Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jul. 31, 2018 | Sep. 12, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | PharmaCyte Biotech, Inc. | |
Entity Central Index Key | 1,157,075 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,079,499,960 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Current Reporting Status | Yes | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2018 | Apr. 30, 2018 |
Current Assets: | ||
Cash | $ 1,831,282 | $ 1,059,798 |
Prepaid expenses and other current assets | 120,817 | 224,067 |
Total Current Assets | 1,952,099 | 1,283,865 |
Other assets: | ||
Intangibles | 3,549,427 | 3,549,427 |
Investment in SG Austria | 1,572,193 | 1,572,193 |
Other assets | 7,372 | 7,372 |
Total other assets | 5,128,992 | 5,128,992 |
Total Assets | 7,081,091 | 6,412,857 |
Current Liabilities: | ||
Accounts payable | 575,015 | 352,621 |
Accrued expenses | 307,928 | 291,547 |
Total current liabilities | 882,943 | 644,168 |
Total Liabilities | 882,943 | 644,168 |
Commitments and Contingencies (Notes 6 and 8) | 0 | 0 |
Stockholders' Equity | ||
Common stock, authorized 1,490,000,000 shares, $0.0001 par value, 1,079,499,960 and 1,013,260,644 shares issued and outstanding as of July 31, 2018 and April 30, 2018, respectively | 107,950 | 101,326 |
Additional paid in capital | 103,275,686 | 101,636,215 |
Accumulated deficit | (97,179,506) | (95,964,143) |
Accumulated other comprehensive loss | (5,982) | (4,709) |
Total stockholders' equity | 6,198,148 | 5,768,689 |
Total Liabilities and Stockholders' Equity | $ 7,081,091 | $ 6,412,857 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2018 | Apr. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, authorized | 1,490,000,000 | 1,490,000,000 |
Common stock issued | 1,079,499,960 | 1,013,260,644 |
Common stock, outstanding | 1,079,499,960 | 1,013,260,644 |
Common stock, par value | $ .0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Revenues: | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
Research and development costs | 267,794 | 427,670 |
Compensation expense | 417,190 | 581,434 |
Director fees | 81,130 | 96,346 |
Legal and professional | 147,636 | 195,109 |
General and administrative | 301,613 | 387,856 |
Total operating expenses | 1,215,363 | 1,688,415 |
Loss from operations | (1,215,363) | (1,688,415) |
Net loss | $ (1,215,363) | $ (1,688,415) |
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average shares outstanding basic and diluted | 1,046,496,430 | 925,579,393 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Income Statement [Abstract] | ||
Net Loss | $ (1,215,363) | $ (1,688,415) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (1,273) | (1,718) |
Other comprehensive loss | (1,273) | (1,718) |
Comprehensive loss | $ (1,216,636) | $ (1,690,133) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,215,363) | $ (1,688,415) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | 45,800 | 28,032 |
Stock issued for compensation | 92,070 | 171,600 |
Stock based compensation - options | 113,225 | 244,701 |
Change in assets and liabilities: | ||
Decrease in prepaid expenses and other current assets | 103,250 | 23,082 |
Increase in accounts payable | 222,394 | 262,584 |
Increase in accrued expenses | 16,381 | 22,849 |
Net cash used in operating activities | (622,243) | (935,567) |
Cash flows from investing activities: | ||
Net cash provided by (used in) investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from sale of common stock, net of issuance costs | 1,395,000 | 1,751,409 |
Net cash provided by financing activities | 1,395,000 | 1,751,409 |
Effect of currency rate exchange on cash | (1,273) | (1,718) |
Net increase in cash | 771,484 | 543,446 |
Cash at beginning of the period | 1,059,798 | 3,464,229 |
Cash at end of the period | $ 1,831,282 | $ 4,278,353 |
1. NATURE OF BUSINESS
1. NATURE OF BUSINESS | 3 Months Ended |
Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS PharmaCyte Biotech, Inc. (“Company”) is a clinical stage biotechnology company focused on developing and preparing to commercialize cellular therapies for cancer and diabetes based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box ® ® The Company is developing therapies for solid tumor cancers involving the encapsulation of live cells placed in the body to enable the activation of cancer-killing drugs at the source of the cancer. The Company is also developing a therapy for Type 1 diabetes and insulin-dependent Type 2 diabetes based upon the encapsulation, using the Cell-in-a-Box ® ® Cannabis Cancer Therapy Targeted Chemotherapy The Company is using the Cell-in-a-Box ® ® Pancreatic Cancer Therapy A critical unmet medical need exists for patients with locally advanced, inoperable non-metastatic pancreatic cancer (“LAPC”) whose pancreas tumors no longer respond after 4-6 months of treatment with either Abraxane ® ® Subject to FDA approval, the Company plans to commence a clinical trial involving patients with LAPC to test this hypothesis. The trial will take place in the United States (“U.S.”) with possible study sites in Europe. Malignant Ascites Fluid Therapy The Company is also developing a therapy to delay the production and accumulation of malignant ascites fluid that results from many types of abdominal tumors. Malignant ascites fluid is secreted by abdominal tumors into the abdomen after the tumors have reached a certain stage of growth. This fluid contains cancer cells that can seed and form new tumors throughout the abdomen. This fluid accumulates in the abdominal cavity, causing swelling of the abdomen, severe breathing difficulties and extreme pain. Malignant ascites fluid must be removed by paracentesis on a periodic basis. This procedure is painful and costly. There is no therapy that prevents or delays the production and accumulation of malignant ascites fluid. The Company has been involved in a series of preclinical studies conducted by Translational Drug Development (“TD2”) to determine if the combination of Cell-in-a-Box ® Diabetes Therapy Bio-Artificial Pancreas for Diabetes The Company plans to develop a therapy for Type 1 diabetes and insulin-dependent Type 2 diabetes. The Company is attempting to develop a therapy that involves encapsulation of human liver cells that have been genetically engineered to produce, store insulin and release insulin on demand at levels in proportion to the levels of blood sugar (glucose) in the human body. The Company is also exploring the possibility of encapsulating human-insulin producing cells (beta islet cells) and/or insulin-producing stem cells. All three types of cells will be encapsulated using the Cell-in-a-Box ® Cannabis Therapy Cannabinoids The Company plans to use Cannabinoids (chemical constituents of the Cannabis Cannabis ® To further its Cannabis Cannabis ® ® Company Background and Material Agreements The Company is a Nevada corporation incorporated in 1996. In 2013, the Company restructured its operations to focus on biotechnology. The restructuring resulted in the Company focusing all its efforts upon the development of a novel, effective and safe way to treat various types of cancer and diabetes. On January 6, 2015, the Company changed its name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. to reflect the nature of its business. In 2011, the Company entered an Asset Purchase Agreement with SG Austria Private Limited (“SG Austria APA”) to purchase 100% of the assets and liabilities of SG Austria Private Limited (“SG Austria”). Austrianova Singapore Pte. Ltd. (“Austrianova”) and Bio Blue Bird AG (“Bio Blue Bird”), then wholly-owned subsidiaries of SG Austria, were to become wholly-owned subsidiaries of the Company on the condition that the Company pay SG Austria $2.5 million and 100,000,000 shares of the common stock of the Company’s common stock. The Company was to receive 100,000 shares of common stock of Austrianova and nine bearer shares of Bio Blue Bird representing 100% of the ownership of Bio Blue Bird. Through two addenda to the SG Austria APA, the closing date of the SG Austria APA was extended twice by agreement between the parties. In June 2013, the Company and SG Austria entered a Third Addendum to the SG Austria APA (“Third Addendum”). The Third Addendum changed materially the transaction contemplated by the SG Austria APA. Under the Third Addendum, the Company acquired 100% of the equity interests in Bio Blue Bird and received a 14.5% equity interest in SG Austria. In addition, the Company received nine bearer shares of Bio Blue Bird to reflect its 100% ownership of Bio Blue Bird. The Company paid: (i) $500,000 to retire all outstanding debt of Bio Blue Bird; and (ii) $1.0 million to SG Austria. The Company also paid SG Austria $1,572,193 in exchange for the 14.5% equity interest in SG Austria. The Third Addendum required SG Austria to return the 100,000,000 shares of common stock held by SG Austria and for the Company to return the 100,000 shares of common stock of Austrianova the Company held. Effective as of the same date of the Third Addendum, the parties entered the Clarification Agreement to the Third Addendum (“Clarification Agreement”) to clarify and include certain language that was inadvertently left out of the Third Addendum. Among other things, the Clarification Agreement confirmed that the Third Addendum granted the Company an exclusive, worldwide license to use, with a right to sublicense, the Cell-in-a-Box ® ® With respect to Bio Blue Bird, Bavarian Nordic A/S (“Bavarian Nordic”) and GSF-Forschungszentrum für Umwelt u. Gesundheit GmbH (collectively, “Bavarian Nordic/GSF”) and Bio Blue Bird entered into the Bavarian Nordic/GSF License Agreement in July 2005 whereby Bio Blue Bird was granted a non-exclusive license to further develop, make, have made (including services under contract for Bio Blue Bird or a sub-licensee), by Contract Manufacturing Organizations, Contract Research Organizations, Consultants, Logistics Companies or others, obtain marketing approval, sell and offer for sale the clinical data generated from the second pancreatic cancer clinical trial which contained proprietary information from the 1 st Bavarian Nordic/GSF and Bio Blue Bird amended the Bavarian Nordic License Agreement in December 2006 to reflect: (i) the license granted was exclusive; (ii) the royalty rate increased from 3% to 4.5%; (iii) Bio Blue Bird assumed the patent prosecution expenses; and (iv) it was made clear that the license will survive as a license granted by one of the licensors if the other licensor rejects performance under the Bavarian Nordic License Agreement due to any actions or declarations of insolvency. In June 2013, the Company acquired from Austrianova an exclusive, worldwide license to use the Cell-in-a-Box ® In October 2014, the Company entered into an exclusive, worldwide license agreement (“Melligen Cell License Agreement”) with the University of Technology, Sydney (“UTS”) in Australia to use insulin-producing genetically engineered human liver cells developed by UTS to treat Type 1 diabetes and insulin-dependent Type 2 diabetes. These cells, named “Melligen,” were tested by UTS in mice and shown to produce insulin in direct proportion to the amount of glucose in their surroundings. In those studies, when Melligen cells were transplanted into immunosuppressed diabetic mice, the blood glucose levels of the mice became normal. In December 2014, the Company acquired from Austrianova an exclusive, worldwide license to use the Cell-in-a-Box ® ® ® In July 2016, the Company entered into a Binding Memorandum of Understanding with Austrianova (“Austrianova MOU”). Pursuant to the Austrianova MOU, Austrianova will actively work with the Company to seek an investment partner or partners who will finance clinical trials and further develop products for the Company’s therapy for cancer, in exchange for which the Company, Austrianova and any future investment partner will each receive a portion of the net revenue of cancer products. In October 2016, the parties amended the Bavarian Nordic/GSF License Agreement to include the right to import, reflect ownership and notification of improvements, clarify which provisions survive expiration or termination of the Bavarian Nordic/GSF License Agreement, to provide rights to Bio Blue Bird to the clinical data after expiration of the licensed patent rights and to change the notice address and recipients of Bio Blue Bird. In August 2017, the Company entered into a Binding Term Sheet (“Term Sheet”) with SG Austria and Austrianova pursuant to which the parties reached an agreement to amend certain provisions in the SG Austria APA, the Diabetes Licensing Agreement, the Cannabis Licensing Agreement and the Vin-de-Bona Consulting Agreement (defined below). The Term Sheet provides that the Company’s obligation to make milestone payments to Austrianova will be eliminated in their entirety under: (i) the Cannabis License Agreement; (ii) the Diabetes License Agreement; and (iii) the SG Austria APA. The Term Sheet also provides that the scope of the Diabetes License Agreement will be expanded to include all cell types and cell lines of any kind or description now or later identified, including, but not limited to, primary cells, mortal cells, immortal cells and stem cells at all stages of differentiation and from any source specifically designed to produce insulin for the treatment of diabetes. In addition, the Term Sheet provides that the Company will have a 5-year right of first refusal in the event that Austrianova chooses to sell, transfer or assign at any time during such period the Cell-in-a-Box ® ® ® ® ® The Term Sheet further provides that: (i) the royalty payments on gross sales as specified in the SG Austria APA, the Cannabis License Agreement and the Diabetes License Agreement will be changed to 4%; and (ii) the royalty payments on amounts received by the Company from sublicensees on sublicensees’ gross sales under the same agreements will be changed to 20% of the amount received by the Company from its sublicensees, provided, however , The Term Sheet also provides that Austrianova will receive 50% of any other financial and non-financial consideration received from the Company’s sublicensees of the Cell-in-a-Box ® The Term Sheet provides that the Company will pay Austrianova $150,000 per month for a period of six months upon the execution of the amendments to the Term Sheet. The Term Sheet provides that Dr. Günzburg, who currently serves as the Company’s Chief Scientific Officer, will not receive any cash compensation from the Company for services rendered as its Chief Scientific Officer under the Vin-de-Bona Consulting Agreement for a period of six months beginning September 1, 2017. Finally, the parties are obligated to negotiate in good faith, using reasonable commercial efforts, to negotiate the terms and conditions of amendments to the Agreements (defined in the Term Sheet), which upon execution will supersede the Term Sheet. In May 2018, the Company entered into the amendments contemplated by the Term Sheet (“Amendments”). The Amendments provide that the Company’s obligation to make milestone payments to Austrianova will be eliminated in their entirety under the: (i) Cannabis License Agreement; and (ii) the Diabetes License Agreement, as amended. The Amendments also provide that the Company’s obligation to make milestone payments to SG Austria pursuant to the SG Austria APA, as amended and clarified, will be eliminated in their entirety. One of the Amendments also provides that the scope of the Diabetes License Agreement will be expanded to include all cell types and cell lines of any kind or description now or later identified, including, but not limited to, primary cells, mortal cells, immortal cells and stem cells at all stages of differentiation and from any source specifically designed to produce insulin for the treatment of diabetes. In addition, one of the Amendments provides that the Company will have a 5-year right of first refusal from August 30, 2017 in the event that Austrianova chooses to sell, transfer or assign at any time during such period the Cell-in-a-Box ® ® ® The Amendments further provide that: (i) the royalty payments on gross sales as specified in the SG Austria APA, the Cannabis License Agreement and the Diabetes License Agreement will be changed to 4%; and (ii) the royalty payments on amounts received by the Company from sublicensees’ gross sales under the same agreements will be changed to 20% of the amount received by the Company’s sublicensees, provided, however , One of the Amendments requires the Company to pay $900,000 to Austrianova ratably over a nine-month period in the amount of two $50,000 payments each month during the nine-month period on the days of the month to be agreed upon between the parties, with a cure period of 20 calendar days after receipt by the Company of written notice from Austrianova that the Company has failed to pay timely a monthly payment. As of April 30, 2018, the $900,000 amount had been paid in full. The Amendments also provide that Austrianova will receive 50% of any other financial and non-financial consideration received from the Company’s sublicensees of the Cell-in-a-Box ® Finally, one of the Amendments provides that Dr. Günzburg will not receive any cash compensation from the Company for services rendered as the Company’s Chief Scientific Officer under the Vin-de-Bona Consulting Agreement for a period of six months beginning September 1, 2017. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General The accompanying Condensed Consolidated Financial Statements as of July 31, 2018 and for the three months ended July 31, 2018 and 2017 are unaudited. These unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Regulation S-X of the U.S Securities and Exchange Commission (“Commission”) and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete Condensed Consolidated Financial Statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2019. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended April 30, 2018 and the Notes thereto included in the Company’s Annual Report on Form 10-K for the period ended April 30, 2018 (“Form 10-K”) the Company filed with the Commission. The Condensed Consolidated Balance Sheet as of April 30, 2018 contained herein has been derived from the audited Consolidated Financial Statements as of April 30, 2018 but does not include all disclosures required by U.S. GAAP. Principles of Consolidation and Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company operates independently and through four wholly-owned subsidiaries: (i) Bio Blue Bird; (ii) PharmaCyte Biotech Europe Limited; (iii) PharmaCyte Biotech Australia Pty. Ltd.; and (iv) Viridis Biotech, Inc. and are prepared in accordance with U.S. GAAP and the rules and regulations of the Commission. Intercompany balances and transactions are eliminated. The Company’s 14.5% investment in SG Austria is presented on the cost method of accounting. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates these estimates including those related to fair values of financial instruments, intangible assets, fair value of stock-based awards, income taxes and contingent liabilities, among others. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s condensed consolidated financial position and results of operations. Intangible Assets The Financial Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year. The Company’s intangible assets are licensing agreements related to the Cell-in-a-Box ® These intangible assets have an indefinite life; therefore, they are not amortizable. The Company concluded that there was no impairment of the carrying value of the intangibles for the three months ended July 31, 2018 and 2017. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No impairment was identified or recorded during the three months ended July 31, 2018 and 2017. Fair Value of Financial Instruments For certain of the Company’s non-derivative financial instruments, including cash, accounts payable and accrued expenses, the carrying amount approximates fair value due to the short-term maturities of these instruments. Accounting Standards Codification ("ASC") Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures and ASC subtopic 825-10, Financial Instruments, which permit entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash, accounts payable and accrued expenses, as reflected in the condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. On December 22, 2017, the U.S. enacted the “Tax Cuts and Jobs Act” (“Tax Act”), which made significant changes to U.S. federal income tax law affecting the Company. Set forth below is a discussion of certain provisions of the Tax Act and the Company's assessment of the impact of such provisions on its financials. Effective January 1, 2018, the Company's U.S. income will be taxed at a 21 percent (subject to IRC Section 15 blended rate provisions) down from the 35 percent federal corporate rate. ASC 740-10-25-47 requires the Company to recognize the effect of this rate change on its deferred tax assets and liabilities in the period the tax rate change is enacted. As a result, the Company has concluded this will cause the Company's net deferred taxes to be remeasured at the new lower tax rate. The Company maintains a full valuation allowance on its U.S. net deferred tax assets. Deferred tax asset remeasurement (tax expense) will be offset by a net decrease in valuation allowance, resulting in no impact on the Company's income tax expense. Research and Development Research and development expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility has been established. Research and development costs for the three months ended July 31, 2018 and 2017 were $267,794 and $427,670, respectively. Stock-Based Compensation The Company recognizes stock-based compensation expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award, net of an estimated forfeiture rate. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model, which requires the input of highly subjective assumptions, including the option's expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. Thus, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at a financial institution located in California. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $1,435,000 and $772,000 at July 31, 2018 and April 30, 2018, respectively. The Company has not experienced any losses in such accounts. Management believes it is not exposed to any significant credit risk on cash. Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters Going Concern The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of July 31, 2018, the Company has an accumulated deficit of $97,179,506 and incurred a net loss for the three months ended July 31, 2018 of $1,215,363. The Company requires substantial additional capital to finance its planned business operations and expects to incur operating losses in future periods due to the expenses related to the Company’s core businesses. The Company has not realized any revenue since it commenced doing business in the biotechnology sector, and there can be no assurance that it will be successful in generating revenues in the future in this sector. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Over the past year, funding was provided by investors to maintain and expand the Company’s operations. Sales of the Company’s common stock were made under the initial Registration Statement on Form S-3 filed on October 17, 2014 (“First S-3”) allowing for offerings up to $50,000,000 and the second Registration Statement on Form S-3 filed on September 13, 2017 (“Second S-3”) allowing for offerings of up to $50,000,000 in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (“Securities Act”) or transactions structured as a public offering of a distinct block or blocks (“Block Trades”) of the shares of the Company’s common stock. Over the past year, the Company continued to acquire funds through the Company’s First S-3 and Second S-3 pursuant to which the placement agent sells shares of common stock “at-the-market” in a program which is structured to provide up to $50 million dollars to the Company less certain commissions pursuant to the First S-3 and up to $25 million dollars to the Company less certain commissions pursuant to the Second S-3. From May 1, 2017 through July 31, 2018 the Company raised capital of approximately $4.2 million in “at-the-market” and Block Trade transactions. The Company plans to continue selling securities under the Second S-3 and has commitments for $1.5 million, which the Company expects to receive in 2018. Additionally, the Company has the ability to reduce the research and development expenses significantly should the funding be delayed. Management determined that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company believes the cash on hand at July 31, 2018, the ability to use the Second S-3 to raise capital through at-the-market sales and Block Trades, sales of registered and unregistered shares of its common stock and any public offerings of common stock in which the Company may engage in will provide sufficient capital to meet the Company’s capital requirements and to fund the Company’s operations through September 30, 2019. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 " Revenue from Contracts with Customers “Revenue Recognition,” “Other Assets and Deferred Costs—Contracts with Customers.” Revenue with Customers — Deferral of the Effective Date ASU No. 2016-02, Leases ASU No, 2018-07, Compensation - Stock Compensation (Topic 718): - Improvements to Nonemployee Share-Based Payment Accounting, This pronouncement is effective for annual reporting periods beginning after December 15, 2018 but early adoption is permitted. The Company does not anticipate any material impact on its condensed consolidated financial statements upon the adoption of the following accounting pronouncements issued during 2016 and 2017: (i) ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash; Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. |
3. PREFERRED STOCK
3. PREFERRED STOCK | 3 Months Ended |
Jul. 31, 2018 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 3 – PREFERRED STOCK The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.0001, of which 13,500 shares have been designated as “Series E Convertible Preferred Stock.” There are no outstanding shares of preferred stock or Series E Convertible Preferred Stock. The Series E Convertible Preferred Stock has the following features: · The holders of Series E Convertible Preferred Stock are entitled to receive cash out of the assets of the Company before any amount is paid to the holders of any capital stock of the Company of any class junior in rank to the shares of Series E Convertible Preferred Stock; · Each share of Series E Convertible Preferred Stock is convertible, at the holder’s option, into shares of common stock at the average closing bid price of the common stock for five trading days prior to the conversion date; · The Company has the right, in its sole discretion, at any time 110 days after issuance of shares of Series E Convertible Preferred Stock, to redeem all the shares of Series E Convertible Preferred Stock upon thirty days advance written notice at a redemption price equal to the par value of the shares of the Series E Convertible Preferred Stock; and · At every meeting of stockholders every holder of shares of Series E Convertible Preferred Stock is entitled to 50,000 votes for each share of Series E Convertible Preferred Stock with the same and identical voting rights as a holder of a share of common stock. |
4. COMMON STOCK TRANSACTIONS
4. COMMON STOCK TRANSACTIONS | 3 Months Ended |
Jul. 31, 2018 | |
Equity [Abstract] | |
COMMON STOCK TRANSACTIONS | NOTE 4 – COMMON STOCK TRANSACTIONS A summary of the Company’s non-vested restricted stock activity and related weighted average grant date fair value information for the three months ended July 31, 2018 and 2017 are as follows: The Company awarded 6,600,000 shares of common stock to officers as part of their compensation agreements for 2017. These shares vest monthly over a twelve-month period and are subject to them continuing service under the agreements. During the three months ended July 31, 2018 and 2017, the Company recorded a non-cash compensation expense in the amount of $0 and $171,600, respectively. As of July 31, 2018, there were no unvested shares. During the three months ended July 31, 2017, the Company issued 1,250,000 shares of common stock to three directors of the Company’s Board of Directors (“Board”) pursuant to Board compensation agreements. The terms of the agreements are for twelve months. The shares vested upon issuance and the Company recorded a non-cash expense of $ 0 and $72,500 for the three months ended July 31, 2018 and 2017, respectively. As of July 31, 2018, there were no unvested shares. During the three months ended July 31, 2017, the Company issued 4,200,000 shares of common stock to three consultants. The terms of two of the agreements are for twelve months and one agreement is for eighteen months. The shares vest monthly over a twelve-month to eighteen-month period and are subject to the consultants providing services under the agreements. The Company recorded a non-cash consulting expense in the amount of $45,800 and $21,990 for the three months ended July 31, 2018 and 2017, respectively. As of July 31, 2018, there were 500,000 unvested shares. The Company awarded 6,600,000 shares of common stock to officers as part of their compensation agreements for 2018. These shares vest monthly over a twelve-month period and are subject to them continuing service under the agreements. During the three months ended July 31, 2018, the Company recorded a non-cash compensation expense in the amount of $92,070. As of July 31, 2018, there were 2,750,000 unvested shares. All shares were issued without registration under the Securities Act in reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act. During the three months ended July 31, 2018 and 2017, the Company sold and issued approximately 66.2 million and 62.4 million shares of common stock, respectively, at prices ranging from $0.02 to $0.08 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received proceeds of approximately $1.4 million and $1.8 million from the sale of these shares for the three months ended July 31, 2018 and 2017, respectively. A summary of the Company’s non-vested restricted stock activity and related weighted average grant date fair value information for the three months ended July 31, 2018 are as follows: Shares Weighted Average Grant Date Fair Value Non-vested, at April 30, 2018 5,600,000 $ 0.06 Granted – – Vested (2,350,000 ) 0.06 Forfeited – – Non-vested, at July 31, 2018 3,250,000 $ 0.06 |
5. STOCK OPTIONS AND WARRANTS
5. STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Jul. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 5 – STOCK OPTIONS AND WARRANTS Stock Options As of July 31, 2018, the Company had 95,250,000 outstanding stock options to its directors and officers (collectively, “Employee Options”) and consultants (“Non-Employee Options”). During the three months ended July 31, 2018 and 2017, the Company granted 0 and 2,450,000 Employee Options, respectively. The fair value of the Employee Options at the date of grant was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions: Three Months Ended July 31, 2018 2017 Risk-free interest rate – 2.0% Expected volatility – 107% Expected lives (years) – 2.5 Expected dividend yield – 0.00% During the three months ended July 31, 2018 and 2017, the Company granted Non-Employee Options of 0 and 4,200,000, respectively. The Non-Employee Options granted during the three months ended July 31, 2017 consisted of 4,200,000 guaranteed options and 0 non-guaranteed performance-based options. The fair value of the Non-Employee Options was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions: Three Months Ended July 31, 2018 2017 Risk-free interest rate 2.8% 1.8% Expected volatility 98% 108% Expected lives (years) 4.0 5.0 Expected dividend yield 0.00% 0.00% The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For stock option grants issued during the three months ended July 31, 2018 and 2017, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior now and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Company’s stock options of five years with the average vesting term of two and one-half years for an average of three years. The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. Non-Employee Option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period, the value of these options, as calculated using the Black-Scholes-Merton option-pricing model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly. As a result, the amount of the future compensation expense is subject to adjustment until the Non-Employee Options are fully vested. A summary of the Company’s stock option activity and related information for the three months ended July 31, 2018 are shown below: Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value per Share Outstanding, April 30, 2018 95,250,000 $ 0.11 $ 0.11 Issued – – – Forfeited – – – Exercised – – – Outstanding, July 31, 2018 95,250,000 $ 0.11 $ 0.11 Exercisable, July 31, 2018 91,000,000 $ 0.12 $ – Vested and expected to vest 95,250,000 $ 0.11 $ – A summary of the activity for unvested stock options during the three months ended July 31, 2018 is as follows: Options Weighted Average Grant Date Fair Value per Share Non-vested, April 30, 2018 7,200,000 $ 0.06 Granted – – Vested (2,950,000 ) 0.06 Forfeited – – Non-vested, July 31, 2018 4,250,000 $ 0.06 The Company recorded approximately $87,000 and $204,000 of stock-based compensation related to the issuance of Employee Options to certain officers and directors in exchange for services during the three months ended July 31, 2018 and 2017, respectively. At July 31, 2018, there remained approximately $128,000 of unrecognized compensation expense related to unvested Employee Options granted to officers and directors, to be recognized as expense over a weighted-average period of the remaining 5 months. The non-vested options vest at 750,000 shares per month and are expected to be fully vested on December 31, 2018. The Company recorded approximately $26,000 and $40,000 of stock-based compensation related to the issuance of Non-Employee Options in exchange for services during the three months ended July 31, 2018 and 2017, respectively. The non-vested Non-Employee Options vest at 100,000 shares per month and are expected to be fully vested on December 31, 2018. The following table summarizes ranges of outstanding stock options by exercise price at July 31, 2018: Exercise Price Number of Options Outstanding Weighted Average Remaining Contractual Life (years) of Outstanding Options Weighted Average Exercisable Price Number of Options Exercisable Weighted Average Exercise Price of Exercisable Options $ 0.19 25,000,000 0.83 $ 0.19 25,000,000 $ 0.19 $ 0.11 27,200,000 1.01 $ 0.11 27,200,000 $ 0.11 $ 0.18 250,000 1.11 $ 0.18 250,000 $ 0.18 $ 0.06 15,600,000 1.75 $ 0.06 15,600,000 $ 0.06 $ 0.10 10,450,000 2.63 $ 0.10 10,450,000 $ 0.10 $ 0.07 600,000 3.25 $ 0.07 600,000 $ 0.07 $ 0.06 1,250,000 2.21 $ 0.06 1,250,000 $ 0.06 $ 0.06 1,200,000 4.42 $ 0.06 1,200,000 $ 0.06 $ 0.07 1,200,000 4.25 $ 0.07 1,200,000 $ 0.07 $ 0.07 1,800,000 4.44 $ 0.07 1,300,000 $ 0.07 $ 0.09 1,200,000 2.23 $ 0.09 1,200,000 $ 0.09 $ 0.06 500,000 2.35 $ 0.06 500,000 $ 0.06 $ 0.06 9,000,000 2.95 $ 0.06 5,250,000 $ 0.06 Total 95,250,000 1.68 $ 0.11 91,000,000 $ 0.12 As of July 31, 2018, the aggregate intrinsic value of outstanding options was $1,400. This represents options whose exercise price was less than the closing fair market value of the Company’s common stock on July 31, 2018 of approximately $0.06 per share. Warrants The warrants issued by the Company are classified as equity. The fair value of the warrants was recorded as additional-paid-in-capital, and no further adjustments are made. For stock warrants paid in consideration of services rendered by non-employees, the Company recognizes consulting expense in accordance with the requirements of ASC 505. Effective May 24, 2017, the Company issued a common stock purchase warrant to the placement agent of the Company’s at-the-market and block trade offerings. The Company issued a warrant to purchase 833,333 shares based upon a block trade pursuant to the amended engagement agreement dated May 19, 2017 with the Company’s placement agent. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $0.03 per share. Using the Black-Scholes-Merton warrant pricing model, the Company determined the aggregate value of these warrants to be approximately $20,000. The warrants have a cashless exercise feature. Effective July 26, 2017, the Company issued a common stock purchase warrant to the placement agent of the Company’s at-the-market and block trade sales. The Company issued a warrant to purchase 2,000,000 shares based upon a block trade pursuant to the amended engagement agreement dated June 28, 2017 with the Company’s placement agent. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $0.03 per share. Using the Black-Scholes-Merton warrant pricing model, the Company determined the aggregate value of these warrants to be approximately $23,000. The warrants have a cashless exercise feature. Effective May 30, 2018, the Company issued a common stock purchase warrant to the placement agent of the Company’s at-the-market and block trade sales. The Company issued a warrant to purchase 1,388,889 shares based upon a block trade pursuant to the engagement agreement dated February 2, 2018 with the Company’s placement agent. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $0.02 per share. Using the Black-Scholes-Merton warrant pricing model, the Company determined the aggregate value of these warrants to be approximately $19,000. The warrants have a cashless exercise feature. Effective June 28, 2018, the Company issued a common stock purchase warrant to the placement agent of the Company’s at-the-market and block trade sales. The Company issued a warrant to purchase 1,923,077 shares based upon a block trade pursuant to the engagement agreement dated February 2, 2018 with the Company’s placement agent. The Company classified these warrants as equity, and the warrants have a term of five years with an exercise price of approximately $0.03 per share. Using the Black-Scholes-Merton warrant pricing model, the Company determined the aggregate value of these warrants to be approximately $38,000. The warrants have a cashless exercise feature. A summary of the Company’s warrant activity and related information for the three months ended July 31, 2018 are shown below: Warrants Weighted Average Exercise Price Outstanding, April 30, 2018 33,993,104 $ 0.10 Issued 3,311,966 0.02 Expired – – Outstanding, July 31, 2018 37,305,070 0.09 Exercisable, July 31, 2018 37,305,070 $ 0.09 The following table summarizes additional information concerning warrants outstanding and exercisable at July 31, 2018: Exercise Prices Number of Warrant Shares Exercisable at July 31, 2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.018, $0.025, $0.026, $0.03, $0.0575, $0.065, $0.11 and $0.12 37,305,070 2.67 $ 0.09 Five Year Term – $0.12 17,854,308 2.38 Five Year Term – $0.11 10,000,000 1.65 Five Year Term – $0.065 769,231 3.39 Five Year Term – $0.0575 869,565 3.68 Five Year Term – $0.03 2,500,000 4.33 Five Year Term – $0.026 1,923,077 4.91 Five Year Term – $0.025 2,000,000 3.99 Five Year Term – $0.018 1,388,889 4.83 37,305,070 |
6. LEGAL PROCEEDINGS
6. LEGAL PROCEEDINGS | 3 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 6 – LEGAL PROCEEDINGS The Company is not currently a party to any pending legal proceedings, material or otherwise. There are no legal proceedings to which any property of the Company is subject. |
7. RELATED PARTY TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jul. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The Company had the following related party transactions during the three months ended July 31, 2018 and 2017, respectively. The Company owns 14.5% of the equity in SG Austria and is reported on the cost method of accounting. SG Austria has two subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand Co., Ltd. The Company purchased products and services from these subsidiaries in the approximate amounts of $51,000 and $216,000 in the three months ended July 31, 2018 and 2017, respectively. In April 2014, the Company entered a consulting agreement (“Vin-de-Bona Consulting Agreement”) with Vin-de-Bona Trading Private Limited (“Vin-de-Bona”) pursuant to which it agreed to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Walter H. Günzburg and Dr. Brian Salmons, both of whom are involved in numerous aspects of the Company’s scientific endeavors relating to cancer and diabetes. The term of the agreement is for 12 months, automatically renewable for successive 12-month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. The amounts paid for the three months ended July 31, 2018 and 2017 were approximately $1,400 and $14,000 respectively. |
8. COMMITMENTS AND CONTINGENCIE
8. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company acquires assets still in development and enters research and development arrangements with third parties that often require milestone and royalty payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required, contingent upon the successful achievement of an important point in the development life-cycle of the pharmaceutical product (e.g., approval of the product for marketing by a regulatory agency). If required by the license agreements, the Company may have to make royalty payments based upon a percentage of the sales of the pharmaceutical products if regulatory approval for marketing is obtained. Office Lease Effective September 1, 2016, the Company entered into a new lease for office space at 23046 Avenida de la Carlota, Suite 600, Laguna Hills, California 92653 (“Leased Premises”). The term of the lease is for 12 months. In May 2017, the Company entered into an additional two-year lease for the Leased Premises, commencing upon the expiration of the term of the first lease. The term of the new lease expires on August 31, 2019. Rent expense for these offices for the three months ended July 31, 2018 and 2017 was $8,327 and $8,222, respectively. The following table summarizes the Company’s aggregate future minimum lease payments required under the office lease for the Leased Premises as of July 31, 2018. Periods Ending July 31, Amount 2018 $ 33,084 2019 2,757 $ 35,841 Material Agreements Amendments to Agreements with SG Austria and Austrianova In May 2018, the Company entered into the Amendments contemplated by the Term Sheet. The terms and conditions of the Amendments are summarized in Note 1 – Nature of Business, Company Background and Material Agreements. Melligen Cell License Agreement The Melligen Cell License Agreement requires that the Company pay royalty, milestone payments and patent costs to UTS as follows: · 6% gross exploitation revenue on product sales by the Company; · 25% of gross revenues if the product is sub-licensed by the Company; · Milestone payments of AU$ 50,000 at the successful conclusion of clinical studies, AU$ 100,000 at the successful conclusion of a Phase 1 clinical trial, AU$ 450,000 at the successful conclusion of a Phase 2 clinical trials and AU$ 3,000,000 upon conclusion of a Phase 3 clinical trial; and · Patent prosecution costs for the Melligen Cells plus a 15% patent administration fee to UTS related to the licensed intellectual property. Compensation Agreements The Company entered executive compensation agreements with its three executive officers in March 2015, each of which was amended in December 2015. The amendment has a term of two years. The Company also entered a compensation agreement with a Board member in April 2015 which continues in effect until the member is no longer on the Board. In March 2017, the Company amended the executive compensation agreements. The term for each agreement is two years from an effective date of January 1, 2017. At the same time, the Company amended the compensation agreement with the Board member referenced above. It continues in effect until the member is no longer on the Board. The Company has four independent directors. Each director receives the same compensation: (i) $12,500 in cash for each calendar quarter of service on the Board; (ii) 500,000 fully-paid, non-assessable shares of the Company’s restricted common stock (“Shares”) annually; and (iii) a five-year option to purchase 500,000 Shares annually at an exercise price equal to the fair market value of the Shares on the date of grant. The Shares and the Options fully vest on the date of the grants. The Company’s Chief Medical Officer (“CMO”) receives: (i) $10,000 in cash for each calendar month of service as the Company’s CMO; (ii) 1,200,000 Shares annually; and (iii) a five-year Option to purchase 1,200,000 Shares at an exercise price equal to the fair market value of the Shares on the date of the grant. The Shares and the Option Shares each vest in the amount of 100,000 Shares per month. The Company will indemnify the CMO for her work as the Company’s CMO. |
9. INCOME TAXES
9. INCOME TAXES | 3 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 - INCOME TAXES The Company had no income tax expense for the three months ended July 31, 2018 and 2017, respectively. During the three months ended July 31, 2018 and 2017, the Company had a net operating loss (“NOL”) for each period which generated deferred tax assets for NOL carryforwards. The Company provided valuation allowances against the net deferred tax assets including the deferred tax assets for NOL carryforwards. Valuation allowances provided for the net deferred tax asset increased by approximately $301,000 and $565,000 for the three months ended July 31, 2018 and 2017, respectively. There was no material difference between the effective tax rate and the projected blended statutory tax rate for the three months ended July 31, 2018 and 2017. In assessing the realization of deferred tax assets, management considered whether it is more likely than not that some portion or all the deferred asset will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on the available objective evidence, including the history of operating losses and the uncertainty of generating future taxable income, management believes it is more likely than not that the net deferred tax assets at July 31, 2018 will not be fully realizable. Accordingly, management has maintained a valuation allowance against the net deferred tax assets at July 31, 2018. The Tax Act was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate income tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. The Company is applying the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act. The Company’s accounting for the Tax Act is incomplete, as noted at year-end. However, the Company is able to reasonably estimate certain effects and, therefore, recorded provisional adjustments at April 30, 2018 associated with the reduction of the US federal corporate tax rate. During the quarter ended July 31, 2018, the Company recognized no adjustments to the provisional amounts recorded at April 30, 2018 and has not completed the Company’s accounting for all of the tax effects of the Tax Act. The Company is awaiting further guidance from U.S. federal and state regulatory bodies with regards to the final accounting and reporting of these items in the several jurisdictions where the Company files tax returns. In all cases the Company will continue to make and refine its calculations as additional analysis is completed. The Company’s estimates may also be affected as it gains a more thorough understanding of the tax law. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the three months ended July 31, 2018 and 2017, the Company had accrued no interest or penalties related to uncertain tax positions. See Note 9 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2018 for additional information regarding income taxes. |
10. EARNINGS PER SHARE
10. EARNINGS PER SHARE | 3 Months Ended |
Jul. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 10 – EARNINGS PER SHARE Basic earnings (loss) per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares and potentially dilutive common shares outstanding during the period increased to include the number of additional shares of common stock that would be outstanding if the potentially dilutive securities had been issued. Potential common shares outstanding principally include stock options and warrants. During the three months ended July 31, 2018 and 2017, the Company incurred losses. Accordingly, the effect of any common stock equivalent would be anti-dilutive during those periods and are not included in the calculation of diluted weighted average number of shares outstanding. The table below sets forth the basic loss per share calculations: Three Months Ended July 31, 2018 2017 Net loss $ (1,215,363 ) $ (1,688,415 ) Basic weighted average number of shares outstanding 1,046,496,430 925,579,393 Diluted weighted average number of shares outstanding 1,046,496,430 925,579,393 Basic and diluted loss per share $ (0.00 ) $ (0.00 ) The table below sets forth these potentially dilutive securities: Three Months Ended July 31, 2018 2017 Excluded options 95,250,000 85,750,000 Excluded warrants 37,305,070 70,686,837 Total excluded options and warrants 132,555,070 156,436,837 |
2. SUMMARY OF SIGNIFICANT ACC17
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company operates independently and through four wholly-owned subsidiaries: (i) Bio Blue Bird; (ii) PharmaCyte Biotech Europe Limited; (iii) PharmaCyte Biotech Australia Pty. Ltd.; and (iv) Viridis Biotech, Inc. and are prepared in accordance with U.S. GAAP and the rules and regulations of the Commission. Intercompany balances and transactions are eliminated. The Company’s 14.5% investment in SG Austria is presented on the cost method of accounting. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates these estimates including those related to fair values of financial instruments, intangible assets, fair value of stock-based awards, income taxes and contingent liabilities, among others. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s condensed consolidated financial position and results of operations. |
Intangible Assets | Intangible Assets The Financial Accounting Standards Board ("FASB") standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year. The Company’s intangible assets are licensing agreements related to the Cell-in-a-Box ® These intangible assets have an indefinite life; therefore, they are not amortizable. The Company concluded that there was no impairment of the carrying value of the intangibles for the three months ended July 31, 2018 and 2017. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No impairment was identified or recorded during the three months ended July 31, 2018 and 2017. |
Fair value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s non-derivative financial instruments, including cash, accounts payable and accrued expenses, the carrying amount approximates fair value due to the short-term maturities of these instruments. Accounting Standards Codification ("ASC") Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures and ASC subtopic 825-10, Financial Instruments, which permit entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash, accounts payable and accrued expenses, as reflected in the condensed consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. |
Income Taxes | Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authority or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. On December 22, 2017, the U.S. enacted the “Tax Cuts and Jobs Act” (“Tax Act”), which made significant changes to U.S. federal income tax law affecting the Company. Set forth below is a discussion of certain provisions of the Tax Act and the Company's assessment of the impact of such provisions on its financials. Effective January 1, 2018, the Company's U.S. income will be taxed at a 21 percent (subject to IRC Section 15 blended rate provisions) down from the 35 percent federal corporate rate. ASC 740-10-25-47 requires the Company to recognize the effect of this rate change on its deferred tax assets and liabilities in the period the tax rate change is enacted. As a result, the Company has concluded this will cause the Company's net deferred taxes to be remeasured at the new lower tax rate. The Company maintains a full valuation allowance on its U.S. net deferred tax assets. Deferred tax asset remeasurement (tax expense) will be offset by a net decrease in valuation allowance, resulting in no impact on the Company's income tax expense. |
Research and Development | Research and Development Research and development expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility has been established. Research and development costs for the three months ended July 31, 2018 and 2017 were $267,794 and $427,670, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award, net of an estimated forfeiture rate. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model, which requires the input of highly subjective assumptions, including the option's expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. Thus, if factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at a financial institution located in California. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $1,435,000 and $772,000 at July 31, 2018 and April 30, 2018, respectively. The Company has not experienced any losses in such accounts. Management believes it is not exposed to any significant credit risk on cash. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters |
Going Concern | Going Concern The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of July 31, 2018, the Company has an accumulated deficit of $97,179,506 and incurred a net loss for the three months ended July 31, 2018 of $1,215,363. The Company requires substantial additional capital to finance its planned business operations and expects to incur operating losses in future periods due to the expenses related to the Company’s core businesses. The Company has not realized any revenue since it commenced doing business in the biotechnology sector, and there can be no assurance that it will be successful in generating revenues in the future in this sector. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Over the past year, funding was provided by investors to maintain and expand the Company’s operations. Sales of the Company’s common stock were made under the initial Registration Statement on Form S-3 filed on October 17, 2014 (“First S-3”) allowing for offerings up to $50,000,000 and the second Registration Statement on Form S-3 filed on September 13, 2017 (“Second S-3”) allowing for offerings of up to $50,000,000 in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (“Securities Act”) or transactions structured as a public offering of a distinct block or blocks (“Block Trades”) of the shares of the Company’s common stock. Over the past year, the Company continued to acquire funds through the Company’s First S-3 and Second S-3 pursuant to which the placement agent sells shares of common stock “at-the-market” in a program which is structured to provide up to $50 million dollars to the Company less certain commissions pursuant to the First S-3 and up to $25 million dollars to the Company less certain commissions pursuant to the Second S-3. From May 1, 2017 through July 31, 2018 the Company raised capital of approximately $4.2 million in “at-the-market” and Block Trade transactions. The Company plans to continue selling securities under the Second S-3 and has commitments for $1.5 million, which the Company expects to receive in 2018. Additionally, the Company has the ability to reduce the research and development expenses significantly should the funding be delayed. Management determined that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company believes the cash on hand at July 31, 2018, the ability to use the Second S-3 to raise capital through at-the-market sales and Block Trades, sales of registered and unregistered shares of its common stock and any public offerings of common stock in which the Company may engage in will provide sufficient capital to meet the Company’s capital requirements and to fund the Company’s operations through September 30, 2019. |
Recent accounting pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 " Revenue from Contracts with Customers “Revenue Recognition,” “Other Assets and Deferred Costs—Contracts with Customers.” Revenue with Customers — Deferral of the Effective Date ASU No. 2016-02, Leases ASU No, 2018-07, Compensation - Stock Compensation (Topic 718): - Improvements to Nonemployee Share-Based Payment Accounting, This pronouncement is effective for annual reporting periods beginning after December 15, 2018 but early adoption is permitted. The Company does not anticipate any material impact on its condensed consolidated financial statements upon the adoption of the following accounting pronouncements issued during 2016 and 2017: (i) ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows (Topic 230): Restricted Cash; Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. |
4. COMMON STOCK TRANSACTIONS (T
4. COMMON STOCK TRANSACTIONS (Tables) | 3 Months Ended |
Jul. 31, 2018 | |
Equity [Abstract] | |
Schedule of non-vested restricted stock activity | Shares Weighted Average Grant Date Fair Value Non-vested, at April 30, 2018 5,600,000 $ 0.06 Granted – – Vested (2,350,000 ) 0.06 Forfeited – – Non-vested, at July 31, 2018 3,250,000 $ 0.06 |
5. STOCK OPTIONS AND WARRANTS (
5. STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Jul. 31, 2018 | |
Employee stock option activity | Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value per Share Outstanding, April 30, 2018 95,250,000 $ 0.11 $ 0.11 Issued – – – Forfeited – – – Exercised – – – Outstanding, July 31, 2018 95,250,000 $ 0.11 $ 0.11 Exercisable, July 31, 2018 91,000,000 $ 0.12 $ – Vested and expected to vest 95,250,000 $ 0.11 $ – |
Unvested employee stock option activity | Options Weighted Average Grant Date Fair Value per Share Non-vested, April 30, 2018 7,200,000 $ 0.06 Granted – – Vested (2,950,000 ) 0.06 Forfeited – – Non-vested, July 31, 2018 4,250,000 $ 0.06 |
Range of outstanding stock options | Exercise Price Number of Options Outstanding Weighted Average Remaining Contractual Life (years) of Outstanding Options Weighted Average Exercisable Price Number of Options Exercisable Weighted Average Exercise Price of Exercisable Options $ 0.19 25,000,000 0.83 $ 0.19 25,000,000 $ 0.19 $ 0.11 27,200,000 1.01 $ 0.11 27,200,000 $ 0.11 $ 0.18 250,000 1.11 $ 0.18 250,000 $ 0.18 $ 0.06 15,600,000 1.75 $ 0.06 15,600,000 $ 0.06 $ 0.10 10,450,000 2.63 $ 0.10 10,450,000 $ 0.10 $ 0.07 600,000 3.25 $ 0.07 600,000 $ 0.07 $ 0.06 1,250,000 2.21 $ 0.06 1,250,000 $ 0.06 $ 0.06 1,200,000 4.42 $ 0.06 1,200,000 $ 0.06 $ 0.07 1,200,000 4.25 $ 0.07 1,200,000 $ 0.07 $ 0.07 1,800,000 4.44 $ 0.07 1,300,000 $ 0.07 $ 0.09 1,200,000 2.23 $ 0.09 1,200,000 $ 0.09 $ 0.06 500,000 2.35 $ 0.06 500,000 $ 0.06 $ 0.06 9,000,000 2.95 $ 0.06 5,250,000 $ 0.06 Total 95,250,000 1.68 $ 0.11 91,000,000 $ 0.12 |
Warrant activity | Warrants Weighted Average Exercise Price Outstanding, April 30, 2018 33,993,104 $ 0.10 Issued 3,311,966 0.02 Expired – – Outstanding, July 31, 2018 37,305,070 0.09 Exercisable, July 31, 2018 37,305,070 $ 0.09 |
Schedule of warrants outstanding and exercisable | Exercise Prices Number of Warrant Shares Exercisable at July 31, 2018 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $0.018, $0.025, $0.026, $0.03, $0.0575, $0.065, $0.11 and $0.12 37,305,070 2.67 $ 0.09 Five Year Term – $0.12 17,854,308 2.38 Five Year Term – $0.11 10,000,000 1.65 Five Year Term – $0.065 769,231 3.39 Five Year Term – $0.0575 869,565 3.68 Five Year Term – $0.03 2,500,000 4.33 Five Year Term – $0.026 1,923,077 4.91 Five Year Term – $0.025 2,000,000 3.99 Five Year Term – $0.018 1,388,889 4.83 37,305,070 |
Employee Options [Member] | |
Assumptions | Three Months Ended July 31, 2018 2017 Risk-free interest rate – 2.0% Expected volatility – 107% Expected lives (years) – 2.5 Expected dividend yield – 0.00% |
Non-Employee Options [Member] | |
Assumptions | Three Months Ended July 31, 2018 2017 Risk-free interest rate 2.8% 1.8% Expected volatility 98% 108% Expected lives (years) 4.0 5.0 Expected dividend yield 0.00% 0.00% |
8. COMMITMENTS AND CONTINGENC20
8. COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating leases | Periods Ending July 31, Amount 2018 $ 33,084 2019 2,757 $ 35,841 |
10. EARNINGS PER SHARE (Tables)
10. EARNINGS PER SHARE (Tables) | 3 Months Ended |
Jul. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per share calculations | Three Months Ended July 31, 2018 2017 Net loss $ (1,215,363 ) $ (1,688,415 ) Basic weighted average number of shares outstanding 1,046,496,430 925,579,393 Diluted weighted average number of shares outstanding 1,046,496,430 925,579,393 Basic and diluted loss per share $ (0.00 ) $ (0.00 ) |
Schedule of potentially dilutive securities | Three Months Ended July 31, 2018 2017 Excluded options 95,250,000 85,750,000 Excluded warrants 37,305,070 70,686,837 Total excluded options and warrants 132,555,070 156,436,837 |
2. SIGNIFICANT ACCOUNTING POLIC
2. SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Apr. 30, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Intangible assets | $ 3,549,427 | $ 3,549,427 | |
Impairment of intangible assets | 0 | $ 0 | |
Impairment of long-lived assets | $ 0 | 0 | |
U.S. federal income tax rate | 21.00% | ||
Research and development costs | $ 267,794 | 427,670 | |
Uninsured cash balances | 1,435,000 | 772,000 | |
Accumulated deficit | (97,179,506) | $ (95,964,143) | |
Net loss | $ (1,215,363) | $ (1,688,415) | |
SG Austria [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage investment in SG Austria | 14.50% | ||
Cell-in-a-Box [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Intangible assets | $ 1,549,427 | ||
Diabetes License [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Intangible assets | $ 2,000,000 |
3. PREFERRED STOCK (Details Nar
3. PREFERRED STOCK (Details Narrative) | Jul. 31, 2018$ / sharesshares |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Series E Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 13,500 |
4. COMMON STOCK TRANSACTIONS (D
4. COMMON STOCK TRANSACTIONS (Details - Nonvested Restricted Stock activity) - Restricted Stock [Member] | 3 Months Ended |
Jul. 31, 2018$ / sharesshares | |
Options Outstanding | |
Beginning balance | shares | 5,600,000 |
Granted | shares | 0 |
Vested | shares | (2,350,000) |
Forfeited | shares | 0 |
Ending balance | shares | 3,250,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 0.06 |
Granted | $ / shares | |
Vested | $ / shares | 0.06 |
Forfeited | $ / shares | |
Ending balance | $ / shares | $ 0.06 |
4. COMMON STOCK TRANSACTIONS 25
4. COMMON STOCK TRANSACTIONS (Details Narrative) - Common Stock [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | |
Stock issued new, shares | 66,200,000 | 62,400,000 | ||
Proceeds from sale of equity | $ 1,400,000 | $ 1,800,000 | ||
3 Consultants [Member] | ||||
Stock issued for compensation, shares | 4,200,000 | |||
Common stock vested | 3,700,000 | |||
Stock based compensation expense | $ 45,800 | $ 21,990 | ||
Shares remaining to vest | 500,000 | |||
2017 Compensation Agreement [Member] | Officers [Member] | ||||
Stock issued for compensation, shares | 6,600,000 | |||
Common stock vested | 6,600,000 | |||
Stock based compensation expense | $ 0 | $ 171,600 | ||
Shares remaining to vest | 0 | |||
Board of Directors [Member] | 3 Directors [Member] | ||||
Stock issued for compensation, shares | 1,250,000 | |||
Common stock vested | 1,250,000 | |||
Stock based compensation expense | $ 0 | $ 72,500 | ||
Shares remaining to vest | 0 | |||
2018 Compensation Agreement [Member] | Officers [Member] | ||||
Stock issued for compensation, shares | 6,600,000 | |||
Common stock vested | 3,850,000 | |||
Stock based compensation expense | $ 92,070 | |||
Shares remaining to vest | 2,750,000 |
5. STOCK OPTIONS AND WARRANTS26
5. STOCK OPTIONS AND WARRANTS (Details - Option Assumptions) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Employee Options [Member] | ||
Risk-free interest rate | 2.00% | |
Expected volatility | 107.00% | |
Expected lives (years) | 2 years 6 months | |
Expected dividend yield | 0.00% | |
Non-Employee Options [Member] | ||
Risk-free interest rate | 2.80% | 1.80% |
Expected volatility | 98.00% | 108.00% |
Expected lives (years) | 4 years | 5 years |
Expected dividend yield | 0.00% | 0.00% |
5. STOCK OPTIONS AND WARRANTS27
5. STOCK OPTIONS AND WARRANTS (Details - Option activity) - $ / shares | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Options Outstanding | ||
Ending balance | 79,100,000 | |
Options [Member] | ||
Options Outstanding | ||
Beginning balance | 95,250,000 | |
Issued/Granted | 0 | 2,450,000 |
Forfeited | 0 | |
Exercised | 0 | |
Ending balance | 95,250,000 | |
Exercisable | 91,000,000 | |
Vested and expected to vest | 95,250,000 | |
Weighted Average Exercise Price | ||
Beginning balance | $ 0.11 | |
Issued | ||
Forfeited | ||
Exercised | ||
Ending balance | 0.11 | |
Exercisable | 0.12 | |
Vested and expected to vest | 0.11 | |
Beginning balance | 0.11 | |
Issued | ||
Forfeited | ||
Ending balance | $ 0.11 |
5. STOCK OPTIONS AND WARRANTS28
5. STOCK OPTIONS AND WARRANTS (Details - Nonvested Option activity) - Options [Member] - $ / shares | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Options Outstanding | ||
Non-vested, beginning balance | 7,200,000 | |
Granted | 0 | 2,450,000 |
Vested | (2,950,000) | |
Forfeited | 0 | |
Non-vested, ending balance | 4,250,000 | |
Weighted Average Exercise Price | ||
Non-vested, beginning balance | $ 0.06 | |
Granted | ||
Vested | 0.06 | |
Forfeited | ||
Non-vested, ending balance | $ 0.06 |
5. STOCK OPTIONS AND WARRANTS29
5. STOCK OPTIONS AND WARRANTS (Details - Options by exercise price) - $ / shares | 3 Months Ended | ||
Jul. 31, 2018 | Apr. 30, 2018 | Jul. 31, 2017 | |
Number of Options | 79,100,000 | ||
Options [Member] | |||
Number of Options | 95,250,000 | 95,250,000 | |
Weighted Average Remaining Contractual LIfe (years) | 1 year 8 months 5 days | ||
Weighted Average Stock Price | $ 0.11 | ||
Numer of Options Exercisable | 91,000,000 | ||
Weighted Average Exercise Price | $ 0.12 | ||
$0.19 [Member] | |||
Number of Options | 25,000,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 9 months 29 days | ||
Weighted Average Stock Price | $ 0.19 | ||
Numer of Options Exercisable | 25,000,000 | ||
Weighted Average Exercise Price | $ 0.19 | ||
$0.11 [Member] | |||
Number of Options | 27,200,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 1 year 4 days | ||
Weighted Average Stock Price | $ 0.11 | ||
Numer of Options Exercisable | 27,200,000 | ||
Weighted Average Exercise Price | $ 0.11 | ||
$0.18 [Member] | |||
Number of Options | 250,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 1 year 1 month 10 days | ||
Weighted Average Stock Price | $ 0.18 | ||
Numer of Options Exercisable | 250,000 | ||
Weighted Average Exercise Price | $ 0.18 | ||
$0.06 [Member] | |||
Number of Options | 15,600,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 1 year 9 months | ||
Weighted Average Stock Price | $ 0.06 | ||
Numer of Options Exercisable | 15,600,000 | ||
Weighted Average Exercise Price | $ 0.06 | ||
$0.10 [Member] | |||
Number of Options | 10,450,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 2 years 7 months 17 days | ||
Weighted Average Stock Price | $ 0.10 | ||
Numer of Options Exercisable | 10,450,000 | ||
Weighted Average Exercise Price | $ 0.10 | ||
$0.07 [Member] | |||
Number of Options | 600,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 3 years 3 months | ||
Weighted Average Stock Price | $ 0.07 | ||
Numer of Options Exercisable | 600,000 | ||
Weighted Average Exercise Price | $ 0.07 | ||
$0.06 [Member] | |||
Number of Options | 1,250,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 2 years 2 months 16 days | ||
Weighted Average Stock Price | $ 0.06 | ||
Numer of Options Exercisable | 1,250,000 | ||
Weighted Average Exercise Price | $ 0.06 | ||
$0.06 [Member] | |||
Number of Options | 1,200,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 4 years 5 months 1 day | ||
Weighted Average Stock Price | $ 0.06 | ||
Numer of Options Exercisable | 1,200,000 | ||
Weighted Average Exercise Price | $ 0.06 | ||
$0.07 [Member] | |||
Number of Options | 1,200,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 4 years 3 months | ||
Weighted Average Stock Price | $ 0.07 | ||
Numer of Options Exercisable | 1,200,000 | ||
Weighted Average Exercise Price | $ 0.07 | ||
$0.07 [Member] | |||
Number of Options | 1,800,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 4 years 5 months 8 days | ||
Weighted Average Stock Price | $ 0.07 | ||
Numer of Options Exercisable | 1,300,000 | ||
Weighted Average Exercise Price | $ 0.07 | ||
$0.09 [Member] | |||
Number of Options | 1,200,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 2 years 2 months 23 days | ||
Weighted Average Stock Price | $ 0.09 | ||
Numer of Options Exercisable | 1,200,000 | ||
Weighted Average Exercise Price | $ 0.09 | ||
$0.06 [Member] | |||
Number of Options | 500,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 2 years 4 months 6 days | ||
Weighted Average Stock Price | $ 0.06 | ||
Numer of Options Exercisable | 500,000 | ||
Weighted Average Exercise Price | $ 0.06 | ||
$0.06 [Member] | |||
Number of Options | 9,000,000 | ||
Weighted Average Remaining Contractual LIfe (years) | 2 years 11 months 12 days | ||
Weighted Average Stock Price | $ 0.06 | ||
Numer of Options Exercisable | 5,250,000 | ||
Weighted Average Exercise Price | $ 0.06 |
5. STOCK OPTIONS AND WARRANTS30
5. STOCK OPTIONS AND WARRANTS (Details - Warrant activity) - Warrants [Member] | 3 Months Ended |
Jul. 31, 2018$ / sharesshares | |
Warrants outstanding, beginning balance | shares | 33,993,104 |
Warrants issued | shares | 3,311,966 |
Warrants expired | shares | 0 |
Warrants outstanding, ending balance | shares | 37,305,070 |
Warrants exercisable | shares | 37,305,070 |
Weighted average exercise price warrants outstanding, beginning balance | $ / shares | $ 0.10 |
Weighted average exercise price warrants issued | $ / shares | 0.02 |
Weighted average exercise price warrants expired | $ / shares | |
Weighted average exercise price warrants outstanding, ending balance | $ / shares | 0.09 |
Weighted average exercise price warrants exercisable | $ / shares | $ 0.09 |
5. STOCK OPTIONS AND WARRANTS31
5. STOCK OPTIONS AND WARRANTS (Details - Warrants by exercise price) | 3 Months Ended |
Jul. 31, 2018$ / sharesshares | |
Warrants [Member] | |
Number of Warrants exercisable | 37,305,070 |
Weighted average exercise price exercisable | $ / shares | $ 0.09 |
$0.018, $0.025, $0.026, $0.03, $0.0575, $0.065, $0.11 and $0.12 | |
Number of Warrants exercisable | 37,305,070 |
Weighted average remaining contractual term | 2 years 8 months 2 days |
Weighted average exercise price exercisable | $ / shares | $ 0.09 |
Five Year Term $0.12 [Member] | |
Number of Warrants exercisable | 17,854,308 |
Weighted average remaining contractual term | 2 years 4 months 17 days |
Five Year Term $0.11 [Member] | |
Number of Warrants exercisable | 10,000,000 |
Weighted average remaining contractual term | 1 year 7 months 24 days |
Five Year Term $0.065 [Member] | |
Number of Warrants exercisable | 769,231 |
Weighted average remaining contractual term | 3 years 4 months 20 days |
Five Year Term $0.0575 [Member] | |
Number of Warrants exercisable | 869,565 |
Weighted average remaining contractual term | 3 years 8 months 5 days |
Five Year Term $0.03 [Member] | |
Number of Warrants exercisable | 2,500,000 |
Weighted average remaining contractual term | 4 years 3 months 29 days |
Five Year Term $0.026[Member] | |
Number of Warrants exercisable | 1,923,077 |
Weighted average remaining contractual term | 4 years 10 months 28 days |
Five Year Term $0.025 [Member] | |
Number of Warrants exercisable | 2,000,000 |
Weighted average remaining contractual term | 3 years 11 months 26 days |
Five Year Term $0.018 [Member] | |
Number of Warrants exercisable | 1,388,889 |
Weighted average remaining contractual term | 4 years 9 months 29 days |
5. STOCK OPTIONS AND WARRANTS32
5. STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Apr. 30, 2018 | |
Options outstanding | 79,100,000 | ||
Stock based compensation - options | $ 113,225 | $ 244,701 | |
Options [Member] | |||
Options outstanding | 95,250,000 | 95,250,000 | |
Options granted in period | 0 | 2,450,000 | |
Aggregate intrinsic value | $ 1,400 | ||
Aggregate intrinsic value per share | $ 0.06 | ||
Non-Employee Options [Member] | |||
Options granted in period | 0 | 4,200,000 | |
Stock based compensation - options | $ 26,000 | $ 40,000 | |
Non-Employee Options [Member] | Guaranteed Options [Member] | |||
Options granted in period | 4,200,000 | ||
Non-Employee Options [Member] | Non-Guaranteed Options [Member] | |||
Options granted in period | 0 | ||
Employee Options [Member] | |||
Stock based compensation - options | 87,000 | $ 204,000 | |
Unrecognized compensation expense | $ 128,000 | ||
Unrecognized compensation expense weighted-average period | 5 months | ||
Warrants [Member] | Placement Agent [Member] | May 24, 2017 [Member] | |||
Warrants issued, shares | 833,333 | ||
Aggregate fair value of warrants issued | $ 20,000 | ||
Warrants [Member] | Placement Agent [Member] | July 26, 2017 [Member] | |||
Warrants issued, shares | 2,000,000 | ||
Aggregate fair value of warrants issued | $ 23,000 | ||
Warrants [Member] | Placement Agent [Member] | May 30, 2018 [Member] | |||
Warrants issued, shares | 1,388,889 | ||
Aggregate fair value of warrants issued | $ 19,000 | ||
Warrants [Member] | Placement Agent [Member] | June 28, 2018 [Member] | |||
Warrants issued, shares | 1,923,077 | ||
Aggregate fair value of warrants issued | $ 38,000 |
7. RELATED PARTY TRANSACTIONS (
7. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
SG Austria [Member] | ||
Purchases from related parties | $ 51,000 | $ 216,000 |
Vin-de-Bona [Member] | ||
Consulting fees | $ 1,400 | $ 14,000 |
SG Austria [Member] | ||
Equity interest owned | 14.50% |
8. COMMITMENTS AND CONTINGENC34
8. COMMITMENTS AND CONTINGENCIES (Details) | Jul. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum operating lease expense 2018 | $ 33,084 |
Minimum operating lease expense 2019 | 2,757 |
Minimum operating lease expense | $ 35,841 |
8. COMMITMENTS AND CONTINGENC35
8. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent and lease expense | $ 8,327 | $ 8,222 |
9. INCOME TAXES (Details Narrat
9. INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Increase in valuation allowance | $ 301,000 | $ 565,000 |
Income tax expense | $ 0 | 0 |
U.S. federal income tax rate | 21.00% | |
Interest and penalties related to unrecognized tax benefits | $ 0 | $ 0 |
10. EARNINGS PER SHARE (Details
10. EARNINGS PER SHARE (Details - per share calculation) - USD ($) | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (1,215,363) | $ (1,688,415) |
Basic weighted average number of shares outstanding | 1,046,496,430 | 925,579,393 |
Diluted weighted average number of shares outstanding | 1,046,496,430 | 925,579,393 |
Basic and diluted loss per share | $ 0 | $ 0 |
10. EARNINGS PER SHARE (Detai38
10. EARNINGS PER SHARE (Details - diluted shares) - shares | 3 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Antidilutive shares | 132,555,070 | 156,436,837 |
Options [Member] | ||
Antidilutive shares | 95,250,000 | 85,750,000 |
Warrants [Member] | ||
Antidilutive shares | 37,305,070 | 70,686,837 |