Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jul. 31, 2019 | Sep. 12, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | PharmaCyte Biotech, Inc. | |
Entity Central Index Key | 0001157075 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,328,171,172 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth | false | |
Entity Small Business | true | |
Interactive Data Current? | Yes | |
Incorporation State | NV | |
Entity File Number | 333-68008 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jul. 31, 2019 | Apr. 30, 2019 |
Current Assets: | ||
Cash | $ 327,751 | $ 515,253 |
Prepaid expenses and other current assets | 149,288 | 138,151 |
Total Current Assets | 477,039 | 653,404 |
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 | 5,606,031 | 5,782,396 |
Current Liabilities: | ||
Accounts payable | 67,548 | 121,885 |
Accrued expenses | 539,008 | 620,966 |
Total current liabilities | 606,556 | 742,851 |
Total Liabilities | 606,556 | 742,851 |
Commitments and Contingencies (Notes 6 and 8) | ||
Stockholders' Equity | ||
Common stock: authorized 1,490,000,000 shares, $0.0001 par value, 1,258,171,172 and 1,186,004,505 shares issued and outstanding as of July 31, 2019 and April 30, 2019, respectively | 125,817 | 118,600 |
Additional paid in capital | 106,059,808 | 104,966,158 |
Accumulated deficit | (101,165,446) | (100,031,371) |
Accumulated other comprehensive income (loss) | (20,704) | (13,842) |
Total stockholders' equity | 4,999,475 | 5,039,545 |
Total Liabilities and Stockholders' Equity | $ 5,606,031 | $ 5,782,396 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 2019 | Apr. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1,490,000,000 | 1,490,000,000 |
Common stock issued | 1,258,171,172 | 1,186,004,505 |
Common stock, outstanding | 1,258,171,172 | 1,186,004,505 |
CONDENSED ONSOLIDATED STATEMENT
CONDENSED ONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
Research and development costs | 72,330 | 267,794 |
Compensation expense | 453,194 | 417,190 |
Director fees | 75,642 | 81,130 |
Legal and professional fees | 110,157 | 147,636 |
General and administrative | 422,752 | 301,613 |
Total operating expenses | 1,134,075 | 1,215,363 |
Loss from operations | (1,134,075) | (1,215,363) |
Net loss | $ (1,134,075) | $ (1,215,363) |
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average shares outstanding basic and diluted | 1,210,305,834 | 1,045,496,430 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Statement [Abstract] | ||
Net loss | $ (1,134,075) | $ (1,215,363) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (6,862) | (1,273) |
Other comprehensive loss | (6,862) | (1,273) |
Comprehensive loss | $ (1,140,937) | $ (1,216,636) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning balance, shares at Apr. 30, 2018 | 1,013,260,644 | ||||
Beginning balance, value at Apr. 30, 2018 | $ 101,326 | $ 101,636,215 | $ (95,964,143) | $ (4,709) | $ 5,768,689 |
Shares issued for compensation, value | 92,070 | 92,070 | |||
Shares issued for services, value | 45,800 | 45,800 | |||
Shares issued for cash, net of issuance costs, shares | 66,239,316 | ||||
Shares issued for cash, net of issuance costs, value | $ 6,624 | 1,388,376 | 1,395,000 | ||
Stock options granted | 113,225 | 113,225 | |||
Foreign currency translation adjustment | (1,273) | (1,273) | |||
Net loss | (1,215,363) | (1,215,363) | |||
Ending balance, shares at Jul. 31, 2018 | 1,079,499,960 | ||||
Ending balance, amount at Jul. 31, 2018 | $ 107,950 | 103,275,686 | (97,179,506) | (5,982) | 6,198,148 |
Beginning balance, shares at Apr. 30, 2019 | 1,186,004,505 | ||||
Beginning balance, value at Apr. 30, 2019 | $ 118,600 | 104,966,158 | (100,031,371) | (13,842) | 5,039,545 |
Shares issued for compensation, value | 104,726 | 104,726 | |||
Shares issued for services, shares | 5,500,000 | ||||
Shares issued for services, value | $ 550 | 311,266 | 311,816 | ||
Shares issued for cash, net of issuance costs, shares | 66,666,667 | ||||
Shares issued for cash, net of issuance costs, value | $ 6,667 | 551,333 | 558,000 | ||
Stock options granted | 126,325 | 126,325 | |||
Foreign currency translation adjustment | (6,862) | (6,862) | |||
Net loss | (1,134,075) | (1,134,075) | |||
Ending balance, shares at Jul. 31, 2019 | 1,258,171,172 | ||||
Ending balance, amount at Jul. 31, 2019 | $ 125,817 | $ 106,059,808 | $ (101,165,446) | $ (20,704) | $ 4,999,475 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 42,000 | $ 105,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,134,075) | $ (1,215,363) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | 311,816 | 45,800 |
Stock issued for compensation | 104,726 | 92,070 |
Stock based compensation - options | 126,325 | 113,225 |
Change in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other current assets | (11,137) | 103,250 |
Increase (decrease) in accounts payable | (54,337) | 222,394 |
Increase (decrease) in accrued expenses | (106,458) | 16,381 |
Net cash used in operating activities | (763,140) | (622,243) |
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 | 582,500 | 1,395,000 |
Net cash provided by financing activities | 582,500 | 1,395,000 |
Effect of currency rate exchange on cash | (6,862) | (1,273) |
Net increase (decrease) in cash | (187,502) | 771,484 |
Cash at beginning of the year | 515,253 | 1,059,798 |
Cash at end of the year | 327,751 | 1,831,282 |
Supplemental disclosures of cash flows information: | ||
Cash paid during the years for taxes | 800 | 0 |
Supplemental schedule of noncash investing and financing activity: | ||
Issuance costs for shares issued | $ 24,500 | $ 0 |
1. NATURE OF BUSINESS
1. NATURE OF BUSINESS | 3 Months Ended |
Jul. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS PharmaCyte Biotech, Inc. (“Company”) is a 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 pancreatic and other solid cancerous tumors by using genetically engineered live human cells that are capable of converting a cancer prodrug into its cancer-killing form, encapsulating those cells using the Cell-in-a-Box ® The Company is also examining ways to exploit the benefits of the Cell-in-a-Box ® Cannabis In addition, the Company is involved in preclinical studies to determine if its cancer therapy can slow the production and/or accumulation of malignant ascites fluid in the abdomen that accompanies the growth of several types of abdominal cancers. Finally, the Company is developing a therapy for Type 1 diabetes and insulin-dependent Type 2 diabetes based upon the encapsulation of a human liver cell line genetically engineered to produce, store and secrete insulin at levels in proportion to the levels of blood sugar in the human body. The Company is also exploring the possibility of encapsulating human insulin-producing stem cells and islet cells and transplanting them into a diabetic patient. ® The Cell-in-a-Box ® 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 LAPC whose pancreas tumor no longer responds after 4-6 months of treatment with either Abraxane ® ® Subject to approval by the U.S. Food and Drug Administration (“FDA”), the Company plans to commence a clinical trial involving patients with LAPC whose tumors have ceased to respond to either Abraxane ® Cannabinoid Therapy to Treat Cancer The Company plans to use cannabinoids, constituents of the Cannabis Cannabis ® To further its Cannabis Cannabis ® ® 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. Once an abdominal tumor reaches a certain stage of development, it produces malignant ascites in the abdominal cavity. Malignant ascites fluid must be removed by paracentesis on a periodic basis. This procedure is painful and costly. There is no therapy that the Company is aware of 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”), an early stage CRO specializing in oncology, 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. It is developing 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 using genetically modified stem cells and natural, human insulin producing cells (beta islet cells) to treat Type 1 diabetes and insulin dependent Type 2 diabetes. All three types of cells will be encapsulated using the Cell-in-a-Box ® 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 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 into an Asset Purchase Agreement (“SG Austria APA”) with SG Austria Private Limited (“SG Austria”) to purchase 100% of the assets and liabilities of 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 of 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 into a 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 develop, make or have made products to treat cancer, obtain marketing approval, sell and offer for sale those products using 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 for the existing patents; 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. The Company plans to develop a therapy for diabetes by encapsulating the Melligen cells using the Cell-in-a-Box ® 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 pursuant to which Austrianova will actively work to seek an investment partner or partners who will finance clinical trials and further develop products for the therapies for cancer, in exchange for which the Company, Austrianova and any future investment partner or partners will each receive a share of the net revenue of applicable products in designated territories. Effective October 1, 2016, the Company and Bavarian Nordic/GSF 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 the Binding 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). In May 2018, the Company entered into agreements with SG Austria and Austrianova to amend certain provisions of the SG Austria APA, the Diabetes Licensing Agreement, the Cannabis Licensing Agreement and the Vin-de-Bona Consulting Agreement pursuant to the Binding Term Sheet. The Binding Term Sheet Amendments provide that the Company’s obligation to make milestone payments to Austrianova are eliminated in their entirety under the Cannabis License Agreement and the Diabetes License Agreement, as amended. The Binding Term Sheet 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, is eliminated in its entirety. One of the Binding Term Sheet Amendments also provides that the scope of the Diabetes License Agreement is 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 Binding Term Sheet Amendments provides that the Company has 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 this period the Cell-in-a-Box ® ® ® The Binding Term Sheet Amendments further provide that 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%. They also provide that 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 , The Binding Term Sheet 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 ® |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jul. 31, 2019 | |
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, 2019 and for the three months ended July 31, 2019 and 2018 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 Notes 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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2020. 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, 2019 and the Notes thereto included in the Company’s Annual Report on Form 10-K for the period ended April 30, 2019 (“Form 10-K”) the Company filed with the Commission. The Condensed Consolidated Balance Sheet as of April 30, 2019 contained herein has been derived from the audited Consolidated Financial Statements as of April 30, 2019 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 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, 2019 and 2018. 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, 2019 and 2018. 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 adopted 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. 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. The Company maintains a full valuation allowance on its U.S. net deferred tax assets. Deferred tax asset remeasurement (tax expense) was offset by a net decrease in valuation allowance, that resulted in no impact on the Company's income tax expense. Research and Development Research and development (“R&D”) 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 R&D 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. R&D expenses for the three months ended July 31, 2019 and 2018 were $72,330 and $267,794, 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. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model. This model 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, the 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 $49,000 and $127,000 at July 31, 2019 and April 30, 2019, 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 subsidiaries from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the following conditions raise substantial doubt about the Company's ability to do so. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As of July 31, 2019, the Company has an accumulated deficit of $101,165,446 and incurred a net loss for three months ended July 31, 2019 of $1,134,075. 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. For the three months ended July 31, 2019, funding was provided by investors to maintain and expand the Company. Sales of the Company’s common stock were made under the Registration Statement on Form S-3 filed on September 13, 2017 (“S-3”) allowing for offerings of up to $50 million dollars 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 of the shares (“Block Trades”) of the Company’s common stock. During the three-month period ended July 31, 2019, the Company continued to acquire funds through the Company’s S-3 pursuant to which the placement agent sells shares of common stock from Block Trades in a program which is structured to provide up to $25 million to the Company less certain commissions pursuant to the S-3. As of the date of this Report, the Company does not meet the eligibility requirements to use the S-3 to raise capital. The Company may be able to regain the use of the S-3 if it meets one or both of the eligibility criteria, including: (i) the aggregate market value of the Company’s common stock held by non-affiliates exceeds $75 million; or (ii) the common stock is listed and registered on a national securities exchange. From May 1, 2019 through July 31, 2019 the Company raised capital of approximately $600,000 in Block Trade transactions. Subsequent to July 31, 2019, the Company raised additional capital in the amount of $350,000 from Block Trades. For the time being, the Company plans to sell unregistered securities in private placements. Also, an investment group which has been funding the Company since 2014 and has invested approximately $9.50 million has plans to invest between $2.5 and $3 million in the next 12 to 18 months. The Company also has the ability to reduce consulting expenses and the R&D expenses significantly should 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, 2019, the ability to raise capital through the continued sale of unregistered shares of its common stock and any private placement 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, 2020. Recent Accounting Pronouncements On May 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” which requires the recognition of right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company elected the available practical expedients on adoption. Adoption of the new standard resulted in an immaterial amount of total lease liabilities and ROU assets of as of May 1, 2019. The Company does not anticipate any material impact on its consolidated financial statements upon the adoption of the following accounting pronouncements issued during 2018 and 2019: (i) ASU 2018-19, ASC Topic 326: Codification Improvements to Financial Instruments, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
3. ACCRUED EXPENSES
3. ACCRUED EXPENSES | 3 Months Ended |
Jul. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 3 – ACCRUED EXPENSES Accrued expenses at July 31, 2019 and April 30, 2019 are summarized below: July 31, 2019 April 30, 2019 Payroll related costs $ 382,500 $ 358,616 Share issuance compensation 36,914 240,015 Other 119,594 22,335 Total $ 539,008 $ 620,966 |
4. COMMON STOCK TRANSACTIONS
4. COMMON STOCK TRANSACTIONS | 3 Months Ended |
Jul. 31, 2019 | |
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, 2019 and 2018 are as follows: 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 their respective agreements with the Company. The Company recorded a non-cash consulting expense in the amount of $0 and $45,800 for the three months ended July 31, 2019 and 2018, respectively. There were zero and 500,000 unvested shares as of July 31, 2019 and 2018, respectively. 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, 2019 and 2018, the Company recorded a non-cash compensation expense in the amount of $0 and $92,070, respectively. There were zero and 2,750,000 unvested shares as of July 31, 2019 and 2018, respectively. During the three months ended July 31, 2019, the four independent directors of the Company’s Board pursuant to Board compensation agreements were issued 2,000,000 shares of common stock relating to their services for the prior year. The terms of the agreements are for twelve months. The shares vest on the directors’ anniversary date of their agreements. The Company recorded a non-cash expense of $13,804 for the three months ended July 31, 2019. Effective July 1, 2018, the Company issued 1,200,000 shares of common stock to a consultant. The term of the agreement is for twelve months. The shares vest monthly over a twelve-month period and are subject to the consultant providing services under the agreement. The Company recorded a non-cash consulting expense in the amount of $12,816 for the three months ended July 31, 2019. There were zero unvested shares as of July 31, 2019. During the month of April 2019, two consultants were issued 2,500,000 shares of common stock pursuant to their consulting agreements. The term of the agreements is for twelve months which covered prior and current periods. The shares vest monthly over a twelve-month period and are subject to the consultant providing services under their respective consulting agreements. The Company recorded a non-cash consulting expense in the amount of $7,209 for the three months ended July 31, 2019. There were 83,333 unvested shares as of July 31, 2019. During the three months ended July 31, 2019, a consultant is owed 500,000 shares of common stock pursuant to his consulting agreement with the Company. The term of the consulting agreement is for twelve months which covered prior and current periods. The shares vest monthly over a twelve-month period and are subject to the consultant providing services under his consulting agreement. The Company recorded a non-cash consulting expense in the amount of $3,306 for the three months ended July 31, 2019. As of July 31, 2019, 500,000 shares remained unissued. The Company awarded 6,600,000 shares of common stock to officers as part of their executive compensation agreements for 2019. These shares vest monthly over a twelve-month period and are subject to them continuing service under their respective executive compensation agreements. During the three months ended July 31, 2019, the Company recorded a non-cash compensation expense in the amount of $104,726. There were 2,750,000 unvested shares as of July 31, 2019. During the three months ended July 31, 2019, three independent directors of the Company’s Board of Directors (“Board”) were issued 1,500,000 shares of common stock pursuant to their respective Director Letter Agreement (“DLA”) with the Company. Each share issuance under a DLA covers a twelve-month period. The shares vest upon the appointment of a director pursuant to a DLA and upon on the anniversary date of the DLA. The Company recorded a non-cash expense of $11,642 for the three months ended July 31, 2019. During the three months ended July 31, 2019, a consultant was issued 2,000,000 shares of common stock pursuant to his services on the Company’s Medical and Scientific Advisory Board over a four-year period. This share issuance covered prior and current periods. The shares vest monthly over the four-year period and are subject to the consultant providing services to the Company. The Company recorded a non-cash consulting expense in the amount of $7,150 for the three months ended July 31, 2019. As of July 31, 2019, zero shares remained unissued. 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, 2019 and 2018, the Company sold and issued approximately 66.7 and 66.2 million shares of common stock, respectively, at prices ranging from approximately $0.01 to $0.03 per share. Net of underwriting discounts, legal, accounting and other offering expenses, the Company received net proceeds of approximately $558,000 and $1.4 million from the sale of these shares for the three months ended July 31, 2019 and 2018, respectively. A summary of the Company’s unvested restricted stock activity and related weighted average grant date fair value information for the three months ended July 31, 2019 are as follows: Shares Weighted Unvested, April 30, 2019 4,600,000 $ 0.05 Granted 5,500,000 0.05 Vested (7,266,667 ) 0.05 Unvested, July 31, 2019 2,833,333 $ 0.05 |
5. STOCK OPTIONS AND WARRANTS
5. STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 5 – STOCK OPTIONS AND WARRANTS Stock Options As of July 31, 2019, the Company had 108,950,000 outstanding stock options to its directors and officers (collectively, “Employee Options”) and consultants (collectively, “Non-Employee Options”). During the three months ended July 31, 2019 and 2018, the Company granted 1,500,000 and zero 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, 2019 2018 Risk-free interest rate 2.1% – Expected volatility 91% – Expected lives (years) 2.5 – Expected dividend yield 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, 2019 and 2018, the Company used a calculated volatility for each grant. The Company lacks adequate information about potential exercise behavior 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. During the three months ended July 31, 2019 and 2018, the Company granted no Non-Employee Options. Non-Employee Option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. The value of the options was determined as of the grant date using the Black-Scholes-Merton option-pricing model and compensation expense is being recognized over the service period. A summary of the Company’s stock option activity and related information for the three months ended July 31, 2019 are shown below: Options Weighted Weighted Outstanding, April 30, 2019 107,450,000 $ 0.11 $ 0.11 Issued 1,500,000 0.04 $ 0.04 Forfeited – – – Exercised – – – Outstanding, July 31, 2019 108,950,000 $ 0.11 $ 0.10 Exercisable, July 31, 2019 105,200,000 $ 0.11 – Vested and expected to vest 108,950,000 $ 0.11 – A summary of the activity for unvested stock options during the three months ended July 31, 2019 is as follows: Options Weighted Unvested, April 30, 2019 6,200,000 $ 0.05 Granted 1,500,000 $ 0.04 Vested (3,950,000 ) $ 0.05 Forfeited – – Unvested, July 31, 2019 3,750,000 $ 0.05 The Company recorded $116,914 and $76,733 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, 2019 and 2018, respectively. At July 31, 2019, there remained $141,257 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 five months in the calendar year. The unvested options vest at 750,000 shares per month and are expected to be fully vested on December 31, 2019. The Company recorded $9,411 and $36,492 of stock-based compensation related to the issuance of Non-Employee Options in exchange for services during the three months ended July 31, 2019 and 2018, respectively. The Non-Employee Options were fully vested on July 31, 2019. The following table summarizes ranges of outstanding stock options by exercise price at July 31, 2019: Exercise Price Number of Weighted Weighted Average Number of Weighted $ 0.190 25,000,000 0.08 $ 0.190 25,000,000 $ 0.190 $ 0.110 27,200,000 0.22 $ 0.110 27,200,000 $ 0.110 $ 0.184 250,000 0.36 $ 0.184 250,000 $ 0.184 $ 0.063 15,600,000 0.85 $ 0.063 15,600,000 $ 0.063 $ 0.104 10,450,000 1.68 $ 0.104 10,450,000 $ 0.104 $ 0.0685 600,000 1.75 $ 0.0685 600,000 $ 0.0685 $ 0.058 2,450,000 2.18 $ 0.058 2,450,000 $ 0.058 $ 0.0734 1,200,000 2.75 $ 0.0734 1,200,000 $ 0.0734 $ 0.0729 1,800,000 2.95 $ 0.0729 1,800,000 $ 0.0729 $ 0.089 1,200,000 2.97 $ 0.089 1,200,000 $ 0.089 $ 0.0553 500,000 1.60 $ 0.0553 500,000 $ 0.0553 $ 0.0558 9,000,000 2.05 $ 0.0558 9,000,000 $ 0.0558 $ 0.0534 1,200,000 4.10 $ 0.0534 1,200,000 $ 0.0534 $ 0.0539 1,000,000 1.88 $ 0.0539 1,000,000 $ 0.0539 $ 0.0683 500,000 1.96 $ 0.0683 500,000 $ 0.0683 $ 0.0649 500,000 2.10 $ 0.0649 500,000 $ 0.0649 $ 0.0404 1,000,000 2.38 $ 0.0404 1,000,000 $ 0.0404 $ 0.0370 500,000 2.46 $ 0.0370 500,000 $ 0.0370 $ 0.0495 9,000,000 2.78 $ 0.0495 5,250,000 $ 0.0495 Total 108,950,000 1.05 $ 0.11 105,200,000 $ 0.11 The aggregate intrinsic value of outstanding options as of July 31, 2019 was $1,250. This represents options whose exercise price was less than the closing fair market value of the Company’s common stock on July 31, 2019 of approximately $0.039 per share. Warrants The warrants issued by the Company are equity-classified. 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. The Company issued a Common Stock Purchase Warrant (“May 2018 Warrant”) to Aeon Capital, Inc. (“Aeon”) dated May 30, 2018 for a Block Trade pursuant to the Company’s engagement agreement with Aeon dated February 22, 2018 (“Engagement Agreement”). The May 2018 Warrant provides Aeon the right to purchase 1,388,889 shares of common stock based upon this Block Trade. The Company classified the May 2018 Warrant as equity, and the May 2018 Warrant has a term of five years with an exercise price of approximately $0.02 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of the May 2018 Warrant to be approximately $19,000. The May 2018 Warrant has a cashless exercise feature. The Company issued a warrant to Aeon dated June 28, 2018 (“June 2018 Warrant”) for a Block Trade pursuant to the Engagement Agreement. The June 2018 Warrant provides Aeon with the right to purchase 1,923,077 shares of common stock based upon a Block Trade. The Company classified the June 2018 Warrant as equity, and the June 2018 Warrant has a term of five years with an exercise price of approximately $0.03 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of the June 2018 Warrant to be approximately $38,000. The June 2018 Warrant has a cashless exercise feature. The Company issued a Warrant to Aeon dated June 13, 2019 (“June 2019 Warrant”) for a Block Trade pursuant to the Engagement Agreement. The June 2019 Warrant provides Aeon with the right to purchase 1,388,889 shares of common stock based upon a Block Trade. The Company classified the June 2019 Warrant as equity, and the June 2019 Warrant has a term of five years with an exercise price of approximately $0.01 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of the June 2019 Warrant to be approximately $9,000. The June 2019 Warrant has a cashless exercise feature. The Company issued a Warrant to Aeon dated July 15, 2019 (“July 2019 Warrant”) for a Block Trade pursuant to the Engagement Agreement. The July 2019 Warrant provides Aeon with a right to purchase 1,944,444 shares of common stock based upon a Block Trade. The Company classified the July 2019 Warrant as equity, and the July 2019 Warrant has a term of five years with an exercise price of approximately $0.01 per warrant share. Using the Black-Scholes-Merton option pricing model, the Company determined the aggregate value of the July 2019 Warrant to be approximately $12,000. The July 2019 Warrant has a cashless exercise feature. A summary of the Company’s warrant activity and related information for the three months ended July 31, 2019 are shown below: Warrants Weighted Outstanding, April 30, 2019 42,077,797 $ 0.09 Issued 3,333,333 0.02 Expired – – Outstanding, July 31, 2019 45,411,130 – Exercisable, July 31, 2019 45,411,130 $ 0.08 The following table summarizes additional information concerning warrants outstanding and exercisable at July 31, 2019: Exercise Prices Number of Weighted Weighted $0.12 17,854,308 1.38 $0.11 10,000,000 0.65 $0.065 769,231 2.39 $0.0575 869,565 2.68 $0.03 2,500,000 3.33 $0.026 1,923,077 3.91 $0.025 2,000,000 2.99 $0.018 1,388,889 3.83 $0.011 2,272,727 4.26 $0.01 2,500,000 4.66 $0.009 3,333,333 4.93 45,411,130 1.91 $ 0.08 |
6. LEGAL PROCEEDINGS
6. LEGAL PROCEEDINGS | 3 Months Ended |
Jul. 31, 2019 | |
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, 2019 | |
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, 2019 and 2018, respectively. The Company owns 14.5% of the equity in SG Austria which 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 $2,400 and $51,000 in the three months ended July 31, 2019 and 2018, respectively. In April 2014, the Company entered a consulting agreement (“Vin-de-Bona Consulting Agreement”) with Vin-de-Bona Trading Co. Ltd (“Vin-de-Bona”) pursuant to which it agreed to provide consulting services to the Company. Vin-de-Bona is owned by Prof. Walter H. Günzburg (“Prof. Günzburg”) and Brian Salmons, PhD (“Dr. Salmons”), both of whom are involved in numerous aspects of the Company’s scientific endeavors relating to cancer and diabetes. Prof. Günzburg is the Chairman of Austrianova, and Dr. Salmons is the Chief Executive Officer and President of Austrianova. The term of the Vin-de-Bona Consulting Agreement is for 12 months and automatically renews for successive 12-month terms. After the initial term, either party can terminate the Vin-de-Bona Consulting Agreement by giving the other party 30 days’ written notice before the effective date of termination. The amounts incurred for consulting services by Vin-de-Bona for the three months ended July 31, 2019 and 2018 were approximately $13,000 and $1,400, respectively. In addition, during the three months ended July 31, 2019 the Company owed 250,000 common shares to Dr. Salmons for being a member of the Company’s Medical and Scientific Advisory Board. The Company recorded a noncash expense of approximately $2,000 relating to these shares for the three months ended July 31, 2019. |
8. COMMITMENTS AND CONTINGENCIE
8. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company acquires assets still in development and enters license agreements 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 The Company determines whether an arrangement is, or contains, a lease at inception. Prior to May 1, 2019, the Company generally accounted for operating lease payments by charging them to expense as incurred. Beginning on May 1, 2019, operating leases that have commenced are included in other assets and accrued expenses in the condensed consolidated balance sheet. Classification of operating lease liabilities as either current or noncurrent is based on the expected timing of payments due under the Company’s obligations. The Company concluded that as of May 1, 2019, the lease liability and the ROU are immaterial to the condensed consolidated balance sheet; therefore, no amount was included in the condensed consolidated balance sheet. The Company leases office space related to the administrative activities and at July 31, 2019, the remaining term of the lease is 13 months. The following table presents the minimum lease payments as of July 31, 2019. Amount 2020 $ 21,717 2021 9,480 Total minimum lease payments $ 31,197 Material Agreements The Company’s material agreements are identified and summarized in Note 1 – Nature of Business – Company Background and Material Agreements. Compensation Agreements The Company entered into executive compensation agreements with its three executive officers in March 2015, each of which was amended in December 2015. The amendments provided that each executive compensation agreement has a term of two years with annual extensions thereafter unless the Company or the officer provides written notification of termination at least ninety days prior to the end of the term or subsequent extensions. The Company entered into a DLA with a new 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 with its three executive officers. 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 options each vest in the amount of 100,000 Shares, or options, as applicable, 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, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company had no income tax expense for the three months ended July 31, 2019 and 2018, respectively. During the three months ended July 31, 2019 and 2018, 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 $201,000 and $301,000 for the three months ended July 31, 2019 and 2018, 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, 2019 and 2018. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Based on the assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulations and healthcare reform initiatives and other risks normally associated with biotechnology companies, the Company has concluded that is more likely than not that these operating loss carryforwards will not be realized. Accordingly, 100% of the deferred tax valuation allowance has been recorded against these assets at July 31, 2019. 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, 2019 and 2018, the Company had accrued no interest or penalties related to uncertain tax positions. See Note 9 of Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2019 for additional information regarding income taxes. |
10. EARNINGS PER SHARE
10. EARNINGS PER SHARE | 3 Months Ended |
Jul. 31, 2019 | |
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, 2019 and 2018, 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, 2019 2018 Net loss $ (1,134,075 ) $ (1,215,363 ) Basic weighted average number of shares outstanding 1,210,305,834 1,046,496,430 Diluted weighted average number of shares outstanding 1,210,305,834 1,046,496,430 Basic and diluted loss per share $ (0.00 ) $ (0.00 ) The table below sets forth these potentially dilutive securities: Three Months Ended July 31, 2019 2018 Excluded options 108,950,000 95,250,000 Excluded warrants 45,411,130 37,305,070 Total excluded options and warrants 154,361,130 132,555,070 |
11. PREFERRED STOCK
11. PREFERRED STOCK | 3 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 11 – 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 have 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; 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. |
12. SUBSEQUENT EVENTS
12. SUBSEQUENT EVENTS | 3 Months Ended |
Jul. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS From August 1, 2019 through August 8, 2019, the Company sold 70,000,000 shares of common stock as a Block Trade using the S-3. The issuance of these shares resulted in gross proceeds to the Company of approximately $350,000. Pursuant to the Engagement Agreement, the Company paid Aeon a fee of 7%, $24,500, and provided warrant coverage of 5% of the number of shares of commons stock sold in the Block Trade with a five-year term for 3,500,000 warrant shares. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jul. 31, 2019 | |
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 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, 2019 and 2018. |
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, 2019 and 2018. |
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 adopted 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. 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. The Company maintains a full valuation allowance on its U.S. net deferred tax assets. Deferred tax asset remeasurement (tax expense) was offset by a net decrease in valuation allowance, that resulted in no impact on the Company's income tax expense. |
Research and Development | Research and Development Research and development (“R&D”) 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 R&D 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. R&D expenses for the three months ended July 31, 2019 and 2018 were $72,330 and $267,794, 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. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model. This model 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, the 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 $49,000 and $127,000 at July 31, 2019 and April 30, 2019, 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 subsidiaries from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the following conditions raise substantial doubt about the Company's ability to do so. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As of July 31, 2019, the Company has an accumulated deficit of $101,165,446 and incurred a net loss for three months ended July 31, 2019 of $1,134,075. 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. For the three months ended July 31, 2019, funding was provided by investors to maintain and expand the Company. Sales of the Company’s common stock were made under the Registration Statement on Form S-3 filed on September 13, 2017 (“S-3”) allowing for offerings of up to $50 million dollars 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 of the shares (“Block Trades”) of the Company’s common stock. During the three-month period ended July 31, 2019, the Company continued to acquire funds through the Company’s S-3 pursuant to which the placement agent sells shares of common stock from Block Trades in a program which is structured to provide up to $25 million to the Company less certain commissions pursuant to the S-3. As of the date of this Report, the Company does not meet the eligibility requirements to use the S-3 to raise capital. The Company may be able to regain the use of the S-3 if it meets one or both of the eligibility criteria, including: (i) the aggregate market value of the Company’s common stock held by non-affiliates exceeds $75 million; or (ii) the common stock is listed and registered on a national securities exchange. From May 1, 2019 through July 31, 2019 the Company raised capital of approximately $600,000 in Block Trade transactions. Subsequent to July 31, 2019, the Company raised additional capital in the amount of $350,000 from Block Trades. For the time being, the Company plans to sell unregistered securities in private placements. Also, an investment group which has been funding the Company since 2014 and has invested approximately $9.50 million has plans to invest between $2.5 and $3 million in the next 12 to 18 months. The Company also has the ability to reduce consulting expenses and the R&D expenses significantly should 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, 2019, the ability to raise capital through the continued sale of unregistered shares of its common stock and any private placement 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, 2020. |
Recent accounting pronouncements | Recent Accounting Pronouncements On May 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842),” which requires the recognition of right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company elected the available practical expedients on adoption. Adoption of the new standard resulted in an immaterial amount of total lease liabilities and ROU assets of as of May 1, 2019. The Company does not anticipate any material impact on its consolidated financial statements upon the adoption of the following accounting pronouncements issued during 2018 and 2019: (i) ASU 2018-19, ASC Topic 326: Codification Improvements to Financial Instruments, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
3. ACCRUED EXPENSES (Tables)
3. ACCRUED EXPENSES (Tables) | 3 Months Ended |
Jul. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses | July 31, 2019 April 30, 2019 Payroll related costs $ 382,500 $ 358,616 Share issuance compensation 36,914 240,015 Other 119,594 22,335 Total $ 539,008 $ 620,966 |
4. COMMON STOCK TRANSACTIONS (T
4. COMMON STOCK TRANSACTIONS (Tables) | 3 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
Schedule of non-vested restricted stock activity | Shares Weighted Unvested, April 30, 2019 4,600,000 $ 0.05 Granted 5,500,000 0.05 Vested (7,266,667 ) 0.05 Unvested, July 31, 2019 2,833,333 $ 0.05 |
5. STOCK OPTIONS AND WARRANTS (
5. STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Assumptions | Three Months Ended July 31, 2019 2018 Risk-free interest rate 2.1% – Expected volatility 91% – Expected lives (years) 2.5 – Expected dividend yield 0.00% – |
Employee stock option activity | Options Weighted Weighted Outstanding, April 30, 2019 107,450,000 $ 0.11 $ 0.11 Issued 1,500,000 0.04 $ 0.04 Forfeited – – – Exercised – – – Outstanding, July 31, 2019 108,950,000 $ 0.11 $ 0.10 Exercisable, July 31, 2019 105,200,000 $ 0.11 – Vested and expected to vest 108,950,000 $ 0.11 – |
Unvested employee stock option activity | Options Weighted Unvested, April 30, 2019 6,200,000 $ 0.05 Granted 1,500,000 $ 0.04 Vested (3,950,000 ) $ 0.05 Forfeited – – Unvested, July 31, 2019 3,750,000 $ 0.05 |
Range of outstanding stock options | Exercise Price Number of Weighted Weighted Average Number of Weighted $ 0.190 25,000,000 0.08 $ 0.190 25,000,000 $ 0.190 $ 0.110 27,200,000 0.22 $ 0.110 27,200,000 $ 0.110 $ 0.184 250,000 0.36 $ 0.184 250,000 $ 0.184 $ 0.063 15,600,000 0.85 $ 0.063 15,600,000 $ 0.063 $ 0.104 10,450,000 1.68 $ 0.104 10,450,000 $ 0.104 $ 0.0685 600,000 1.75 $ 0.0685 600,000 $ 0.0685 $ 0.058 2,450,000 2.18 $ 0.058 2,450,000 $ 0.058 $ 0.0734 1,200,000 2.75 $ 0.0734 1,200,000 $ 0.0734 $ 0.0729 1,800,000 2.95 $ 0.0729 1,800,000 $ 0.0729 $ 0.089 1,200,000 2.97 $ 0.089 1,200,000 $ 0.089 $ 0.0553 500,000 1.60 $ 0.0553 500,000 $ 0.0553 $ 0.0558 9,000,000 2.05 $ 0.0558 9,000,000 $ 0.0558 $ 0.0534 1,200,000 4.10 $ 0.0534 1,200,000 $ 0.0534 $ 0.0539 1,000,000 1.88 $ 0.0539 1,000,000 $ 0.0539 $ 0.0683 500,000 1.96 $ 0.0683 500,000 $ 0.0683 $ 0.0649 500,000 2.10 $ 0.0649 500,000 $ 0.0649 $ 0.0404 1,000,000 2.38 $ 0.0404 1,000,000 $ 0.0404 $ 0.0370 500,000 2.46 $ 0.0370 500,000 $ 0.0370 $ 0.0495 9,000,000 2.78 $ 0.0495 5,250,000 $ 0.0495 Total 108,950,000 1.05 $ 0.11 105,200,000 $ 0.11 |
Warrant activity | Warrants Weighted Outstanding, April 30, 2019 42,077,797 $ 0.09 Issued 3,333,333 0.02 Expired – – Outstanding, July 31, 2019 45,411,130 – Exercisable, July 31, 2019 45,411,130 $ 0.08 |
Schedule of warrants outstanding and exercisable | Exercise Prices Number of Weighted Weighted $0.12 17,854,308 1.38 $0.11 10,000,000 0.65 $0.065 769,231 2.39 $0.0575 869,565 2.68 $0.03 2,500,000 3.33 $0.026 1,923,077 3.91 $0.025 2,000,000 2.99 $0.018 1,388,889 3.83 $0.011 2,272,727 4.26 $0.01 2,500,000 4.66 $0.009 3,333,333 4.93 45,411,130 1.91 $ 0.08 |
8. COMMITMENTS AND CONTINGENC_2
8. COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments for operating leases | Three Months Ending July 31, Amount 2020 $ 21,717 2021 9,480 $ 31,197 |
10. EARNINGS PER SHARE (Tables)
10. EARNINGS PER SHARE (Tables) | 3 Months Ended |
Jul. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per share calculations | Three Months Ended July 31, 2019 2018 Net loss $ (1,134,075 ) $ (1,215,363 ) Basic weighted average number of shares outstanding 1,210,305,834 1,046,496,430 Diluted weighted average number of shares outstanding 1,210,305,834 1,046,496,430 Basic and diluted loss per share $ (0.00 ) $ (0.00 ) |
Schedule of potentially dilutive securities | Three Months Ended July 31, 2019 2018 Excluded options 108,950,000 95,250,000 Excluded warrants 45,411,130 37,305,070 Total excluded options and warrants 154,361,130 132,555,070 |
2. SIGNIFICANT ACCOUNTING POLIC
2. SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Apr. 30, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Intangible assets | $ 3,549,427 | $ 3,549,427 | |
Research and development costs | 72,330 | $ 267,794 | |
Uninsured cash balances | 49,000 | 127,000 | |
Accumulated deficit | (101,165,446) | $ (100,031,371) | |
Net loss | (1,134,075) | $ (1,215,363) | |
Proceeds from sale of stock, gross | 600,000 | ||
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 | ||
SG Austria [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage investment in SG Austria | 14.50% |
3. ACCRUED EXPENSES (Details)
3. ACCRUED EXPENSES (Details) - USD ($) | Jul. 31, 2019 | Apr. 30, 2019 |
Payables and Accruals [Abstract] | ||
Payroll related costs | $ 382,500 | $ 358,616 |
Share issuance compensation | 36,914 | 240,015 |
Other | 119,594 | 22,335 |
Total | $ 539,008 | $ 620,966 |
4. COMMON STOCK TRANSACTIONS (D
4. COMMON STOCK TRANSACTIONS (Details - Nonvested Option activity) - Restricted Stock [Member] | 3 Months Ended |
Jul. 31, 2019$ / sharesshares | |
Options Outstanding | |
Beginning balance | shares | 4,600,000 |
Granted | shares | 5,500,000 |
Vested | shares | (7,266,667) |
Ending balance | shares | 2,833,333 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 0.05 |
Granted | $ / shares | 0.05 |
Vested | $ / shares | 0.05 |
Ending balance | $ / shares | $ 0.05 |
4. COMMON STOCK TRANSACTIONS _2
4. COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | Apr. 30, 2019 | |
Shelf Offering [Member] | |||
Stock issued new, shares | 66,700,000 | 66,200,000 | |
Proceeds from sale of equity | $ 558,000 | $ 1,400,000 | |
Common Stock [Member] | Three Consultants [Member] | 2017 Consulting Agreements [Member] | |||
Stock based compensation expense | $ 0 | $ 45,800 | |
Unvested shares | 0 | 500,000 | |
Common Stock [Member] | Officers [Member] | 2018 Compensation Agreement [Member] | |||
Stock based compensation expense | $ 0 | $ 92,070 | |
Unvested shares | 0 | 2,750,000 | |
Common Stock [Member] | Officers [Member] | 2019 Compensation Agreement [Member] | |||
Stock issued for compensation, shares | 6,600,000 | ||
Stock based compensation expense | $ 104,726 | ||
Unvested shares | 2,750,000 | ||
Common Stock [Member] | Four Independent Directors [Member] | 2018 Compensation Agreement [Member] | |||
Stock issued for compensation, shares | 2,000,000 | ||
Stock based compensation expense | $ 13,804 | ||
Common Stock [Member] | Consultant [Member] | |||
Stock issued for compensation, shares | 1,200,000 | ||
Stock based compensation expense | $ 12,816 | ||
Unvested shares | 0 | ||
Common Stock [Member] | Two Consultants [Member] | 2019 Compensation Agreement [Member] | |||
Stock issued for compensation, shares | 2,500,000 | ||
Stock based compensation expense | $ 7,209 | ||
Unvested shares | 83,333 | ||
Common Stock [Member] | A Consultant [Member] | 2019 Compensation Agreement [Member] | |||
Stock based compensation expense | $ 3,306 | ||
Unvested shares | 500,000 | ||
Common Stock [Member] | Three Directors [Member] | DLA [Member] | |||
Stock issued for compensation, shares | 1,500,000 | ||
Stock based compensation expense | $ 11,642 | ||
Common Stock [Member] | Consultant [Member] | Medical and Scientific Advisory Board [Member] | |||
Stock issued for compensation, shares | 2,000,000 | ||
Stock based compensation expense | $ 7,150 | ||
Unvested shares | 0 |
5. STOCK OPTIONS AND WARRANTS_2
5. STOCK OPTIONS AND WARRANTS (Details - Option Assumptions) - Employee Options [Member] | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Risk-free interest rate | 2.10% | |
Expected volatility | 91.00% | |
Expected lives (years) | 2 years 6 months | |
Expected dividend yield | 0.00% |
5. STOCK OPTIONS AND WARRANTS_3
5. STOCK OPTIONS AND WARRANTS (Details - Option activity) - Options [Member] | 3 Months Ended |
Jul. 31, 2019$ / sharesshares | |
Options Outstanding | |
Beginning balance | shares | 107,450,000 |
Issued | shares | 1,500,000 |
Forfeited | shares | 0 |
Exercised | shares | 0 |
Ending balance | shares | 108,950,000 |
Exercisable | shares | 105,200,000 |
Vested and expected to vest | shares | 108,950,000 |
Weighted Average Exercise Price | |
Beginning balance | $ 0.11 |
Issued | 0.04 |
Ending balance | 0.11 |
Exercisable | 0.11 |
Vested and expected to vest | 0.11 |
Beginning balance | 0.11 |
Issued | 0.04 |
Ending balance | $ 0.10 |
5. STOCK OPTIONS AND WARRANTS_4
5. STOCK OPTIONS AND WARRANTS (Details - Nonvested Option activity) - Unvested Stock Options [Member] | 3 Months Ended |
Jul. 31, 2019$ / sharesshares | |
Options Outstanding | |
Beginning balance | 6,200,000 |
Granted | 1,500,000 |
Vested | (3,950,000) |
Forfeited | 0 |
Ending balance | 3,750,000 |
Beginning balance | $ / shares | $ 0.05 |
Granted | $ / shares | 0.04 |
Vested | $ / shares | 0.05 |
Ending balance | $ / shares | $ 0.05 |
5. STOCK OPTIONS AND WARRANTS_5
5. STOCK OPTIONS AND WARRANTS (Details - Options by exercise price) - $ / shares | 3 Months Ended | |
Jul. 31, 2019 | Apr. 30, 2019 | |
Options [Member] | ||
Number of Options Outstanding | 108,950,000 | 107,450,000 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 18 days | |
Weighted Average Exercisable Price | $ 0.11 | $ 0.11 |
Numer of Options Exercisable | 105,200,000 | |
$0.190 [Member] | ||
Number of Options Outstanding | 25,000,000 | |
Weighted Average Remaining Contractual LIfe (years) | 29 days | |
Weighted Average Exercisable Price | $ 0.190 | |
Numer of Options Exercisable | 25,000,000 | |
$0.110 [Member] | ||
Number of Options Outstanding | 27,200,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 months 19 days | |
Weighted Average Exercisable Price | $ 0.110 | |
Numer of Options Exercisable | 27,200,000 | |
$0.184 [Member] | ||
Number of Options Outstanding | 250,000 | |
Weighted Average Remaining Contractual LIfe (years) | 4 months 9 days | |
Weighted Average Exercisable Price | $ 0.184 | |
Numer of Options Exercisable | 250,000 | |
$0.063 [Member] | ||
Number of Options Outstanding | 15,600,000 | |
Weighted Average Remaining Contractual LIfe (years) | 10 months 6 days | |
Weighted Average Exercisable Price | $ 0.063 | |
Numer of Options Exercisable | 15,600,000 | |
$0.104 [Member] | ||
Number of Options Outstanding | 10,450,000 | |
Weighted Average Remaining Contractual LIfe (years) | 1 year 8 months 5 days | |
Weighted Average Exercisable Price | $ 0.104 | |
Numer of Options Exercisable | 10,450,000 | |
$0.0685 [Member] | ||
Number of Options Outstanding | 600,000 | |
Weighted Average Remaining Contractual LIfe (years) | 1 year 9 months | |
Weighted Average Exercisable Price | $ 0.0685 | |
Numer of Options Exercisable | 600,000 | |
$0.058 [Member] | ||
Number of Options Outstanding | 2,450,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 2 months 5 days | |
Weighted Average Exercisable Price | $ 0.058 | |
Numer of Options Exercisable | 2,450,000 | |
$0.0734 [Member] | ||
Number of Options Outstanding | 1,200,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 9 months | |
Weighted Average Exercisable Price | $ 0.0734 | |
Numer of Options Exercisable | 1,200,000 | |
$0.0729 [Member] | ||
Number of Options Outstanding | 1,800,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 11 months 12 days | |
Weighted Average Exercisable Price | $ 0.0729 | |
Numer of Options Exercisable | 1,800,000 | |
$0.089 [Member] | ||
Number of Options Outstanding | 1,200,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 11 months 19 days | |
Weighted Average Exercisable Price | $ 0.089 | |
Numer of Options Exercisable | 1,200,000 | |
$0.0553 [Member] | ||
Number of Options Outstanding | 500,000 | |
Weighted Average Remaining Contractual LIfe (years) | 1 year 7 months 6 days | |
Weighted Average Exercisable Price | $ 0.0553 | |
Numer of Options Exercisable | 500,000 | |
$0.0558 [Member] | ||
Number of Options Outstanding | 9,000,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 18 days | |
Weighted Average Exercisable Price | $ 0.0558 | |
Numer of Options Exercisable | 9,000,000 | |
$0.0534 [Member] | ||
Number of Options Outstanding | 1,200,000 | |
Weighted Average Remaining Contractual LIfe (years) | 4 years 1 month 6 days | |
Weighted Average Exercisable Price | $ 0.0534 | |
Numer of Options Exercisable | 1,000,000 | |
$0.0539 [Member] | ||
Number of Options Outstanding | 1,000,000 | |
Weighted Average Remaining Contractual LIfe (years) | 1 year 10 months 17 days | |
Weighted Average Exercisable Price | $ 0.0539 | |
Numer of Options Exercisable | 1,000,000 | |
$0.0683 [Member] | ||
Number of Options Outstanding | 500,000 | |
Weighted Average Remaining Contractual LIfe (years) | 1 year 11 months 15 days | |
Weighted Average Exercisable Price | $ 0.0683 | |
Numer of Options Exercisable | 500,000 | |
$0.0649 [Member] | ||
Number of Options Outstanding | 500,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 1 month 6 days | |
Weighted Average Exercisable Price | $ 0.0649 | |
Numer of Options Exercisable | 500,000 | |
$0.0404 [Member] | ||
Number of Options Outstanding | 1,000,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 4 months 17 days | |
Weighted Average Exercisable Price | $ 0.0404 | |
Numer of Options Exercisable | 1,000,000 | |
$0.0370 [Member] | ||
Number of Options Outstanding | 500,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 5 months 16 days | |
Weighted Average Exercisable Price | $ 0.0370 | |
Numer of Options Exercisable | 500,000 | |
$0.0495 [Member] | ||
Number of Options Outstanding | 9,000,000 | |
Weighted Average Remaining Contractual LIfe (years) | 2 years 9 months 11 days | |
Weighted Average Exercisable Price | $ 0.0495 | |
Numer of Options Exercisable | 5,250,000 |
5. STOCK OPTIONS AND WARRANTS_6
5. STOCK OPTIONS AND WARRANTS (Details - Warrant activity) - Warrants [Member] | 3 Months Ended |
Jul. 31, 2019$ / sharesshares | |
Warrants outstanding, beginning balance | 42,077,797 |
Warrants issued | 3,333,333 |
Warrants expired | 0 |
Warrants outstanding, ending balance | 45,411,130 |
Warrants exercisable | 45,411,130 |
Weighted average exercise price warrants outstanding, beginning balance | $ / shares | $ 0.09 |
Weighted average exercise price warrants issued | $ / shares | 0.02 |
Weighted average exercise price warrants outstanding, ending balance | $ / shares | 0.09 |
Weighted average exercise price warrants exercisable | $ / shares | $ 0.08 |
5. STOCK OPTIONS AND WARRANTS_7
5. STOCK OPTIONS AND WARRANTS (Details - Warrants by exercise price) | 3 Months Ended |
Jul. 31, 2019$ / sharesshares | |
Warrants [Member] | |
Number of Warrants exercisable | 45,411,130 |
Weighted average exercise price exercisable | $ / shares | $ 0.08 |
All Warrants [Member] | |
Number of Warrants exercisable | 45,411,130 |
Weighted average remaining contractual term | 1 year 10 months 28 days |
Weighted average exercise price exercisable | $ / shares | $ 0.08 |
$0.12 [Member] | |
Number of Warrants exercisable | 17,854,308 |
Weighted average remaining contractual term | 1 year 4 months 17 days |
$0.11 [Member] | |
Number of Warrants exercisable | 10,000,000 |
Weighted average remaining contractual term | 7 months 24 days |
$0.065 [Member] | |
Number of Warrants exercisable | 769,231 |
Weighted average remaining contractual term | 2 years 4 months 20 days |
$0.0575 [Member] | |
Number of Warrants exercisable | 869,565 |
Weighted average remaining contractual term | 2 years 8 months 5 days |
$0.03 [Member] | |
Number of Warrants exercisable | 2,500,000 |
Weighted average remaining contractual term | 3 years 3 months 29 days |
$0.026 [Member] | |
Number of Warrants exercisable | 1,923,077 |
Weighted average remaining contractual term | 3 years 10 months 28 days |
$0.025 [Member] | |
Number of Warrants exercisable | 2,000,000 |
Weighted average remaining contractual term | 2 years 11 months 26 days |
$0.018 [Member] | |
Number of Warrants exercisable | 1,388,889 |
Weighted average remaining contractual term | 3 years 9 months 29 days |
$0.011 [Member] | |
Number of Warrants exercisable | 2,272,727 |
Weighted average remaining contractual term | 4 years 3 months 4 days |
$0.01 [Member] | |
Number of Warrants exercisable | 2,500,000 |
Weighted average remaining contractual term | 4 years 7 months 28 days |
$0.009 [Member] | |
Number of Warrants exercisable | 3,333,333 |
Weighted average remaining contractual term | 4 years 11 months 4 days |
5. STOCK OPTIONS AND WARRANTS_8
5. STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||
Jun. 13, 2019 | May 30, 2018 | Jul. 15, 2019 | Jun. 28, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Stock based compensation - options | $ 126,325 | $ 113,225 | ||||
Employee Options [Member] | ||||||
Options outstanding | 108,950,000 | |||||
Options granted in period | 1,500,000 | 0 | ||||
Stock based compensation - options | $ 116,914 | $ 76,733 | ||||
Unrecognized compensation expense | 141,257 | |||||
Aggregate intrinsic value | $ 1,250 | |||||
Stock price per share | $ 0.039 | |||||
Non-Employee Options [Member] | ||||||
Options granted in period | 0 | 0 | ||||
Stock based compensation - options | $ 9,411 | $ 36,492 | ||||
Warrants [Member] | Aeon [Member] | May 2018 Warrant [Member] | ||||||
Warrants issued | 1,388,889 | |||||
Aggregate fair value of warrants issued | $ 19,000 | |||||
Warrants [Member] | Aeon [Member] | June 2018 Warrant [Member] | ||||||
Warrants issued | 1,923,077 | |||||
Aggregate fair value of warrants issued | $ 38,000 | |||||
Warrants [Member] | Aeon [Member] | June 2019 Warrant [Member] | ||||||
Warrants issued | 1,388,889 | |||||
Aggregate fair value of warrants issued | $ 9,000 | |||||
Warrants [Member] | Aeon [Member] | July2019 Warrant [Member] | ||||||
Warrants issued | 1,944,444 | |||||
Aggregate fair value of warrants issued | $ 12,000 |
7. RELATED PARTY TRANSACTIONS (
7. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
SG Austria [Member] | ||
Purchases from related parties | $ 2,400 | $ 51,000 |
Vin-de-Bona [Member] | ||
Consulting fees | 13,000 | $ 1,400 |
Share base compensation expense | $ 2,000 | |
SG Austria [Member] | ||
Equity interest owned | 14.50% |
8. COMMITMENTS AND CONTINGENC_3
8. COMMITMENTS AND CONTINGENCIES (Details) | Jul. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum operating lease expense 2020 | $ 21,717 |
Minimum operating lease expense 2021 | 9,480 |
Minimum operating lease expense | $ 31,197 |
8. COMMITMENTS AND CONTINGENC_4
8. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent and lease expense | $ 8,661 | $ 8,327 |
9. INCOME TAXES (Details Narrat
9. INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Increase in valuation allowance | $ 201,000 | $ 301,000 |
10. EARNINGS PER SHARE (Details
10. EARNINGS PER SHARE (Details - per share calculation) - USD ($) | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (1,134,075) | $ (1,215,363) |
Basic weighted average number of shares outstanding | 1,210,305,834 | 1,046,496,430 |
Diluted weighted average number of shares outstanding | 1,210,305,834 | 1,046,496,430 |
Basic and diluted loss per share | $ 0 | $ 0 |
10. EARNINGS PER SHARE (Detai_2
10. EARNINGS PER SHARE (Details - diluted shares) - shares | 3 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Antidilutive shares | 154,361,130 | 132,555,070 |
Options [Member] | ||
Antidilutive shares | 108,950,000 | 95,250,000 |
Warrants [Member] | ||
Antidilutive shares | 45,411,130 | 37,305,070 |