number of shares of Common Stock to purchase 19,347,053 shares of Common Stock in the aggregate at a reset exercise price equal to $0.28149 per share; and (iv) the Buyers exercised 9,142,973 Series D Warrants and purchased 9,142,973 shares of Common Stock at $0.001 per share (See Note 12 – Warrants). Deemed dividend related to issuance of warrants containing derivative liabilities As a result of the excess warrant liability for the warrants granted relative to total proceeds received in connection with pursuant to the Securities Purchase Agreement (see Note 9) it was determined to be immediately beneficial upon initial closing date and, as a result, the Company recorded a deemed dividend of $1,850,000 increasing Additional Paid-in Capital and reducing the Accumulated Deficit by $1,850,000. During the six months ended January 31, 2021 and 2020, 3,529,415 and 436,121 shares of common stock payable were issued to settle outstanding obligations, valued at $1,472,826 and $936,395, respectively. As of January 31, 2021 and July 31, 2020, the value of the remaining shares to be issued was $8,572,399 and $10,079,449, respectively. Common Stock Payable Balance as of July 31, 2020 $ 10,079,449 Issuance of common stock payable (1,472,826 ) Change in fair value of common stock payable (34,224 ) Balance as of January 31, 2021 $ 8,572,399 Conversion of debt to equity During the six months ended January 31, 2021 and 2020, the Company issued 5,860,255 and 5,006,548 shares of common stock for the conversion of $1,127,843 and $2,904,758 of debt, respectively. As a result of the debt conversions during the six months ended January 31, 2021 and 2020, $537,936 and $2,276,078 of derivative liabilities were reduced, respectively. 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. Non-controlling Interest Regentys Pursuant to the Company’s acquisition of Regentys on January 7, 2019 to acquire a 51% interest, the Company was issued 12,048,161 shares of Regentys common stock. As of January 31, 2021 , 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 Olaregen became a 100% owned subsidiary. Veneto On November 1, 2018, the Company completed its second closing of Veneto Holdings, L.L.C. (“Veneto”) which granted the Company Rapport Services, LLC (“Rapport”) through the ownership of the units of Class B membership interests providing control of Rapport as only the Class B Member is entitled to elect the nominees to the Board of Managers, which constitute a one percent (1%) ownership in Rapport. The remaining interests represent a 99% non-controlling interest. NuGenerex Immuno-Oncology, Inc. On 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. On January 20, 2021, NGIO designated 100,000 shares of preferred stock as “Series A Super Voting Preferred Stock.” The holders of the Series A Super Voting Preferred Stock shall not be entitled to dividends or liquidation preference and shall have the right to vote in an amount equal to 3,000 votes per share. issued 100,000 shares of the Company’s Series A Super Voting Preferred Stock (the “Super Voting Preferred Stock”) to Generex in exchange for 300,000,000 shares of the Company’s common stock, which were immediately cancelled upon such exchange. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 6 Months Ended |
Jan. 31, 2021 | |
Redeemable Non-controlling Interest | |
Redeemable Non-Controlling Interest | Note 10 – Redeemable Non-Controlling Interest Pursuant to the Company’s acquisition of 51% of the outstanding capital stock of Regentys, Regentys had authorized 7,500,000 shares of redeemable Series A Convertible Preferred Stock (“Preferred Stock A”), with a par value of $0.0001 and redemption value of $0.65 per share of which 2,793,192 Preferred Stock A was outstanding as of the date of acquisition and as of January 31, 2020. Preferred Stock may be converted into common stock at the initial conversion ratio of 1:1 which ratio shall be adjusted in accordance with stock dividends, splits, combinations and other similar events, including the sale of additional shares of common or preferred stock and the holders of Preferred Stock A are entitled to vote, together with the holders of Regentys common stock, on all matters submitted to stockholders of Regentys for a vote. At any time after November 1, 2026, the holders of the Company’s Series A Preferred Stock will have the right to require the Company to redeem all or a portion of their shares for cash at a redemption price equal to its liquidation value. Accordingly, this Preferred Stock A was valued to be $4,073,898 at the time of acquisition of Regentys and reclassified as Redeemable Non-Controlling Interest outside of stockholders’ deficit on the consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 11 - 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 January 31, 2021, there were 0 and 227,057,640 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 2017 Plan (the Plan) is 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 Plan. Generally, the interpretation and construction of any provision of the Plan 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. 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. During August and September 2020, the Company granted 6,242,210 stock options to buy common stock, at $0.45 per share and $0.31 per share, to various officers, board members, employees and consultants. The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plan: Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Non-vested Awards Outstanding - July 31, 2020 8,847,025 $ 0.90 5.96 $ 508,206 $ — Granted 6,242,210 $ 0.35 9.57 — — Forfeited or expired (2,146,875 ) $ 0.82 6.50 — — Outstanding – January 31, 2021 12,942,360 $ 0.65 7.26 $ 916,842 $ 3,895,463 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on January 31, 2021. The market value was $0.43 based on the closing bid price as of January 31, 2021. A summary of the status of the Company’s non-vested stock options the six months ended January 31, 2021 is as follows: Non-vested Options Options Weighted Average Grant Date Fair Value Non-vested on July 31, 2020 4,082,767 $ 1.06 Granted 6,242,210 0.35 Expired — — Canceled (366,667 ) 0.79 Vested (2,947,803 ) 0.59 Non-vested on January 31, 2021 7,010,507 $ 0.64 There were 5,931,853 vested common stock options under the Plan as of January 31, 2021. The compensation expense was $531,043 and $1,742,050 for the three and six months ended January 31, 2021. The Company had $3,936,129 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan on January 31, 2021 to be recognized over an average of 2.09 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: Six Months Ended January 31, 2021 Exercise price $0.31 – $0.45 Time to expiration 10 years Risk-free interest rate 0.16% - 0.18% Estimated volatility 148.3% - 148.8% Expected dividend — Stock price at valuation date $0.31 – $0.45 |
Warrants
Warrants | 6 Months Ended |
Jan. 31, 2021 | |
Warrants Abstract | |
Warrants | Note 12 - Warrants As of July 31, 2020, the Company had 567,553 warrants outstanding. On August 4, 2020, the Company initially issued 30,612,240 warrants in the aggregate pursuant to the Private Placement (see Note 9 - Stockholders’ Equity, Sale of common stock in a private placement (PIPE), net of fees and exercise of warrants); The following is a table of outstanding warrants issued in connection with the PIPE deal during the six months ended January 31, 2021: Initial Exercise Price Initial Warrants Issued Additional Warrants Issued Reset Exercise Price Outstanding Warrants as of January 31, 2021 Series A Warrants $ 0.392 5,102,040 5,112,463 $ 0.196 10,214,503 Series B Warrants $ 0.392 15,306,120 15,337,389 $ 0.196 30,643,509 Series C Warrants $ 0.539 10,204,080 9,142,973 $ 0.281 19,347,053 Total Warrants from PIPE deal 30,612,240 29,592,825 60,205,065 On September 28, 2020, the Interim Reset Date, 5,662,190 Series D Warrants were issued and exercised at $0.001 per share; and on October 12, 2020, the Second Trigger Date on October 12, 2020, 3,480,783 Series D Warrants were issued and exercised at $0.001 per share, for an aggregate of 9,142,973 warrants issued and exercised. On November 17, 2020, the Company issued shares of common stock at a price of $0.18 (see Note 9) which triggered a reset provision on certain warrant holders’ previously granted warrants whereby their exercise price was reduced to $0.18 and the agreement entitled them to an additional 4,183,575 shares of common stock upon exercise. 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, 2020 567,553 $ 2.50 2.20 $ — Issued 69,348,038 0.19 5 — Exercised (9,142,973 ) 0.001 5 — Expired — — — — Outstanding – January 31, 2021 60,772,618 $ 0.23 4.99 $ 12,541,446 |
Leases
Leases | 6 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 13 – Leases The Company has various operating lease agreements for leases of office spaces. 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 2.48 years, with a discount rate of 10%. The Company incurred lease expense for its operating leases of $15,122 and $40,336 for three and six months ended January 31, 2021, respectively. On January 31, 2021, the Company renewed its lease for office space in Miramar, Florida. The lease extends until September 30, 2023. The payments will be made as follows in the future fiscal years: $50,643 in 2021; $69,775 in 2022; $72,566 2023; $12,172 in 2024. NuGenerex Health, LLC has entered into lease agreement in Phoenix, Arizona on January 13, 2021 for two premises of 892 sq ft. and 3,247 sq ft, respectively. The spaces are for the implementation of our clinic strategy beginning with our roll out of RPM CCM and then our specialty practices of Podiatry and Ophthalmology. The lease term is for 77 Months and the expected payments start at $1,933 and $5,888 per month for each premise respectively. Although executed in January 2021, the lease is not expected to commence until the third or fourth quarter of fiscal year 2021. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of January 31, 2021: Maturity of operating lease liabilities for the remainder of the current fiscal year and the following fiscal years: 2021 $ 49,049 2022 69,775 2023 72,566 2024 12,172 Total undiscounted operating lease payments 203,562 Less: Imputed interest 24,388 Present value of operating lease liabilities $ 179,174 |
Net Income Per Share (EPS)
Net Income Per Share (EPS) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Net Income Per Share (EPS) | Note 14 - 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 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 January 31, 2021 and 2020, respectively. Six Months Ended January 31, 2021 2020 Convertible debt 6,771,804 34,374,900 Stock options 12,942,360 9,123,195 Warrants 64,956,192 567,553 Total 84,670,356 44,065,648 |
Income Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes The Company has incurred losses since inception, which have generated net operating loss (“NOL”) carryforwards. The NOL carryforwards arise from both United States and Canadian sources. Pre-tax gain or (loss) arising from domestic operations (United States) were ($35,887,596) and ($34,291,142) for the six months ended January 31, 2021 and the year ended July 31, 2020, respectively. Pre-tax (losses)/income arising from foreign operations (Canada) were ($6,419) and $59,049 for the six months ended January 31, 2021 and the year ended July 31, 2020, respectively. As of January 31, 2021, the Company has NOL carryforwards in Generex Biotechnology Corporation of approximately $224.3 million, of which $189.5 million will expire in 2021 through 2038, and $34.9 million will not expire. Generex Pharmaceuticals Inc. has NOL carryforwards of approximately $34.4 million, which expire in 2026 through 2041. NGIO has NOL carryforwards of approximately $35.7 which will expire in 2021 through 2038. Regentys Corporation has NOL carryforwards of approximately $6.8 million, of which $5.0 million will expire in 2033 through 2038 and $1.8 million will not expire. Olaregen Therapeutics, Inc. has NOL carryforwards of $4.5 million which will not expire. Veneto has NOL carryforwards of $11.0 million which will not expire. Some of these loss carryforwards are subject to limitation due to the acquisition of Regentys, Olaregen and NGIO and may be limited in future years due to certain structural ownership changes which have occurred over the last several years related to the Company’s equity and convertible debenture financing transactions. As of January 31, 2021, the Company had no tax benefits which have not been fully allowed for, and no adjustment to its financial position, results of operations or cash flows was required. The Company has deferred tax assets of over $76 million with a full allowance equal to the to the amount of the deferred tax asset. The Company does not expect that unrecognized tax benefits will increase within the next twelve months. 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. On March 27, 2020, the CARES Act was enacted and signed into law in the U.S. in response to the COVID-19 pandemic. One of the provisions of this law is the temporary suspension of the 80% limitation on the utilization of net operating losses generated in taxable years beginning after December 31, 2017 and before January 1, 2021. Additionally, the CARES Act allows The Company to carryback net operating losses generated in taxable years beginning after December 31, 2017 and before January 1, 2021 to the five previous periods if the company has taxable income in the carryback years. Neither of these modifications are expected to apply to the Company due to the sustained history of losses. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events On February 2, 2021, NGIO issued 100,000 shares of the Company’s Series A Super Voting Preferred Stock (the “Super Voting Preferred Stock”) to Generex in exchange for 300,000,000 shares of the Company’s common stock, which were immediately cancelled upon such exchange. On February 1, 2020, the company fully converted a promissory note with a balance of $90,000 of principal and $9,490 of interest into 255,104 shares of common stock. On February 8, 2021, Generex and NGIO, received a wire transfer of Two Million Dollars ($2,000,000) towards its COVID-19 vaccine development initiatives from its China Partners (as defined below) pursuant to the Ii-Key Innovative Vaccine Development Agreement signed November 13, 2020, as amended by the extension terms signed December 15, 2020 (collectively the “Agreement”), with Beijing Youfeng International Consulting Co., Ltd (“BYIC”), National Institute for Viral Disease Control and Prevention, Chinese Centre for Disease Control and Prevention (“NIVDC”) and Beijing Guoxin Haixiang Equity Investment Partnership (“BGHEIP” and together with BYIC and NIVDC, the “China Partners”). To date Generex has received a total of $3,100,000 from the China Partners, broken down as follows: 1. $100,000 “Performance Guarantee Fee” payment. 2. $3,000,000 towards its COVID-19 vaccine development initiatives. On February 17, 2021, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company sold a convertible promissory note bearing interest at 8% per annum with a 12-month maturity date in the aggregate principal amount of $1,689,500 . On February 19, 2021, the Company fully satisfied a judgment related to the creditor Discover Growth Fund, LLC (“Discover”) with a cash payment totaling $2,253,312; no stock was exchanged to satisfy this judgment. On February 24, 2021, the Company issued 750,000 shares of common stock to Oasis for net proceeds of $271,874. On March 4, 2021, the Company issued 750,000 shares of common stock to Oasis for net proceeds of $175,964 which went directly towards repaying an outstanding note with Oasis. On March 9, 2021, the Company issued 500,000 shares of common stock to Oasis $144,224 which went directly towards repaying an outstanding note with Oasis. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated. Operating results for the six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2021. The balance sheet on January 31, 2021 does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2020 as filed with the U.S. Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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. |
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. |
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. 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). Three months ended January 31, Six months ended January 31, Revenue Source 2021 2020 2021 2020 Product sales $ — $ 848,805 $ 88,435 $ 1,562,210 Management services — 8,622 — 16,878 Total revenue $ — $ 857,427 $ 88,435 $ 1,579,088 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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 cursrent 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. The Company has not yet adopted this guidance and is determining the impact on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognized | Three months ended January 31, Six months ended January 31, Revenue Source 2021 2020 2021 2020 Product sales $ — $ 848,805 $ 88,435 $ 1,562,210 Management services — 8,622 — 16,878 Total revenue $ — $ 857,427 $ 88,435 $ 1,579,088 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following components: January 31, 2021 July 31, 2020 Raw materials $ 182,722 $ 182,722 Finished goods 435,159 559,534 Total Inventory $ 617,881 $ 742,256 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following: January 31, 2021 July 31, 2020 Computers and technological assets $ 50,205 $ 53,314 Machinery and equipment 317,751 329,977 Furniture and fixtures 18,725 18,725 Leasehold Improvements — 16,596 386,681 418,612 Less accumulated depreciation (241,351 ) (204,944 ) Property and equipment, net $ 145,330 $ 213,668 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at: January 31, July 31, Estimated Useful Lives 2021 2020 In-Process Research & Development $ 6,302,427 $ 6,302,427 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 2,459,000 Patents 20 years 51,274 51,274 10,153,701 10,153,701 Less accumulated amortization (1,250,860 ) (788,175 ) $ 8,902,841 $ 9,365,526 |
Estimated amortization expense | The estimated amortization expense remainder of the current fiscal year and for the next five years and thereafter is as follows: Year Ending July 31, Amount For the six months ended July 31, 2021 $ 461,212 2022 654,190 2023 520,564 2024 500,914 2025 458,202 Thereafter 5,332 Total $ 2,600,414 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | As of January 31, 2021, there were two notes in default with an aggregate principal balance of $2,882,000 and are accruing at default rates of interest of 22% and 24% per annum. Amount Balance of notes payable, net on July 31, 2020 $ 11,166,359 Additions to debt due to default 255,080 Amortization of debt discount 340,226 Conversions (1,077,452 ) Payments (127,459 ) Balance of notes payable, net on January 31, 2021 $ 10,556,754 As of January 31, As of July 31, 2021 2020 Notes payable $ 10,641,832 $ 11,591,479 Less: debt discount (85,078 ) (425,120 ) Total debt, net of discount 10,556,754 11,166,359 Notes payable, net - noncurrent 499,473 499,656 Notes payable, net - current $ 10,057,281 $ 10,666,703 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Notes to Financial Statements | |
Schedule of Derivative Liabilities at Fair Value | Based on the various convertible notes described in Note 7, and the sale of common stock in a private investment in public equity (“PIPE”) described in Note 9, the fair value of applicable derivative liabilities on notes, warrants and change in fair value of derivative liability are as follows as of January 31, 2021: Derivative Liability - Convertible Notes Derivative Liability - Warrants Derivative Liability PIPE Warrants Total Balance as of July 31, 2020 $ 742,391 $ 574,366 $ — $ 1,316,757 Change Due to Issuances — — 21,574,216 21,574,216 Change due to exercise/redemptions (538,084 ) — (1,840,530 ) (2,378,614 ) Change in fair value 100,177 493,985 10,643,052 11,237,214 Balance as of January 31, 2021 $ 304,484 $ 1,068,351 $ 30,376,738 $ 31,749,573 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Schedule of Issuance of common stock payable | Common Stock Payable Balance as of July 31, 2020 $ 10,079,449 Issuance of common stock payable (1,472,826 ) Change in fair value of common stock payable (34,224 ) Balance as of January 31, 2021 $ 8,572,399 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Common stock options granted, forfeited or expired and exercised | The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plan: Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Non-vested Awards Outstanding - July 31, 2020 8,847,025 $ 0.90 5.96 $ 508,206 $ — Granted 6,242,210 $ 0.35 9.57 — — Forfeited or expired (2,146,875 ) $ 0.82 6.50 — — Outstanding – January 31, 2021 12,942,360 $ 0.65 7.26 $ 916,842 $ 3,895,463 |
Schedule of non-vested stock options | A summary of the status of the Company’s non-vested stock options the six months ended January 31, 2021 is as follows: Non-vested Options Options Weighted Average Grant Date Fair Value Non-vested on July 31, 2020 4,082,767 $ 1.06 Granted 6,242,210 0.35 Expired — — Canceled (366,667 ) 0.79 Vested (2,947,803 ) 0.59 Non-vested on January 31, 2021 7,010,507 $ 0.64 |
Fair value assumptions used in Black-Scholes option-pricing | The following assumptions were used in the Black-Scholes option-pricing model: Six Months Ended January 31, 2021 Exercise price $0.31 – $0.45 Time to expiration 10 years Risk-free interest rate 0.16% - 0.18% Estimated volatility 148.3% - 148.8% Expected dividend — Stock price at valuation date $0.31 – $0.45 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Warrants Abstract | |
Schedule of additional warrants | The following is a table of outstanding warrants issued in connection with the PIPE deal during the six months ended January 31, 2021: Initial Exercise Price Initial Warrants Issued Additional Warrants Issued Reset Exercise Price Outstanding Warrants as of January 31, 2021 Series A Warrants $ 0.392 5,102,040 5,112,463 $ 0.196 10,214,503 Series B Warrants $ 0.392 15,306,120 15,337,389 $ 0.196 30,643,509 Series C Warrants $ 0.539 10,204,080 9,142,973 $ 0.281 19,347,053 Total Warrants from PIPE deal 30,612,240 29,592,825 60,205,065 |
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, 2020 567,553 $ 2.50 2.20 $ — Issued 69,348,038 0.19 5 — Exercised (9,142,973 ) 0.001 5 — Expired — — — — Outstanding – January 31, 2021 60,772,618 $ 0.23 4.99 $ 12,541,446 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Schedule of maturity of operating lease liabilities | Maturity of operating lease liabilities for the remainder of the current fiscal year and the following fiscal years: 2021 $ 49,049 2022 69,775 2023 72,566 2024 12,172 Total undiscounted operating lease payments 203,562 Less: Imputed interest 24,388 Present value of operating lease liabilities $ 179,174 |
Net Income Per Share (EPS) (Tab
Net Income Per Share (EPS) (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
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 January 31, 2021 and 2020, respectively. Six Months Ended January 31, 2021 2020 Convertible debt 6,771,804 34,374,900 Stock options 12,942,360 9,123,195 Warrants 64,956,192 567,553 Total 84,670,356 44,065,648 |
Organization of Business and _2
Organization of Business and Going Concern (Details Narrative) - USD ($) | Jan. 07, 2019 | Aug. 25, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 |
Accumulated deficit | $ (488,724,179) | $ (488,724,179) | $ (452,062,905) | ||||
Working capital deficiency | (57,912,821) | (57,912,821) | |||||
Secured promissory note Description | On January 7, 2019, the Company closed two separate Acquisition Agreements pursuant to which the Company acquired a 51% interest in both Regentys Corporation (“Regentys”) and Olaregen Therapeutix Inc. (“Olaregen”). Regentys is a regenerative medicine company focused on developing novel treatments for patients with gastrointestinal (GI) disorders. Olaregen is a New York based regenerative medicine company that is preparing to launch its proprietary, patented, wound conforming gel matrix, Excellagen, an FDA 510K cleared wound healing product. In the first quarter of 2020 the Company acquired increased its ownership of Olaregen to 77%. | ||||||
Proceeds from related party | 0 | $ 10,000 | |||||
Revenue | $ 0 | $ 857,427 | 88,435 | 1,579,088 | |||
Medisource and Pantheon | |||||||
Revenue | $ 0 | $ 1,253,763 | |||||
WWDT | |||||||
Proceeds from related party | $ 1,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Revenue | $ 0 | $ 857,427 | $ 88,435 | $ 1,579,088 |
Product [Member] | ||||
Revenue | 0 | 848,805 | 88,435 | 1,562,210 |
Management Services [Member] | ||||
Revenue | $ 0 | $ 8,622 | $ 0 | $ 16,878 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 02, 2019 | Dec. 03, 2018 | Feb. 19, 2021 | Jan. 29, 2021 | Sep. 18, 2020 | Jul. 31, 2020 | Feb. 18, 2020 | Nov. 27, 2019 | Nov. 25, 2019 | Nov. 24, 2019 | Nov. 22, 2019 | Aug. 22, 2017 | Dec. 31, 2011 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Nov. 16, 2012 | May 04, 2020 | Apr. 24, 2020 | Dec. 02, 2018 | Oct. 26, 2018 |
Settlement of litigation | $ 200,000 | |||||||||||||||||||||
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 | 384,771 | ||||||||||||||||||||
Litigation awards, exercisable shares | 84,000 | 84,000 | ||||||||||||||||||||
Exercise price | $ 2.50 | $ 2.50 | ||||||||||||||||||||
Note amount | $ 682,000 | |||||||||||||||||||||
Accrued Liquidated damages | 210,000 | |||||||||||||||||||||
Accrued claim | $ 2,752,235 | $ 2,752,235 | ||||||||||||||||||||
Legal fees | 93,304 | |||||||||||||||||||||
Research and development | 1,558,299 | $ 599,837 | 2,728,307 | $ 938,571 | ||||||||||||||||||
Payable to foundation for services | $ 1,315,817 | 1,315,817 | 1,315,817 | |||||||||||||||||||
Interest payable to foundation | $ 3,911,141 | 4,399,565 | 4,399,565 | |||||||||||||||||||
Interest accrued payable to foundation | 488,424 | 408,512 | ||||||||||||||||||||
Arbitration fees | 12,393 | |||||||||||||||||||||
Arbitration expenses | 3,313 | |||||||||||||||||||||
Proceeds from refundable advances | 2,000,000 | |||||||||||||||||||||
Bonus | 7,060,417 | $ 7,060,417 | ||||||||||||||||||||
Pre-judgment interest | $ 65,762 | |||||||||||||||||||||
Bonus compensation description | Company awarded executives and employees bonus compensation of $7,060,417 to be paid in approximately $1 million in cash and $6 million in stock. | |||||||||||||||||||||
Payment for legal settlement | $ 350,140 | |||||||||||||||||||||
Accrued claim | 3,850,320 | 3,850,320 | ||||||||||||||||||||
Olaregen | ||||||||||||||||||||||
Intellectual property acquired | $ 650,000 | |||||||||||||||||||||
AEXG [Member] | ||||||||||||||||||||||
Litigation awards for damages | $ 3,300,000 | 3,748,177 | ||||||||||||||||||||
Legal fees | $ 550,320 | |||||||||||||||||||||
NDS | ||||||||||||||||||||||
Accrued claim | 3,416,695 | 3,416,695 | ||||||||||||||||||||
KSKZ Management [Member] | ||||||||||||||||||||||
Consulting fees | $ 3,450,000 | |||||||||||||||||||||
Damages | $ 2,475,000 | |||||||||||||||||||||
Discover Growth Fund [Member] | ||||||||||||||||||||||
Litigation awards for damages | 2,200,000 | |||||||||||||||||||||
Accrued claim | 2,500,000 | 2,500,000 | $ 2,200,000 | |||||||||||||||||||
Legal fees | 53,312 | |||||||||||||||||||||
Discover Growth Fund [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Payment for legal settlement | $ 2,253,312 | |||||||||||||||||||||
Iliad [Member] | ||||||||||||||||||||||
Shares issued for litigation settlement | 3,499,415 | |||||||||||||||||||||
ALTuCELL [Member] | ||||||||||||||||||||||
Common stock description | 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. | |||||||||||||||||||||
Advanced to related party | 212,000 | 212,000 | ||||||||||||||||||||
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. | |||||||||||||||||||||
Olaregen | ||||||||||||||||||||||
Stock Purchase Agreement description | Company amended the Stock Purchase Agreement with Olaregen. The Company was obligated to pay in full $11,600,000 to Olaregen by November 30, 2019, in connection with the purchase of Olaregen capital stock (the “Olaregen Note”). Effective November 24, 2019, the deadline was extended to January 31, 2020. | |||||||||||||||||||||
Regentys | ||||||||||||||||||||||
Stock Purchase Agreement description | Company amended the Stock Purchase Agreement with Regentys originally on January 7, 2019. Effective November 25, 2019, the remaining three payments of $2,039,001, $2,000,000, and $3,000,000 were 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. | |||||||||||||||||||||
NSABP [Member] | Clinical trial agreement [Member] | ||||||||||||||||||||||
Accrued claim | 1,120,637 | 1,120,637 | ||||||||||||||||||||
Research and development | 80,000 | $ 251,459 | ||||||||||||||||||||
Cellular Technology Limited [Member] | Clinical trial agreement [Member] | ||||||||||||||||||||||
Research and development | $ 562,063 | 1,115,940 | ||||||||||||||||||||
Damages for Unpaid Invoices | ||||||||||||||||||||||
Value of damages sought | $ 429,000 | |||||||||||||||||||||
Lawsuit filing date | 31-Dec-11 | |||||||||||||||||||||
Name of Plaintiff | Vendor | |||||||||||||||||||||
Settlement of litigation | $ 125,000 | |||||||||||||||||||||
Interest per annum, failure to pay settlement | 3.00% | |||||||||||||||||||||
Fixed cost per annum, failure to pay settlement | $ 25,000 | |||||||||||||||||||||
Breach of contract and detinue | ||||||||||||||||||||||
Counterclaim proceeding | $ 200,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 182,722 | $ 182,722 |
Finished goods | 435,159 | 559,534 |
Total Inventory | $ 617,881 | $ 742,256 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Property and equipment | $ 386,681 | $ 418,612 |
Less accumulated depreciation | (241,351) | (204,944) |
Property and equipment, net | 145,330 | 213,668 |
Computers and technological assets | ||
Property and equipment | 50,205 | 53,314 |
Machinery and Equipment [Member] | ||
Property and equipment | 317,751 | 329,977 |
Furniture and Fixtures [Member] | ||
Property and equipment | 18,725 | 18,725 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 0 | $ 16,596 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 30,183 | $ 48,932 | $ 61,014 | $ 97,779 |
Loss on disposal of fixed assets | $ (7,324) | $ 0 |
Goodwill and Intangible Assets_
Goodwill and Intangible Assets: Intangible assets (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2021 | Jul. 31, 2020 | |
Intangible assets gross | $ 10,153,701 | $ 10,153,701 |
Less accumulated amortization | (1,250,860) | (788,175) |
Intangible assets net | 8,902,841 | 9,365,526 |
Noncompete Agreements [Member] | ||
Intangible assets gross | $ 1,210,000 | 1,210,000 |
Estimated Useful Lives | 3 years | |
Developed Software/Technology [Member] | ||
Intangible assets gross | $ 131,000 | 131,000 |
Estimated Useful Lives | 5 years | |
Intellectual Property [Member] | ||
Intangible assets gross | $ 2,459,000 | 2,459,000 |
Estimated Useful Lives | 5 years | |
Patents [Member] | ||
Intangible assets gross | $ 51,274 | 51,274 |
Estimated Useful Lives | 20 years | |
In Process Research and Development [Member] | ||
Intangible assets gross | $ 6,302,427 | $ 6,302,427 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets: Estimated amortization expense (Details) | Jan. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
For the six months ended July 31, 2021 | $ 461,212 |
2022 | 654,190 |
2023 | 520,564 |
2024 | 500,914 |
2025 | 458,202 |
Thereafter | 5,332 |
Total | $ 2,600,414 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
Goodwill | $ 34,489,342 | $ 34,489,342 | |
Intangible assets gross | 10,153,701 | 10,153,701 | |
Amortization expense | 462,685 | $ 309,362 | |
In Process Research and Development [Member] | |||
Intangible assets gross | 6,302,427 | $ 6,302,427 | |
In Process Research and Development [Member] | HDS [Member] | |||
Intangible assets gross | 2,911,377 | ||
In Process Research and Development [Member] | Regentys | |||
Intangible assets gross | 3,391,050 | ||
In Process Research and Development [Member] | Olaregen | |||
Intangible assets gross | $ 2,459,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Balance of notes paybale at beginning | $ 11,166,359 | |
Additions to debt due to default | 255,080 | |
Amortization of debt discount | 340,226 | $ 2,955,576 |
Conversions | (1,077,452) | |
Payments | (127,459) | |
Balance of notes payable at end | $ 10,556,754 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 10,641,832 | $ 11,591,479 |
Less: debt discount | (85,078) | (425,120) |
Total debt, net of discount | 10,556,754 | 11,166,359 |
Notes payable, net - noncurrent | 499,473 | 499,656 |
Notes payable, net - current | $ 10,057,281 | $ 10,666,703 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Jun. 25, 2020 | Apr. 30, 2020 | Feb. 18, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | Oct. 26, 2018 | |
Notes payable | $ 10,641,832 | $ 11,591,479 | ||||||
Debt discount | 85,078 | $ 425,120 | ||||||
Debt conversion, shares issued | $ 1,127,843 | $ 2,904,758 | ||||||
Note amount | $ 682,000 | |||||||
Minimum [Member] | ||||||||
Interest rate | 1.00% | |||||||
Maximum [Member] | ||||||||
Interest rate | 16.00% | |||||||
Principal [Member] | ||||||||
Repayment of related party debt | $ 127,459 | |||||||
Debt conversion, shares issued | 1,077,452 | |||||||
Two Notes [Member] | ||||||||
Debt default | $ 2,882,000 | |||||||
Two Notes [Member] | Minimum [Member] | ||||||||
Effective interest | 22.00% | |||||||
Two Notes [Member] | Maximum [Member] | ||||||||
Effective interest | 24.00% | |||||||
Paycheck Protection Program Loans [Member] | ||||||||
Interest rate | 1.00% | |||||||
Proceeds from loan | $ 499,473 | |||||||
Compass Bank [Member] | ||||||||
Proceeds from line of credit | $ 3,413,000 | |||||||
Securities Purchase Agreements [Member] | Investors | ||||||||
Interest rate | 12.00% | 12.00% | ||||||
Repayment of related party debt | $ 2,253,312 | |||||||
Note amount | $ 150,000 | $ 2,200,000 | ||||||
Purchase price of note | 145,000 | 2,000,000 | ||||||
Original issue discount | 5,000 | 200,000 | ||||||
Derivative liability | $ 59,985 | $ 111,508 |
Derivative Liability (Details)
Derivative Liability (Details) | 6 Months Ended |
Jan. 31, 2021USD ($) | |
Derivative liabilities at beginning | $ 1,316,757 |
Change Due to Issuances | 21,574,216 |
Change due to exercise/redemptions | (2,378,614) |
Change in fair value | 11,237,214 |
Derivative liabilities at end | 31,749,573 |
Derivative Liability Convertible Notes | |
Derivative liabilities at beginning | 742,391 |
Change Due to Issuances | 0 |
Change due to exercise/redemptions | (538,084) |
Change in fair value | 100,177 |
Derivative liabilities at end | 304,484 |
Derivative Liability Warrants | |
Derivative liabilities at beginning | 574,366 |
Change Due to Issuances | 0 |
Change due to exercise/redemptions | 0 |
Change in fair value | 493,985 |
Derivative liabilities at end | 1,068,351 |
Derivative Liability PIPE Warrants | |
Derivative liabilities at beginning | 0 |
Change Due to Issuances | 21,574,216 |
Change due to exercise/redemptions | (1,840,530) |
Change in fair value | 10,643,052 |
Derivative liabilities at end | $ 30,376,738 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Equity [Abstract] | ||||
Balance at beginning | $ 10,079,449 | |||
Increase in common stock payable | 23,008 | |||
Change in fair value of common stock payable | $ 89,006 | $ (115,054) | $ (34,224) | $ (115,054) |
Balance at end | $ 8,572,399 | $ 8,572,399 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 04, 2020 | Jul. 14, 2020 | Sep. 12, 2019 | Jan. 07, 2019 | Feb. 28, 2021 | Jan. 31, 2021 | Jan. 20, 2021 | Nov. 30, 2020 | Nov. 25, 2019 | Aug. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Nov. 17, 2020 | Oct. 12, 2020 | Sep. 28, 2020 | Jul. 31, 2020 | Feb. 14, 2020 |
Stock compensation expense | $ 1,742,050 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 243,600 | $ 10,993 | $ 243,600 | |||||||||||||||
Issuance of common stock payable, shares | 3,529,415 | 436,121 | ||||||||||||||||
Issuance of common stock payable, amount | $ 1,472,826 | $ 936,395 | ||||||||||||||||
Common stock to be issued | 8,572,399 | 10,079,449 | ||||||||||||||||
Common stock issued for conversion debt, Shares | 5,860,255 | 5,006,548 | ||||||||||||||||
Common stock issued for conversion debt, Value | $ 1,127,843 | $ 2,904,758 | ||||||||||||||||
Decrease in derivative liability | $ 537,936 | 2,276,078 | ||||||||||||||||
Cancellation of common stock | 20,375,900 | |||||||||||||||||
Common stock, shares outstanding | 112,572,514 | 112,572,514 | 82,251,801 | |||||||||||||||
Common stock, shares issued | 112,572,514 | 112,572,514 | 82,251,801 | |||||||||||||||
Proceeds from issuance of stock | $ 1,164,616 | $ 109,770 | ||||||||||||||||
Warrants issued | 30,612,240 | 4,183,575 | 29,592,825 | |||||||||||||||
Exercise price | $ 0.23 | $ 0.23 | $ 0.18 | $ 2.5 | ||||||||||||||
Deemed dividend | $ 1,850,000 | |||||||||||||||||
Decrease in Accumulated Deficit | $ 1,850,000 | |||||||||||||||||
Number of subscription receivable, shares | 750,000 | |||||||||||||||||
Number of subscription receivable, value | $ 750,000 | |||||||||||||||||
Medisource | ||||||||||||||||||
Common stock issued for acquisition | 400,000 | |||||||||||||||||
Stock Price | $ 2.50 | |||||||||||||||||
Pantheon [Member] | ||||||||||||||||||
Common stock issued for acquisition | 560,000 | |||||||||||||||||
Stock Price | $ 2.50 | |||||||||||||||||
Regentys | ||||||||||||||||||
LOI Terms | Pursuant to the Company’s acquisition of Regentys on January 7, 2019 to acquire a 51% interest, the Company was issued 12,048,161 shares of Regentys common stock. As of January 31, 2021, Regentys had a total of 18,623,278 shares of common stock and 2,793,192 Series A voting preferred stock for a total of 21,416,470 total voting shares outstanding. As such, there are 9,368,309 of shares that belong to non-controlling interest shareholders which represents a 43.74% non-controlling interest | |||||||||||||||||
Olaregen | ||||||||||||||||||
LOI Terms | Pursuant to the Company’s acquisition of Olaregen on January 7, 2019 to acquire a 51% interest, the Company was issued 3,282,632 shares of Olaregen common stock 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. | |||||||||||||||||
Common stock, shares outstanding | 5,950,000 | |||||||||||||||||
NGIO | ||||||||||||||||||
Common stock, shares outstanding | 2,765,000 | |||||||||||||||||
NGIO | Series A Super Voting Preferred Stock [Member] | ||||||||||||||||||
Preferred Stock, shares authorized | 100,000 | |||||||||||||||||
Conversion of shares, shares issued | 100,000 | |||||||||||||||||
Number of shares, converted | 300,000,000 | |||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||
Exercise price | 0.392 | $ 0.392 | ||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||
Exercise price | 0.392 | 0.392 | ||||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||
Exercise price | $ 0.539 | $ 0.539 | ||||||||||||||||
Series D Warrants [Member] | ||||||||||||||||||
Exercise price | $ 0.001 | $ 0.001 | ||||||||||||||||
Share Exchange Agreement | Olaregen | ||||||||||||||||||
Number of shares exchanged | 300,000 | |||||||||||||||||
Vendors | ||||||||||||||||||
Stock Issued During Period, Shares Issued for Services | 51,130 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 10,993 | |||||||||||||||||
Oasis Capital, LLC | Equity Purchase Agreement [Member] | ||||||||||||||||||
Common stock purchased | $ 40,000,000 | |||||||||||||||||
Number of common stock issued | 6,350,000 | |||||||||||||||||
Purchase price of shares | $ 1,439,940 | |||||||||||||||||
Transaction cost | $ 20,376 | |||||||||||||||||
Accredited Investors [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||
Number of common stock issued | 5,102,040 | |||||||||||||||||
Proceeds from issuance of stock | $ 1,850,000 | |||||||||||||||||
Attorneys fees | $ 150,000 | |||||||||||||||||
Shares issued price per share | $ 0.001 | |||||||||||||||||
Accredited Investors [Member] | Security Purchase Agreement [Member] | Series A Warrants [Member] | ||||||||||||||||||
Shares reserved for future issuance | 10,214,503 | |||||||||||||||||
Warrants issued | 5,102,040 | 5,112,463 | ||||||||||||||||
Exercise price | $ 0.392 | $ 0.1958 | ||||||||||||||||
Accredited Investors [Member] | Security Purchase Agreement [Member] | Series B Warrants [Member] | ||||||||||||||||||
Shares reserved for future issuance | 30,643,509 | |||||||||||||||||
Warrants issued | 15,306,122 | 15,337,389 | ||||||||||||||||
Accredited Investors [Member] | Security Purchase Agreement [Member] | Series C Warrants [Member] | ||||||||||||||||||
Shares reserved for future issuance | 19,347,053 | |||||||||||||||||
Warrants issued | 9,142,973 | |||||||||||||||||
Exercise price | $ 0.539 | $ 0.28149 | ||||||||||||||||
Accredited Investors [Member] | Security Purchase Agreement [Member] | Series D Warrants [Member] | ||||||||||||||||||
Shares reserved for future issuance | 9,142,973 | |||||||||||||||||
Warrants issued | 9,142,973 | |||||||||||||||||
Exercise price | $ 0.001 | $ 0.001 | ||||||||||||||||
Consultants [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||
Number of common stock issued | 284,900 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Details Narrative) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2020 |
Redeemable Non-Controlling Int | $ 4,073,898 | $ 4,073,898 | |
Series A Cumulative Redeemable Perpetual Preferred Stock, | |||
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, shares outstanding | 0 | 0 | |
Series A Cumulative Redeemable Perpetual Preferred Stock, | Regentys [Member] | |||
Preferred Stock, par value | $ 0.0001 | ||
Preferred Stock, shares authorized | 7,500,000 | ||
Redemption par value | $ 0.65 | ||
Preferred Stock, shares outstanding | 2,793,192 |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common stock options granted, forfeited or expired and exercised (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Options Outstanding, Beginning | 8,847,025 | |
Options Granted | 6,242,210 | |
Options Forfeited or expired | (2,146,875) | |
Options Outstanding, End | 12,942,360 | |
Weighted Average Exercise Price per Share, Beginning | $ 0.9 | |
Weighted Average Exercise Price per Share, Granted | 0.35 | |
Weighted Average Exercise Price per Share, Forfeited or expired | 0.82 | |
Weighted Average Exercise Price per Share, End | $ 0.65 | |
Weighted Average Remaining Life Options Outstanding (Years) | 7 years 3 months 4 days | 5 years 11 months 15 days |
Weighted Average Remaining Life Options Granted | 9 years 6 months 25 days | |
Weighted Average Remaining Life Options Forfeited or expired | 6 years 6 months | |
Aggregate Intrinsic Value Options, Outstanding Beginning | $ 508,206 | |
Aggregate Intrinsic Value Options Granted | 0 | |
Aggregate Intrinsic Value Options, Outstanding Ending | 916,842 | |
Options outstanding, Non-vested Awards | $ 3,895,463 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-vested Options granted, forfeited or expired and exercised (Details) | 6 Months Ended |
Jan. 31, 2021$ / sharesshares | |
Non-vested Options Expired | 0 |
Non-vested Options [Member] | |
Non-vested Options Outstanding, Beginning | 4,082,767 |
Non-vested Options Granted | 6,242,210 |
Non-vested Options Expired | 0 |
Non-vested Options Cancelled | (366,667) |
Non-vested Options Vested | (2,947,803) |
Non-vested Options Outstanding, End | 7,010,507 |
Weighted Average Grant Date Fair value, Beginning | $ / shares | $ 1.06 |
Weighted Average Grant Date Fair value, Granted | $ / shares | 0.35 |
Weighted Average Grant Date Fair value, Expired | $ / shares | 0 |
Weighted Average Grant Date Fair value, Cancelled | $ / shares | 0.79 |
Weighted Average Grant Date Fair value, Vested | $ / shares | 0.59 |
Weighted Average Grant Date Fair value, End | $ / shares | $ 0.64 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions used in Black-Scholes option-pricing (Details) | 6 Months Ended |
Jan. 31, 2021$ / shares | |
Time to expiration | 10 years |
Expected dividend | 0.00% |
Minimum [Member] | |
Exercise price | $ 0.31 |
Risk-free interest rate | 0.16% |
Estimated volatility | 148.30% |
Stock price at valuation date | $ 0.31 |
Maximum [Member] | |
Exercise price | $ 0.45 |
Risk-free interest rate | 0.18% |
Estimated volatility | 148.80% |
Stock price at valuation date | $ 0.45 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2020 | Jan. 31, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | |
Market value | $ 0.43 | $ 0.43 | ||
Compensation expense | $ 1,742,050 | $ 1,236,697 | ||
Stock Option Plan 2006 | ||||
Common stock reserved for future issuance | 0 | 0 | ||
Common stock reserved for future awards | 0 | |||
Options vested | 5,931,853 | |||
Stock Option Plan 2017 | ||||
Common stock reserved for future issuance | 240,000,000 | 240,000,000 | ||
Common stock reserved for future awards | 227,057,640 | |||
Stock Option Plan 2019 | ||||
Common stock reserved for future issuance | 1,680,000 | 1,680,000 | ||
Stock Options | ||||
Compensation expense | $ 531,043 | $ 1,742,050 | ||
Unrecognized compensation costs | $ 3,936,129 | $ 3,936,129 | ||
Unrecognized compensation period | 2 years 1 month 2 days | |||
Stock Options | Officers | ||||
Options granted | 6,242,210 | |||
Options granted per share | $ 0.45 | |||
Stock Options | Minimum [Member] | ||||
Vesting period | 0 months | |||
Stock Options | Maximum [Member] | ||||
Vesting period | 48 months |
Warrants (Details)
Warrants (Details) - $ / shares | Jan. 31, 2021 | Nov. 17, 2020 | Jul. 31, 2020 | Apr. 24, 2020 | Dec. 02, 2018 |
Initial Exercise Price | $ 0.23 | $ 0.18 | $ 2.5 | ||
Reset Exercise Price | $ 2.50 | $ 2.50 | |||
Total Warrants from PIPE deal | 60,772,618 | 567,553 | |||
Series A Warrants [Member] | |||||
Initial Exercise Price | $ 0.392 | ||||
Initial Warrants Issued | 5,102,040 | ||||
Additional Warrants Issued | 5,112,463 | ||||
Reset Exercise Price | $ 0.196 | ||||
Total Warrants from PIPE deal | 10,214,503 | ||||
Series B Warrants [Member] | |||||
Initial Exercise Price | $ 0.392 | ||||
Initial Warrants Issued | 15,306,120 | ||||
Additional Warrants Issued | 15,337,389 | ||||
Reset Exercise Price | $ 0.196 | ||||
Total Warrants from PIPE deal | 30,643,509 | ||||
Series C Warrants [Member] | |||||
Initial Exercise Price | $ 0.539 | ||||
Initial Warrants Issued | 10,204,080 | ||||
Additional Warrants Issued | 9,142,973 | ||||
Reset Exercise Price | $ 0.281 | ||||
Total Warrants from PIPE deal | 19,347,053 | ||||
Warrants [Member] | |||||
Initial Warrants Issued | 30,612,240 | ||||
Additional Warrants Issued | 29,592,825 | ||||
Total Warrants from PIPE deal | 60,205,065 |
Warrants (Details 1)
Warrants (Details 1) | 6 Months Ended |
Jan. 31, 2021USD ($)$ / sharesshares | |
Warrants Abstract | |
Number of Warrants Outstanding at beginning | 567,553 |
Number of Warrants Issued | 69,348,038 |
Number of Warrants Exercised | (9,142,973) |
Number of Warrants Expired | 0 |
Number of Warrants Outstanding at end | 60,772,618 |
Weighted Average Exercise Price per Share Outstanding at beginning | $ / shares | $ 2.5 |
Weighted Average Exercise Price per Share Issued | 0.19 |
Weighted Average Exercise Price per Share Exercied | $ / shares | $ 0.001 |
Weighted Average Exercise Price per Share Expired | $ / shares | .00 |
Weighted Average Exercise Price per Share Outstanding at end | $ / shares | $ 0.23 |
Weighted Average Remaining Life of Warrants Outstanding at beginning (Years) | 2 years 2 months 12 days |
Weighted Average Remaining Life of Warrants Issued | 5 years |
Weighted Average Remaining Life of Warrants Exercised | 5 years |
Weighted Average Remaining Life of Warrants Outstanding at end (Years) | 4 years 11 months 26 days |
Aggregate Intrinsic Value Warrants Outstanding at beginning | $ | $ 0 |
Aggregate Intrinsic Value Warrants issued | $ | 0 |
Aggregate Intrinsic Value Warrants Exercised | $ | 0 |
Aggregate Intrinsic Value Warrants Outstanding at end | $ | $ 12,541,446 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | Jan. 31, 2021 | Nov. 17, 2020 | Oct. 12, 2020 | Sep. 28, 2020 | Aug. 04, 2020 | Jul. 31, 2020 |
Warrants outstanding | 60,772,618 | 567,553 | ||||
Warrants issued | 4,183,575 | 29,592,825 | 30,612,240 | |||
Exercise price | $ 0.23 | $ 0.18 | $ 2.5 | |||
Series D Warrants [Member] | ||||||
Number of Warrants issued and exercised | 9,142,973 | 3,480,783 | 5,662,190 | |||
Exercise price | $ 0.001 | $ 0.001 |
Leases (Details)
Leases (Details) | Jan. 31, 2021USD ($) |
Warrants Abstract | |
2021 | $ 49,049 |
2022 | 69,775 |
2023 | 72,566 |
2024 | 12,172 |
Total undiscounted operating lease payments | 203,562 |
Less: Imputed interest | 24,388 |
Present value of operating lease liabilities | $ 179,174 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Jan. 13, 2021 | Jan. 31, 2021 | Jan. 31, 2021 |
Weighted-average remaining lease term | 2 years 5 months 23 days | 2 years 5 months 23 days | |
Weighted-average remaining discount rate | 10.00% | 10.00% | |
Operating lease expenses | $ 15,122 | $ 40,336 | |
Lease expiration date | Sep. 30, 2023 | ||
NuGenerex Health, LLC [Member] | |||
Lease term | 77 months | ||
Lease payment term, description | Payments start at $1,933 and $5,888 per month for each premise | ||
2021 [Member] | |||
Operating lease payments | $ 50,643 | ||
2022 [Member] | |||
Operating lease payments | 69,775 | ||
2023 [Member] | |||
Operating lease payments | 72,566 | ||
2024 [Member] | |||
Operating lease payments | $ 12,172 |
Net Income Per Share (EPS) - Sc
Net Income Per Share (EPS) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Total | 84,670,356 | 44,065,648 |
Convertible Debt | ||
Total | 6,771,804 | 34,374,900 |
Stock options | ||
Total | 12,942,360 | 9,123,195 |
Warrants | ||
Total | 64,956,192 | 567,553 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Jul. 31, 2020 | |
Pre-tax gain or (loss) arising from domestic operations | $ (35,887,596) | $ (34,291,142) |
Pre-tax (losses) arising from foreign operations | (6,419) | $ 59,049 |
NOL carryforwards | 224,300,000 | |
Decrease in deferred tax assets | 76,000,000 | |
Generex Pharmaceuticals | ||
NOL carryforwards | 34,400,000 | |
NGIO | ||
NOL carryforwards | 35,700,000 | |
Regentys | ||
NOL carryforwards | 6,800,000 | |
Olaregen | ||
NOL carryforwards | 4,500,000 | |
Veneto | ||
NOL carryforwards | $ 11,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 09, 2021 | Mar. 04, 2021 | Feb. 08, 2021 | Feb. 02, 2021 | Feb. 24, 2021 | Feb. 19, 2021 | Feb. 17, 2021 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | Oct. 26, 2018 |
Debt conversion, amount | $ 1,127,843 | $ 2,904,758 | |||||||||
Debt conversion, shares issued | 5,860,255 | 5,006,548 | |||||||||
Proceeds from related party loan | $ 0 | $ 10,000 | |||||||||
Purchase price | $ 682,000 | ||||||||||
Debt issuance discount | 85,078 | $ 425,120 | |||||||||
Payment for legal settlement | 350,140 | ||||||||||
Principal [Member] | |||||||||||
Debt conversion, amount | $ 1,077,452 | ||||||||||
Subsequent Event [Member] | |||||||||||
Sale of stock | 750,000 | ||||||||||
Proceeds from sale of stock | $ 271,874 | ||||||||||
Subsequent Event [Member] | Discover Growth Fund [Member] | |||||||||||
Payment for legal settlement | $ 2,253,312 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||
Debt conversion, shares issued | 201,072 | ||||||||||
Interest rate | 8.00% | ||||||||||
Principal amount | $ 1,689,500 | ||||||||||
Purchase price | 1,425,000 | ||||||||||
Debt issuance discount | $ 264,500 | ||||||||||
Debt conversion, warrants issued | 1,407,917 | ||||||||||
Subsequent Event [Member] | China Partners [Member] | |||||||||||
Proceeds from related party loan | $ 3,100,000 | ||||||||||
Subsequent Event [Member] | China Partners [Member] | Performance Guarantee Fee [Member] | |||||||||||
Proceeds from related party loan | 100,000 | ||||||||||
Subsequent Event [Member] | China Partners [Member] | Vaccine Development Initiatives [Member] | |||||||||||
Proceeds from related party loan | 3,000,000 | ||||||||||
Subsequent Event [Member] | Oasis [Member] | |||||||||||
Sale of stock | 750,000 | ||||||||||
Proceeds from sale of stock | $ 175,964 | ||||||||||
Stock issued | 500,000 | ||||||||||
Outstanding note payable | $ 144,224 | ||||||||||
Subsequent Event [Member] | Promissory note [Member] | |||||||||||
Debt conversion, shares issued | 255,104 | ||||||||||
Subsequent Event [Member] | Promissory note [Member] | Principal [Member] | |||||||||||
Debt conversion, amount | $ 90,000 | ||||||||||
Subsequent Event [Member] | Promissory note [Member] | Interest [Member] | |||||||||||
Debt conversion, amount | $ 9,490 | ||||||||||
Subsequent Event [Member] | NIVDC [Member] | |||||||||||
Proceeds from loan | $ 2,000,000 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Number of shares, converted | 300,000,000 | ||||||||||
Subsequent Event [Member] | Series A Super Voting Preferred Stock [Member] | |||||||||||
Conversion of shares, shares issued | 100,000 |