Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Oct. 09, 2015 | Jan. 31, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | ONCOSEC MEDICAL Inc | ||
Entity Central Index Key | 1,444,307 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 84,000,000 | ||
Entity Common Stock, Shares Outstanding | 14,828,354 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Balance Sheet and Consolidated
Balance Sheet and Consolidated Balance Sheet - USD ($) | Jul. 31, 2015 | Jul. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 32,035,264 | $ 37,852,694 |
Prepaid expenses | 1,511,587 | 442,888 |
Other current assets | 21,130 | 23,595 |
Total Current Assets | 33,567,981 | 38,319,177 |
Property and equipment, net | 1,807,982 | 581,054 |
Intangible assets, net | 464,693 | |
Other long-term assets | 214,127 | 26,685 |
Total Assets | 35,590,090 | 39,391,609 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,360,505 | 1,236,352 |
Accrued compensation related | 501,446 | 42,654 |
Accrued income taxes | 800 | |
Accrued other | 32,518 | 43,745 |
Total Liabilities | $ 2,894,469 | $ 1,323,551 |
Commitments and Contingencies (Note 11) | ||
Stockholders' Equity | ||
Common stock authorized - 160,000,000 common shares with a par value of $0.0001, common stock issued and outstanding - 14,820,854 and 12,233,203 common shares as of July 31, 2015 and July 31, 2014, respectively (1) | $ 24,947 | $ 24,463 |
Additional paid-in capital | 71,572,714 | 56,081,475 |
Warrants issued and outstanding - 1,895,102 and 1,882,399 warrants as of July 31, 2015 and July 31, 2014, respectively (1) | 7,704,103 | 7,325,152 |
Accumulated deficit | (46,606,143) | (25,363,032) |
Total Stockholders' Equity | 32,695,621 | 38,068,058 |
Total Liabilities and Stockholders' Equity | $ 35,590,090 | $ 39,391,609 |
Balance Sheet and Consolidated3
Balance Sheet and Consolidated Balance Sheet (Parenthetical) - $ / shares | Jul. 31, 2015 | Jul. 31, 2014 | |
Balance Sheet and Consolidated Balance Sheet | |||
Common stock, authorized shares | [1] | 160,000,000 | 160,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, issued shares | [1] | 14,820,854 | 12,233,203 |
Common stock, outstanding shares | [1] | 14,820,854 | 12,233,203 |
Warrants issued | [1] | 1,895,102 | 1,882,399 |
Warrants outstanding | [1] | 1,895,102 | 1,882,399 |
[1] | See Note 1, “Reverse Stock Split” |
Statement of Operations and Con
Statement of Operations and Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | ||
Expenses: | ||||
Research and development | $ 13,132,898 | $ 5,796,347 | $ 3,159,209 | |
General and administrative | 8,108,244 | 6,153,313 | 3,905,763 | |
Loss from operations | (21,241,142) | (11,949,660) | (7,064,972) | |
Other income (expense): | ||||
Non-cash interest expense | (20,684) | (83,215) | ||
Net loss before income taxes | (21,241,142) | (11,970,344) | (7,148,187) | |
Provision for income taxes | 1,969 | 41,773 | 2,000 | |
Net loss, net of tax | $ (21,243,111) | $ (12,012,117) | $ (7,150,187) | |
Basic and diluted net loss per common share (in dollars per share) (1) | [1] | $ (1.67) | $ (1.26) | $ (1.34) |
Weighted average shares used in computing basic and diluted net loss per common share (in shares) (1) | [1] | 12,708,974 | 9,527,182 | 5,327,917 |
[1] | See Note 1, “Reverse Stock Split” |
Statement of Stockholders' Equi
Statement of Stockholders' Equity and Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Warrants | Accumulated Deficit | Total | |
Stockholders' equity at beginning of period at Jul. 31, 2012 | $ 8,786 | $ 5,593,567 | $ 5,024,640 | $ (6,200,728) | $ 4,426,265 | |
Balance (in shares) at Jul. 31, 2012 | [1] | 4,392,800 | 2,112,300 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of common stock warrants | $ 45 | 181,931 | $ (39,858) | 142,118 | ||
Exercise of common stock warrants (in shares) | [1] | 22,086 | (22,086) | |||
Exercise of common stock options | $ 76 | 138,224 | 138,300 | |||
Exercise of common stock options (in shares) | [1] | 38,325 | ||||
Common stock issued in connection with license agreement | $ 15 | 34,485 | 34,500 | |||
Common stock issued in connection with license agreement (in shares) | [1] | 7,500 | ||||
Public offering on June 9, 2015, June 6, 2014, September 18, 2013, and December 17, 2012, net of issuance costs of $1,091,794 $1,145,000, $836,360 and $504,000, respectively | $ 2,880 | 5,066,804 | $ 1,626,316 | 6,696,000 | ||
Shares issued to Public offering on June 9, 2015, June 6, 2014, September 18, 2013, and December 17, 2012, net of issuance costs of $1,091,793, $1,145,000, $836,360 and $504,000, respectively (in shares) | [1] | 1,440,000 | 792,000 | |||
Stock-based compensation | 452,128 | 452,128 | ||||
Net loss | (7,150,187) | (7,150,187) | ||||
Stockholders' equity at end of period at Jul. 31, 2013 | $ 11,802 | 11,467,139 | $ 6,611,098 | (13,350,915) | 4,739,124 | |
Balance (in shares) at Jul. 31, 2013 | [1] | 5,900,711 | 2,882,214 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of common stock warrants | $ 5,402 | 22,585,088 | $ (5,546,175) | 17,044,315 | ||
Exercise of common stock warrants (in shares) | [1] | 2,701,131 | (2,776,067) | |||
Exercise of common stock options | $ 176 | 364,360 | 364,536 | |||
Exercise of common stock options (in shares) | [1] | 90,000 | ||||
Common stock issued for services | $ 50 | 149,950 | 150,000 | |||
Common stock issued for services (in shares) | [1] | 25,000 | ||||
Stock-based compensation | 1,815,559 | 1,815,559 | ||||
Net loss | (12,012,117) | (12,012,117) | ||||
Stockholders' equity at end of period at Jul. 31, 2014 | $ 24,463 | 56,081,475 | $ 7,325,152 | (25,363,032) | 38,068,058 | |
Balance (in shares) at Jul. 31, 2014 | [1] | 12,233,203 | 1,882,399 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of common stock warrants | $ 222 | 967,945 | $ (192,917) | 775,250 | ||
Exercise of common stock warrants (in shares) | [1] | 110,752 | (110,752) | |||
Exercise of common stock options | $ 1 | 1,737 | 1,738 | |||
Exercise of common stock options (in shares) | [1] | 308 | ||||
Common stock issued for services | $ 15 | 57,735 | 57,750 | |||
Common stock issued for services (in shares) | [1] | 7,500 | ||||
Public offering on June 9, 2015, June 6, 2014, September 18, 2013, and December 17, 2012, net of issuance costs of $1,091,794 $1,145,000, $836,360 and $504,000, respectively | $ 246 | 11,916,093 | $ 571,868 | 12,488,207 | ||
Shares issued to Public offering on June 9, 2015, June 6, 2014, September 18, 2013, and December 17, 2012, net of issuance costs of $1,091,793, $1,145,000, $836,360 and $504,000, respectively (in shares) | [1] | 2,469,091 | 123,455 | |||
Stock-based compensation | 2,547,729 | 2,547,729 | ||||
Net loss | (21,243,111) | (21,243,111) | ||||
Stockholders' equity at end of period at Jul. 31, 2015 | $ 24,947 | $ 71,572,714 | $ 7,704,103 | $ (46,606,143) | $ 32,695,621 | |
Balance (in shares) at Jul. 31, 2015 | [1] | 14,820,854 | 1,895,102 | |||
[1] | See Note 1, “Reverse Stock Split” |
Statement of Stockholders' Equ6
Statement of Stockholders' Equity and Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | 2 Months Ended | 5 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 17, 2013 | Dec. 17, 2012 | Jun. 09, 2015 | Jun. 06, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Statement of Stockholders' Equity and Consolidated Statements of Stockholders' Equity | |||||||
Payment of finance and offering costs | $ 836,360 | $ 504,000 | $ 1,091,794 | $ 1,145,000 | $ 1,091,794 | $ 1,981,360 | $ 504,000 |
Statement of Cash Flow and Cons
Statement of Cash Flow and Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Operating activities | |||
Net loss | $ (21,243,111) | $ (12,012,117) | $ (7,150,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 664,596 | 780,110 | 736,875 |
Non-cash interest expense | 20,684 | 83,215 | |
Stock-based compensation | 2,547,729 | 1,815,559 | 452,128 |
Stock-based compensation related to stock issuance liability in connection with a contractual agreement | 55,500 | ||
Common stock issued for services | 57,750 | 150,000 | 34,500 |
Loss on sale of fixed assets | 4,325 | ||
Changes in operating assets and liabilities: | |||
(Increase) decrease in prepaid expenses | (1,068,699) | (405,904) | 156,194 |
(Increase) decrease in other current | 2,465 | (11,067) | (30,845) |
(Increase) decrease in other long-term assets | (187,442) | ||
(Decrease) increase in accounts payable and accrued liabilities | 1,068,652 | 657,266 | 344,764 |
(Decrease) increase in accrued compensation | 459,592 | 42,654 | (218,849) |
(Decrease) increase in accrued other | (12,027) | (16,858) | 60,603 |
(Decrease) Increase in accrued income taxes | (800) | (800) | (1,600) |
Net cash used in operating activities | (17,651,470) | (8,980,473) | (5,533,202) |
Investing activities | |||
Purchases of property and equipment | (1,412,217) | (512,500) | (114,550) |
Leasehold improvements | (18,938) | ||
Net cash used in investing activities | (1,431,155) | (512,500) | (114,550) |
Financing activities | |||
Proceeds from issuance of common stock and warrants | 13,580,001 | 27,948,001 | 7,200,000 |
Payment of financing and offering costs | (1,091,794) | (1,981,360) | (504,000) |
Payment of amounts due under acquisition obligation | (1,000,000) | (1,500,000) | |
Proceeds from exercise of warrants and stock options | 776,988 | 17,408,851 | 280,418 |
Net cash provided by financing activities | 13,265,195 | 42,375,492 | 5,476,418 |
Net increase (decrease) in cash | (5,817,430) | 32,882,519 | (171,334) |
Cash and cash equivalents, at beginning of period | 37,852,694 | 4,970,175 | 5,141,509 |
Cash and cash equivalents, at end of period | 32,035,264 | 37,852,694 | 4,970,175 |
Cash paid during the period for: | |||
Income taxes | 1,969 | 1,600 | 2,800 |
Noncash investing and financing transaction: | |||
Fair value of placement agent warrants issued in the public offerings | $ 571,868 | $ 1,042,242 | $ 228,240 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jul. 31, 2015 | |
Nature of Operations and Basis of Presentation | |
Nature of Operations and Basis of Presentation | Note 1—Nature of Operations and Basis of Presentation OncoSec Medical Incorporated (the “Company”) was incorporated under the name of Netventory Solutions Inc., in the state of Nevada on February 8, 2008 to pursue the business of inventory management solutions. On March 1, 2011, Netventory Solutions Inc. completed a merger with its subsidiary OncoSec Medical Incorporated and changed its name to OncoSec Medical Incorporated. On March 24, 2011, the Company completed the acquisition of certain technology and related assets from Inovio Pharmaceuticals, Inc. (“Inovio”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) dated March 14, 2011. The acquired technology and related assets relate to the use of drug-medical device combination products for the treatment of various cancers. Since this acquisition, the Company has focused its efforts in the biotechnology industry and abandoned its efforts in the online inventory services industry. Prior to the acquisition of the assets from Inovio, the Company had been inactive since March 2010 and had no continuing operations other than those of a company seeking a business opportunity. The Company has not produced any revenues from the assets it acquired from Inovio and the Company has not commenced planned principal operations. The Company is a biotechnology company focused on designing, developing and commercializing innovative gene therapies, therapeutics and proprietary medical approaches to stimulate and guide an anti-tumor immune response for the treatment of cancer. The Company’s technology includes intellectual property relating to certain delivery technologies including ImmunoPulse™, an electroporation delivery device that is used in combination with the Company’s therapeutic product candidates, including DNA plasmids that encode for immunologically active agents, to deliver the therapeutic directly into the tumor and promote an inflammatory response against the cancer. This unique therapeutic modality is intended to reverse the immunosuppressive microenvironment in the tumor and engender a systemic anti-tumor response against untreated tumors in other parts of the body. The Company’s electroporation devices consist of an electrical pulse generator and disposable applicators, which can be adapted to treat different tumor types. The Company continues to seek to improve the treatment of cancer through the development of novel intratumoral, electroporation-based therapies . The Company’s research and development activities are subject to significant risks and uncertainties, including potentially failing to secure additional funding to continue the advancement of its product candidates, obtain FDA approval to market and sell one or more of its products candidates and commercialize its product candidates before similar or competing technology is developed by competitors. On October 28, 2014, OncoSec Medical Therapeutics Incorporated (or, OMTI), which was incorporated in Delaware on July 2, 2010 and acquired on June 3, 2011 for a total purchase price of $1,000, was dissolved. There were no significant transactions related to this subsidiary since its inception. The Company currently has no subsidiaries. The accompanying consolidated financial statements as of July 31, 2014and July 31, 2013 include the accounts of OMTI and all intercompany transactions and balances were eliminated in consolidation. Reverse Stock Split Effective May 18, 2015, the Company implemented a reverse stock split pursuant to which each 20 shares of issued and outstanding common stock held by each stockholder were combined into and became one share of common stock, with such resulting shares rounded up to the next whole share. No fractional shares were issued. All options, warrants and other convertible securities outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by 20 and multiplying the exercise or conversion price by 20, all in accordance with the terms of the agreements governing such options, warrants and other convertible securities. The accompanying financial statement data for the annual prior periods presented have been retroactively adjusted to reflect the effects of the reverse stock split. On May 29, 2015, the Company’s common stock began trading on The NASDAQ Stock Market LLC’s NASDAQ Capital Market tier, under the symbol “ONCS”. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2015 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Segment Reporting The Company operates in a single industry segment — the discovery and development of novel immunotherapeutic product candidates to improve treatment options for patients and physicians, intended to treat a wide range of oncology indications. Concentrations and Credit Risk The Company maintains cash balances at a small number of financial institutions, where such balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents. Financial Instruments The carrying amounts for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term nature, generally less than three months. It is management’s opinion that the Company is not exposed to significant interest, currency, or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed. Warrants The Company accounts for its warrants as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s balance sheet and no further adjustments to their valuation are made. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s balance sheet at their fair value on the date of issuance and will be revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate. Use of Estimates The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Such estimates include stock-based compensation and accounting for income taxes including the related valuation allowance on the deferred tax asset and uncertain tax positions. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in the business or as new information becomes available. Actual results could differ materially from the estimates. Property and Equipment The cost of property and equipment is depreciated on a straight-line basis over the estimated useful lives of the related assets. The useful lives of property and equipment for the purpose of computing depreciation are: Computers and Equipment 3 to 10 years Computer Software 1 to 3 years Leasehold Improvements Shorter of lease period or useful life Net Loss Per Share The Company computes basic net loss per common share by dividing the applicable net loss by the weighted average number of common shares outstanding during the respective period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock options and other potentially dilutive securities using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. The Company did not include shares underlying stock options and warrants issued and outstanding during any of the periods presented in the computation of net loss per share, as the effect would have been anti-dilutive. Stock-based Compensation The Company grants equity-based awards under our stock-based compensation plan and outside of our stock-based compensation plan, with terms generally similar to the terms under our stock-based compensation plan. The Company estimates the fair value of stock-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect the Company’s net loss and net loss per share. Stock options granted to non-employees are revalued monthly until fully vested, with any change in fair value expensed. The Company has issued equity for services or as consideration within contractual agreements. Stock-based compensation expense related to such equity issuances are based on the closing price of the Company’s stock on the date the liability is incurred, with the stock-based compensation adjusted on the date of issuance, based on the Company’s stock price on the issuance date. Comprehensive Income (Loss) Comprehensive income or loss includes all changes in equity except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive income or loss other than net loss from operations for the years ended July 31, 2015, 2014 and 2013. Recent Accounting Pronouncements Recent pronouncements that are not anticipated to have an impact on or are unrelated to the Company’s financial condition, results of operations, or related disclosures are not discussed. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation . The amendments in the ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities. In addition, the ASU: ( a ) adds an example disclosure in Topic 275, Risks and Uncertainties , to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities; and ( b ) removes an exception provided to development stage entities in Topic 810, Consolidation , for determining whether an entity is a variable interest entity. The Company adopted this standard in the first quarter of fiscal year 2015. The adoption of this standard did not have an impact on the financial condition of the Company. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not intend to early adopt this standard. The adoption of this standard will not have an impact on the financial condition of the Company. |
Cash and Cash Equivalents and L
Cash and Cash Equivalents and Liquidity | 12 Months Ended |
Jul. 31, 2015 | |
Cash and Cash Equivalents and Liquidity | |
Cash and Cash Equivalents and Liquidity | Note 3—Cash and Cash Equivalents and Liquidity The Company considers all liquid investments with maturities of ninety days or less when purchased to be cash equivalents. As of July 31, 2015 and July 31, 2014, cash and cash equivalents were principally comprised of cash in checking accounts. The Company’s activities to date have been supported primarily by equity financing. It has sustained losses in previous reporting periods with an inception to date loss of $46,606,143 as of July 31, 2015. As of July 31, 2015, the Company had cash and cash equivalents of approximately $32.0 million. The Company believes its cash resources are sufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and clinical trials and commercialization potential product candidates. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. Additional financing may not be available to the Company when needed or, if available, it may not be obtained on commercially reasonable terms. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. Historically, the Company has funded its operations primarily through equity financings and it expects that it will continue to fund its operations through equity and debt financing. If the Company raises additional financing by issuing equity securities, its existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. The Company also expects to pursue non-dilutive financing sources. However, obtaining such financing would require significant efforts by the Company’s management team, and such financing may not be available, and if available, could take a long period of time to obtain. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jul. 31, 2015 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 4 — Fair Value of Financial Instruments Financial assets and liabilities are measured at fair value, which is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At July 31, 2015 and 2014, respectively, approximately $90,000 and $0, respectively, was recorded in other long-term assets relating to a long-term certificate of deposit, which is classified within Level 1. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Jul. 31, 2015 | |
Balance Sheet Details | |
Balance Sheet Details | Note 5—Balance Sheet Details Property and Equipment Property and equipment, net, is comprised of the following: July 31, July 31, 2015 2014 Computers and Equipment $ $ Computer Software Leasehold Improvements Construction In Progress Property and Equipment, gross Accumulated Depreciation ) ) $ $ Depreciation expense recorded for the years ended July 31, 2015, 2014 and 2013 was approximately $200,000, $83,000 and $40,000, respectively. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: July 31, July 31, 2015 2014 Research & Development Costs $ $ Professional Services Fees Office Equipment (not-capitalized) Other $ $ Accrued Compensation Accrued compensation is comprised of the following: July 31, July 31, 2015 2014 Separation Costs $ $ — Relocation Costs — Stock issuance liability — Payroll taxes on stock option exercise — 401K costs Other — $ $ |
Intangible Asset Acquisition an
Intangible Asset Acquisition and Cross License Agreement | 12 Months Ended |
Jul. 31, 2015 | |
Intangible Asset Acquisition and Cross License Agreement | |
Intangible Asset Acquisition and Cross License Agreement | Note 6—Intangible Asset Acquisition and Cross License Agreement On March 14, 2011, the Company entered into the Asset Purchase Agreement with Inovio , whereby the Company acquired technology and related assets related to the use of drug-medical device combination products for the treatment of various cancers. In return, the Company agreed to pay Inovio $3,000,000 in scheduled payments and a royalty on commercial product sales related to the acquired technology. The transaction closed on March 24, 2011. The Asset Purchase Agreement has been amended by the parties to modify the schedule of payments to Inovio (see Note 7). In connection with the closing of the Asset Purchase Agreement, the Company entered into a cross-license agreement with Inovio. Under the terms of the agreement, the Company granted Inovio a fully paid-up, exclusive, worldwide license to limited uses of certain of the acquired technology patents in the field of use of electroporation. No consideration was received by the Company, nor will Inovio be liable for future royalty fees related to this arrangement. Inovio also granted the Company a non-exclusive, worldwide license to certain other technology patents held by it in consideration for the following: (a) a fee for any sublicense of the Inovio technology, not to exceed 10%; (b) a royalty on net sales of business the Company develops, with certain limitations, with the Inovio technology, not to exceed 1.5%; and (c) payment to Inovio of any amount owed by Inovio to one licensor of the Inovio technology that is a direct result of the license. In addition, the Company agreed not to transfer this non-exclusive license apart from the assigned intellectual property. ASC 805, Business Combinations , provides guidance on determining whether an acquired set of assets meets the definition of a business for accounting purposes. Under the framework, the acquired set of acti vities and assets have to be capable of being operated as a business, from the viewpoint of a market participant as defined in ASC 820, Fair Value Measurements . Two essential elements required for an integrated set of activities are inputs and outputs. The Company evaluated the Asset Purchase Agreement and in accordance with the guidance, determined it did not meet the definition of a business acquisition as the acquisition consisted solely of the acquired technology and certain other tangible assets. The Company did not acquire the right to any employees previously involved with the technology, or research processes previously in place at Inovio. The Company therefore accounted for the transaction as an asset acquisition and allocated the purchase price to the identified tangible and intangible assets (patents) acquired based on their relative fair values, $38,000 and $2,962,000, respectively. The relative fair value of the intangible assets (patents) of $2,962,000 was reduced by a discount of approximately $174,000 recorded for the acquisition obligation (see Note 6). The relative fair value of the tangible assets of $38,000 was expensed to research and development as of the acquisition date. As of July 31, 2015, the intangible assets (patents) are fully amortized. As of July 31, 2014, the intangible assets (patents) are stated net of accumulated amortization of approximately $2,788,000. The intangible assets (patents) were amortized on a straight-line basis over the estimated remaining useful lives of the assets, determined as four years from the date of acquisition. Amortization expense for the years ended July 31, 2015, 2014 and 2013 was approximately $465,000, $697,000 and $697,000, respectively In accordance with the provisions of the applicable authoritative guidance, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. During the years ended July 31, 2015 and 2014, no impairment was recorded. |
Acquisition Obligation
Acquisition Obligation | 12 Months Ended |
Jul. 31, 2015 | |
Acquisition Obligation | |
Acquisition Obligation | Note 7—Acquisition Obligation On March 24, 2011, the Company recorded an acquisition obligation for amounts due to Inovio in accordance with the Asset Purchase Agreement (see Note 6). Amendments were entered into which obligated the Company to make certain payments on certain dates. In addition, in consideration of the two amendments entered into, the Company issued to Inovio a warrant to purchase 50,000 shares of common stock pursuant to the first amendment and a warrant to purchase 150,000 shares of common stock pursuant to the second amendment. The Company evaluated these warrants and determined that each met the criteria for equity classification. In accordance with ASC 835-30 “Interest on Receivables and Payables”, the future payments under the acquisition obligation were discounted using the incremental borrowing rate of 5.0%, to arrive at an initial imputed interest discount on the obligation as of the acquisition date of approximately $174,000. The imputed interest discount was recorded as a reduction to the relative fair value of the intangible assets acquired (see Note 6). The discount was revised with each purchase agreement amendment. Non-cash interest expense recognized during the years ended July 31, 2015, 2014 and 2013 was approximately $0, $21,000 and $83,000, respectively. The scheduled payments for the $3,000,000 obligation under this arrangement, as amended, were completed by December 31, 2013. At July 31, 2015 and July 31, 2014 there were no payment obligations outstanding under the Asset Purchase Agreement. |
Common Stock Transactions
Common Stock Transactions | 12 Months Ended |
Jul. 31, 2015 | |
Other Equity and Common Stock Transactions | |
Common Stock Transactions | Note 8—Common Stock Transactions Reverse Stock Split On May 18, 2015, the Company effected a 1-for-20 reverse stock split. As a result, the accompanying consolidated financial statements for the annual prior periods presented have been retroactively adjusted to reflect the effects of the reverse stock split. June 2015 Public Offering On June 8, 2015, the Company closed a registered direct public offering of an aggregate of 2,469,091 shares of the Company’s common stock at a purchase price of $5.50 per share, for gross proceeds to us of approximately $13.6 million (the “June 2015 Public Offering”). After deducting for fees and expenses, the aggregate net proceeds from the sale of the common stock in the June 2015 Public Offering were approximately $12.5 million. In connection with the June 2015 Public Offering, the Company paid placement agent fees consisting of (i) a cash fee equal to 6% of the gross proceeds of the offering, as well as a non-accountable expense allowance equal to 1% of the gross proceeds and (ii) warrants to purchase up to an aggregate of 5% of the aggregate number of shares of common stock sold in the offering, or 123,455 shares of the Company’s common stock (the “June 2015 Placement Agent Warrants”). The June 2015 Placement Agent Warrants will be exercisable at $6.88 per share as of December 8, 2015 and will expire on May 12, 2019. The fair value of the June 2015 Placement Agent Warrants was $571,868 (based on the Black-Scholes Option Pricing Model assuming no dividend yield, volatility of 88.40% and a risk free interest rate of 1.72%) and was recorded as an offering cost. The June 2015 Placement Agent Warrants and the shares of the Company’s common stock underlying the June 2015 Placement Agent Warrants have not been registered under the Securities Act. The Company completed an evaluation of the June 2015 Placement Agent warrants issued and determined the warrants should be classified as equity within the balance sheet. June 2014 Public Offering On June 6, 2014, the Company closed a registered public offering of an aggregate of 1,126,761 shares of the Company’s common stock and warrants to purchase an aggregate of 394,367 shares of common stock for gross proceeds to the Company of approximately $16.0 million (the “June 2014 Public Offering”). After deducting for fees and expenses, the aggregate net proceeds from the sale of the common stock and the warrants to the purchasers in the June 2014 Public Offering were approximately $14.9 million. In connection with the June 2014 Public Offering, the Company paid placement agent and financial advisory fees equal to 6% of the gross proceeds of the June 2014 Public Offering, as well as a non-accountable expense allowance equal to 1% of the gross proceeds of the June 2014 Public Offering and an accountable legal expense reimbursement of $25,000. In addition, the Company agreed to issue warrants to purchase an aggregate of up to 6% of the aggregate number of shares of Common Stock sold in the June 2014 Public Offering to the placement agent or its designees (the “June 2014 Placement Agent Warrants”). The June 2014 Placement Agent Warrants have substantially the same terms as the warrants issued to the purchasers in the June 2014 Public Offering, except that such warrants shall expire on May 12, 2019. The fair value of the June 2014 Placement Agent Warrants was $631,707 (based on the Black-Scholes Option Pricing Model assuming no dividend yield, volatility of 90.30% and a risk free interest rate of 1.53%), and was recorded as an offering cost. The June 2014 Placement Agent Warrants and the shares of the Company’s common stock underlying the June 2014 Placement Agent Warrants have not been registered under the Securities Act. The fair value of the warrants issued the purchasers in connection with the June 2014 Public Offering, based on their fair value relative to the common stock issued, was $2,756,979 (based on the Black-Scholes Option Pricing Model assuming no dividend yield, volatility of 90.30%, and a risk-free interest rate of 1.53%). The Company completed an evaluation of all of the warrants issued to the purchasers and determined the warrants should be classified as equity within the consolidated balance sheet. September 2013 Public Offering On September 18, 2013, the Company closed a registered public offering of an aggregate of 2,389,600 shares of the Company’s common stock and warrants to purchase an aggregate of 1,194,800 shares of common stock for gross proceeds to the Company of approximately $11.95 million (the “September 2013 Public Offering”). After deducting for fees and expenses, the aggregate net proceeds from the sale of the common stock and the warrants in the September 2013 Public Offering were approximately $11.1 million. Pursuant to the terms of the securities purchase agreement, at the closing each purchaser was issued a warrant to purchase up to a number of shares of the Company’s common stock equal to 50% of the shares issued to such purchaser in the offering. The warrants have an exercise price of $7.00 per share, are exercisable immediately upon issuance and have a term of exercise equal to four years from the date of issuance of the warrants, or September 18, 2017. In connection with the September 13, 2013 Public Offering, the Company agreed to pay an aggregate cash fee for placement agent and financial advisory services equal to 6% of the gross proceeds of the offering, as well as a non-accountable expense allowance equal to 1% of the gross proceeds of the offering. In addition, the Company agreed to issue warrants to purchase an aggregate of up to 5% of the aggregate number of shares of Common Stock sold in the offering, or 119,480, to the placement agent or its designees (the “September 2013 Placement Agent Warrants”). The September 2013 Placement Agent Warrants have substantially the same terms as the warrants issued to the purchasers in the offering, except that such warrants have an exercise price of $6.25 and shall expire on September 18, 2018. The fair value of the September 2013 Placement Agent Warrants was $410,535 (based on the Black-Scholes Option Pricing Model assuming no dividend yield, volatility of 94.57%, and a risk-free interest rate of 1.43%), and was recorded as an offering cost. The September 2013 Placement Agent Warrants and the shares of the Company’s common stock underlying the September 2013 Placement Agent Warrants have not been registered under the Securities Act. The fair value of the warrants issued in connection with the September 2013 Public Offering to the purchasers, based on their fair value relative to the common stock issued, was $2,461,008 (based on the Black-Scholes Option Pricing Model assuming no dividend yield, volatility of 83.62%, and a risk-free interest rate of 1.43%). The Company completed an evaluation of all of the warrants issued in connection with this offering and determined the warrants should be classified as equity within the consolidated balance sheet. Outstanding Warrants At July 31, 2015, the Company had outstanding warrants to purchase 1,895,102 shares of common stock, with exercise prices ranging from $5.20 to $24.00, all of which were classified as equity instruments. These warrants expire at various times between March 2016 and June 2019. Dividends The Company has not adopted any policy regarding payment of dividends and no dividends have been paid during the periods presented. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2015 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 9 — Stock-Based Compensation In May 2011, the Company’s Board of Directors adopted the OncoSec Medical Incorporated 2011 Stock Incentive Plan (as amended, the “2011 Plan”). The 2011 Plan was approved by the Company’s stockholders in March 2012 and originally authorized the Board of Directors to grant equity awards to employees, directors, and consultants for up to 260,000 shares of common stock. On April 15, 2013, the Company’s stockholders approved an amendment to the 2011 Plan to authorize the issuance of an additional 190,000 shares of common stock under the 2011 Plan, increasing the total number of shares reserved for issuance under the 2011 Plan to 450,000 shares. On July 18, 2014, the Company’s stockholders approved an amendment to the 2011 Plan to authorize the issuance of an additional 800,000 shares of common stock under the 2011 Plan, increasing the total number of shares reserved for issuance under the 2011 Plan to 1,250,000 shares. In addition, the stockholders approved an automatic increase of the share reserve available under the 2011 Plan on the first business day of each calendar year by the lesser of 3% of the shares of common stock outstanding as of the last day of the immediately preceeding calendar year, 500,000 shares, or such lesser amount of shares as determined by the Board of Directors. On January 2, 2015, the shares reserved for issuance under the 2011 Plan was increased by 370,278. On July 31, 2015, the Company’s stockholders approved an amendment to the 2011 Plan to authorize the issuance of an additional 1,879,722 shares of common stock under the 2011 Plan, increasing the total number of shares reserved for issuance under the 2011 Plan to 3,500,000 shares. In addition, the annual fiscal year per-individual grant limitation was increased to 500,000 shares. Incentive stock options are to be granted at a price that is no less than 100% of the fair value of the stock at the date of grant. Options vest over a period specified in individual option agreements entered into with grantees, and are exercisable for a maximum period of ten years after the date of grant. Options granted to stockholders who own more than 10% of the outstanding stock of the Company at the time of grant must be issued at an exercise price no less than 110% of the fair value of the stock on the date of grant. During the year ended July 31, 2015, the Company granted options to purchase 491,001, 37,500 and 80,000 shares of the Company’s common stock to employees, directors and consultants under the 2011 Plan, respectively. The options issued to employees under the 2011 Plan have a ten-year term, vest over a range of one to three years, and have exercise prices ranging from $5.60 to $10.60. The options issued to directors have a ten-year term, vest quarterly in equal increments over one year and have an exercise price of $7.60. The options issued to consultants have one- to three-year terms, vest in accordance with the terms of the applicable consulting agreement, and have exercise prices ranging from $6.01 to $7.80. During the year ended July 31, 2014, the Company granted options to purchase 90,500, 37,500 and 38,000 shares of the Company’s common stock to employees, directors and consultants, respectively, under the 2011 Plan. During the year ended July 31, 2014, the Company granted options to purchase 260,000 and 25,000 shares of the Company’s common stock to employees and consultants, respectively, outside of the 2011 Plan. The options issued to employees both within the 2011 Plan and outside of the 2011 Plan have a ten-year term, vest over a range of two to three years, and have exercise prices ranging from $6.20 to $16.10. The options issued to directors have a ten-year term, vest quarterly in equal increments over one year, and have an exercise price of $16.10. The options issued to consultants both within the 2011 Plan and outside of the 2011 Plan have one- to ten-year terms, vest in accordance with the terms of the applicable consulting agreement, and have exercise prices ranging from $5.20 to $16.10. During the year ended July 31, 2013, the Company granted options to purchase 34,250 and 15,000 shares of the Company’s common stock to employees and directors, respectively, under the 2011 Plan. The options issued to employees have a ten-year term, vest over a range of two to three years, and have exercise prices ranging from $4.00 to $8.40. The options issued to directors have a ten-year term, vest quarterly in equal increments over one year and have an exercise price of $5.00. During the year ended July 31, 2013, the Company also granted options to purchase 101,500 shares of the Company’s common stock to consultants under the 2011 Plan. The options issued to consultants have three to ten year terms, vest in accordance with the terms of the applicable consulting agreement, and have exercise prices ranging from $3.60 to $7.00. The following assumptions were used to calculate the fair value of stock-based compensation during the years ended: July 31, 2015 July 31, 2014 July 31, 2013 Expected volatility 86.02% - 117.50% 83.62% - 93.27% 80.32% - 97.85% Risk-free interest rate 0.36% - 2.13% 0.10% - 2.78% 0.31% - 1.97% Expected forfeiture rate Expected dividend yield — — — Expected term 1.6 – 6.5 years 1 - 10 years 3 - 10 years Expected price volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of an option. The Company exited shell status on March 24, 2011 and its stock became available for trading on April 8, 2011. In situations where a public entity has limited historical data on the price of its publicly traded shares and no other traded financial instruments, authoritative guidance is provided on estimating this assumption by basing its expected volatility on the historical, expected, or implied volatility of similar entities whose share option prices are publicly available. In making the determination as to similarity, the guidance recommends the consideration of industry, stage of life cycle, size and financial leverage of such other entities. The Company’s expected volatility is derived from the historical daily change in the market price of its common stock since its stock became available for trading, as well as the historical daily changes in the market price of its peer group, based on weighting, as determined by the Company. The expected term of the options represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in ASC Topic 718, which averages an award’s weighted-average vesting period and contractual term for share options and warrants. The Company will continue to use the simplified method until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with ASC Topic 718, as amended by SAB 110. For the expected term of options issued to employees and directors, the Company used the simplified method. The Company expects to continually evaluate its historical data as a basis for determining the expected terms of options granted under the 2011 Plan. The Company’s estimation of the expected term for stock options granted to parties other than employees or directors is the contractual term of the option award. For the purposes of estimating the fair value of stock option awards, the risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield. The Company has never paid any dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Stock-based compensation expense recognized in the Company’s statements of operations is based on awards ultimately expected to vest, reduced for estimated forfeitures. Authoritative guidance requires forfeitures to be estimated at the time of grant, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Because the Company records stock-based compensation monthly and utilizes cliff vesting and/or monthly vesting, the Company has estimated the forfeiture rate of its outstanding stock options as zero since the Company can adjust stock-based compensation due to terminations in the month of termination. Stock-based compensation expense recorded in the Company’s statement of operations for the years ended July 31, 2015, 2014 and 2013, respectively, resulting from stock options awarded to company’s employees, directors and consultants was approximately $2,548,000, $1,816,000 and $452,000, respectively. Of these balances during the years ended July 31, 2015, 2014 and 2013, approximately $946,000, $666,000 and $41,000, respectively, was recorded to research and development, and approximately $1,346,000, $1,150,000 and $411,000, respectively, was recorded in general and administrative in the Company’s statement of operations. See Note 11, Commitments and Contingencies, regarding the impact of stock option modifications (due to a separation package) on stock-based compensation expense for the year ended July 31, 2015. During the years ended July 31, 2015, 2014 and 2013, the Company recorded approximately $58,000, $118,000 and $11,000 respectively, in research and development expense and $198,000, $119,000 and $289,000, respectively, in general and administrative expense for stock options granted to non-employees. A summary of the Company’s stock option activity for the years ended July 31, 2015, 2014 and 2013 is as follows: Option Shares Outstanding (1) Weighted-Average Exercise Price (1) Aggregate Intrinsic Value ($000’s) Balance at July 31, 2012 $ $ Granted Exercised ) Forfeited / Cancelled / Expired ) Balance at July 31, 2013 Granted Exercised ) Forfeited / Cancelled / Expired ) Balance at July 31, 2014 Granted Exercised ) Forfeited / Cancelled / Expired ) Balance at July 31, 2015 Exercisable at July 31, 2015 $ $ (1) Recast to reflect the 1-for-20 reverse stock split effected May 2015 Range of Exercise Prices (1) Number of Shares Outstanding Weighted Average Contractual Life (in years) Number Of Shares Exercisable Weighted Average Remaining Contractual Life (in years) $ 3.60 -16.10 $ The weighted-average grant date fair value of stock options granted during the years ended July 31, 2015, 2014 and 2013 was $5.57, $9.40 and $2.80, respectively. As of July 31, 2015, there was approximately $3.4 million of unrecognized non-cash compensation cost related to unvested options, which will be recognized over a weighted average period of 1.9 years. The weighted-average fair value of stock options vested during the years ended July 31, 2015, 2014 and 2013 was $7.12, $6.60 and $3.00. Common Stock Reserved for Future Issuance The following table summarizes common stock reserved for future issuance at July 31, 2015: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) Common Stock warrants Common Stock options authorized for future grant under the 2011 Plan |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2015 | |
Income Taxes | |
Income Taxes | Note 10—Income Taxes The FASB Topic on Income Taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has had no unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had an accrual of $0 and $0 for interest or penalties on the Company’s balance sheet at July 31, 2015 and July 31, 2014, respectively, and has recognized approximately $0, $41,000 and $0 of interest and/or penalties in the statement of operations for the year ended July 31, 2015, 2014 and 2013, respectively. The Company is subject to taxation in the United States, California, New York, North Carolina and Washington. The Company’s tax years for 2008 and forward are subject to examination by the United States and California tax authorities due to the carry forward of unutilized net operating losses and research and development credits. At July 31, 2015, the Company had federal and California income tax net operating loss carryforwards of approximately $40,330,000 and $39,009,000, respectively. In addition, the Company has federal and California research and development tax credit carryforwards of approximately $660,000 and $694,000, respectively. The Company also has California Hiring Credits of approximately $9,300. The federal net operating loss, research tax credit carryforwards and California net operating loss carryforwards will begin to expire in 2027 unless previously utilized. The California research and development credit carryforwards will carry forward indefinitely until utilized. The Company has not completed a study to assess whether an ownership change has occurred, as defined by IRC Section 382/383 or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such a study, and the fact that there may be additional such ownership changes in the future. Based on a preliminary assessment, the Company believes that an ownership change occurred in 2011. The Company estimates that if such a change did occur, the federal and state net operating loss carry-forwards and research and development credits that can be utilized in the future will be significantly limited. There can be no assurance that the Company will ever be able to realize the benefit of some or all of the federal and state loss carryforwards or the credit carryforwards, either due to ongoing operating losses or due to ownership changes, which limit the usefulness of the loss carryforwards. Significant components of the Company’s deferred tax assets as of July 31, 2015 and 2014 are listed below: 2015 2014 Net operating loss carryforwards Credits Start-up costs Accumulated Depreciation Other Net deferred tax assets Valuation allowance for deferred tax assets ) ) Net deferred taxes $ — $ — A valuation allowance of $18,880,000 and $10,209,000 at July 31, 2015 and 2014, respectively, has been recognized to offset the net deferred tax assets as realization of such assets is uncertain. A reconciliation of incomes taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2015 2014 2013 Federal tax benefit at the expected statutory rate % % % State income tax, net of federal tax benefit )% )% )% Non-deductible expenses )% )% )% Change in valuation allowance )% )% )% Other % — — Income tax benefit - effective rate )% )% )% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2015 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 11—Commitments and Contingencies In the ordinary course of business, the Company may become a party to lawsuits involving various matters. The Company is unaware of any such lawsuits presently pending against it which individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. On May 31, 2013, the Company entered into a 38-month lease agreement for office space to serve as our corporate headquarters in San Diego, California, commencing on July 1, 2013. The initial base monthly rent is approximately $8,000, with scheduled annual increases of 3%. Under the terms of the lease agreement, the Company received a tenant improvement allowance of approximately $60,000, which was classified as deferred rent and is being amortized on a straight-line basis over the term of the lease as a reduction to rent expense. Tenant improvements associated with the lease agreement are recorded as an addition to leasehold improvements and are being amortized over the shorter of the estimated useful life of the improvement or the remaining life of the lease. This lease has not been sublet or renegotiated. Effective April 1, 2014, the Company entered into a short-term, 6-month sublease agreement for temporary office and laboratory space in Seattle, Washington to support its R&D operations. Effective July 1, 2014 the Company amended the sublease agreement to include additional lab benches and cubicle office space, which increased its rent obligations from $7,375 to $9,925 per month. Effective December 1, 2014, the Company entered into a second addendum sublease agreement to include 10 lab benches and additional office space, which increased its rent obligations from $9,925 to $12,450 per month. On April 1, 2015 the sublease was extended on the same terms, on a month-to-month basis. Effective June 15, 2014, the Company entered into a 12-month lease agreement for 1,393 square feet of lab space in San Diego, California to further support its R&D operations. The base rent is approximately $2,300 per month. At expiration this lease was extended to December 31, 2015, with base rent at approximately $3,000 per month. Effective April 15, 2015, the Company entered into a 12-month lease agreement for vivarium space for its R&D operations, with base rent at approximately $5,000 per month. On December 31, 2014, the Company entered into a lease agreement for approximately 33,928 rentable square feet located at 5820 Nancy Ridge Drive, San Diego, California to serve as the Company’s new corporate headquarters and research and development laboratory. The lease term commences on or about October 16, 2015 and expires 120 months after commencement. The Company has an option to extend the lease for an additional 5 years, if notice is given within 12 months prior to the expiration of the lease term. The Company also has the right to terminate the lease after the expiration of the 84th month after the lease commencement so long as the Company delivers to the landlord a written notice of its election to exercise its termination right no less than 12 months in advance. The lease agreement provides for base rent at $2.65 per rentable square feet, subject to a 3% rate increase on each annual anniversary of the first day of the first full month during the term of the lease agreement. Upon commencement of the lease, 12 months of rent abatement is provided. The lease also provides for a tenant improvement (“TI”) fund of $6,107,040, which the landlord is solely responsible for and covers base building improvements. An additional TI allowance up to $508,920 is available to the Company, should we choose to use it, in the form of TI rent. The Company’s Corporate relocation is anticipated to be completed by November 2015 and as of October 9, 2015, we have not yet determined if any portion of the additional TI allowance is needed. In addition, the Company is required to share in certain operating expenses of the premises.In addition, the Company is required to share in certain operating expenses of the Premises. In December 2014, pursuant to the lease agreement, the Company delivered a security deposit of approximately $90,000. Total rent expense for the years ended July 31, 2015, 2014 and 2013 was approximately $349,000, $141,000 and $128,000, respectively. At July 31, 2015, future minimum lease payments under the non-cancelable operating leases are approximately as follows: Year Ending July 31, Operating Lease 2016 $ 2017 2018 2019 2020 Thereafter Total minimum payments $ On March 6, 2015, the Company entered into two research and development services agreements, one with Rev.1 Engineering Inc. (“Rev.1”) and the other with Merlin CSI, LLC (“Merlin”). Each company has been engaged to perform research, development, testing, and regulatory filing services related to an engineering project. The Company will own intellectual property related to any potential candidate device that is developed by either party in the performance of the services under these agreements. The estimated total cost of the Rev.1 agreement is $3,383,000. The Company paid an initial deposit to Rev.1 of $350,000 upon signing the agreement and Rev.1 will use this deposit to offset 10% of each monthly invoice under the agreement, reducing the outstanding deposit accordingly. If the Company exercises its right to terminate the Rev.1 agreement before the completion of the engineering projects, the Company will forfeit the outstanding deposit amount to Rev.1. The estimated total cost of the Merlin agreement is $1,525,000. The Company may be responsible for additional costs, including the costs of preapproved expenses incurred by Merlin. As of July 31, 2015, the Company has paid approximately $1.4 million related to these two research and development agreements. The Company has entered employment agreements with the Chief Executive Officer, Chief Financial Officer, Chief Scientific Officer and Chief Medical Officer of the Company . Generally the terms of each agreement are such that if the Officer is terminated other than for cause, death or disability, or if the case of termination of employment with the Company is for good cause, the Officer shall be entitled to receive severance payments equal to either 6 or 12 months of his/her then-current annual base salary plus any accrued bonus and 6 or 12 months of benefits coverage. On June 24, 2015, the Company and the Company’s former Chief Financial Officer (“CFO”) entered into a termination and separation agreement pursuant to which the Company agreed to pay severance of $309,833 (which included 30 days’ pay in lieu of notice under the respective, effective employment agreement), less applicable withholdings, in the form of salary continuation in accordance with the Company’s customary payroll practices and a pro rata bonus for 2015 equal to $35,100. The Company will also pay for 12 months of benefits coverage and the Company agreed to accelerate the vesting of 31,586 stock options as of the date of termination and to extend the exercise period for one year post-termination for all vested stock options. A release was signed in favor of the Company (subject to any statutory rights). At July 31, 2015, the Company has recorded a liability of approximately $354,000 in its balance sheet related to the former CFO’s separation package. In addition, the Company accounted for the stock option modification pursuant to ASC Topic 718. Based on a Black-Scholes Option Pricing Model (assuming a term of 1 year, no dividend yield, volatility of 74.61% and a risk free interest rate of .30%), the Company recorded at July 31, 2015 approximately $41,000 of additional stock-based compensation expense in its statement of operations related to the stock option modification. The additional stock-based compensation was categorized as general and administrative expense. |
401 (k) Plan
401 (k) Plan | 12 Months Ended |
Jul. 31, 2015 | |
401 (k) Plan | |
401(k) Plan | Note 12—401(k) Plan Effective May 15, 2012, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code. The plan is for the benefit of all qualifying employees and permits voluntary contributions by employees up to 100% of eligible compensation, subject to the Internal Revenue Service imposed maximum limits. The terms of the plan allow for discretionary employer contributions. The Company currently matches 100% of its employees’ contributions, up to 6% of their annual compensation. The Company’s contributions are recorded as expense in the accompanying statement of operations and totaled approximately $133,000 for the year ended July 31, 2015. The Company made no discretionary employer contributions to the 401(k) Plan during the fiscal years ended July 31 2014 and 2013. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | Note 13—Related Party Transactions The Company’s Chairman of the Board of Directors is also a Director and the Chairman (formerly Executive Chairman) of Inovio. The Company’s Chairman abstained from all discussions and voting related to negotiations of the Asset Purchase Agreement disclosed in Note 6 and the amendments (and related warrants) disclosed in Note 7, while performing his duties as Executive Chairman of Inovio. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jul. 31, 2015 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | Note 14 —Quarterly Financial Data (Unaudited) The following financial information reflects all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods. Summarized quarterly data for fiscal 2015 and 2014 are as follows: Year ended July 31 2015 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ — $ — $ — $ — Total operating expenses ) ) ) ) Loss from operations ) ) ) ) Net loss $ ) $ ) $ ) $ ) Net loss applicable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted net loss per share (1) (2) $ $ $ $ (1) Loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net loss per share will not necessarily equal the total for the year. (2) Recast to reflect the 1-for-20 reverse stock split effected May 2015 Year ended July 31 2014 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ — $ — $ — $ — Total operating expenses ) ) ) ) Loss from operations ) ) ) ) Net loss $ ) $ ) $ ) $ ) Net loss applicable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted net loss per share (1) (2) $ $ $ $ (1) Loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net loss per share will not necessarily equal the total for the year. (2) Recast to account for the 1-for-20 reverse stock split effected May 2015. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2015 | |
Significant Accounting Policies | |
Segment Reporting | Segment Reporting The Company operates in a single industry segment — the discovery and development of novel immunotherapeutic product candidates to improve treatment options for patients and physicians, intended to treat a wide range of oncology indications. |
Concentrations and Credit Risk | Concentrations and Credit Risk The Company maintains cash balances at a small number of financial institutions, where such balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents. |
Financial Instruments | Financial Instruments The carrying amounts for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term nature, generally less than three months. It is management’s opinion that the Company is not exposed to significant interest, currency, or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed. |
Warrants | Warrants The Company accounts for its warrants as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s balance sheet and no further adjustments to their valuation are made. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on the Company’s balance sheet at their fair value on the date of issuance and will be revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate. |
Use of Estimates | Use of Estimates The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Such estimates include stock-based compensation and accounting for income taxes including the related valuation allowance on the deferred tax asset and uncertain tax positions. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in the business or as new information becomes available. Actual results could differ materially from the estimates. |
Property and Equipment | Property and Equipment The cost of property and equipment is depreciated on a straight-line basis over the estimated useful lives of the related assets. The useful lives of property and equipment for the purpose of computing depreciation are: Computers and Equipment 3 to 10 years Computer Software 1 to 3 years Leasehold Improvements Shorter of lease period or useful life |
Net Loss Per Share | Net Loss Per Share The Company computes basic net loss per common share by dividing the applicable net loss by the weighted average number of common shares outstanding during the respective period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock options and other potentially dilutive securities using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. The Company did not include shares underlying stock options and warrants issued and outstanding during any of the periods presented in the computation of net loss per share, as the effect would have been anti-dilutive. |
Stock-based Compensation | Stock-based Compensation The Company grants equity-based awards under our stock-based compensation plan and outside of our stock-based compensation plan, with terms generally similar to the terms under our stock-based compensation plan. The Company estimates the fair value of stock-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect the Company’s net loss and net loss per share. Stock options granted to non-employees are revalued monthly until fully vested, with any change in fair value expensed. The Company has issued equity for services or as consideration within contractual agreements. Stock-based compensation expense related to such equity issuances are based on the closing price of the Company’s stock on the date the liability is incurred, with the stock-based compensation adjusted on the date of issuance, based on the Company’s stock price on the issuance date. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income or loss includes all changes in equity except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive income or loss other than net loss from operations for the years ended July 31, 2015, 2014 and 2013. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent pronouncements that are not anticipated to have an impact on or are unrelated to the Company’s financial condition, results of operations, or related disclosures are not discussed. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation . The amendments in the ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities. In addition, the ASU: ( a ) adds an example disclosure in Topic 275, Risks and Uncertainties , to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities; and ( b ) removes an exception provided to development stage entities in Topic 810, Consolidation , for determining whether an entity is a variable interest entity. The Company adopted this standard in the first quarter of fiscal year 2015. The adoption of this standard did not have an impact on the financial condition of the Company. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not intend to early adopt this standard. The adoption of this standard will not have an impact on the financial condition of the Company. |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Significant Accounting Policies | |
Schedule of useful lives of property and equipment for the purpose of computing depreciation | Computers and Equipment 3 to 10 years Computer Software 1 to 3 years Leasehold Improvements Shorter of lease period or useful life |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Balance Sheet Details | |
Schedule of property and equipment, net | July 31, July 31, 2015 2014 Computers and Equipment $ $ Computer Software Leasehold Improvements Construction In Progress Property and Equipment, gross Accumulated Depreciation ) ) $ $ |
Schedule of accounts payable and accrued liabilities | July 31, July 31, 2015 2014 Research & Development Costs $ $ Professional Services Fees Office Equipment (not-capitalized) Other $ $ |
Schedule of accrued compensation | July 31, July 31, 2015 2014 Separation Costs $ $ — Relocation Costs — Stock issuance liability — Payroll taxes on stock option exercise — 401K costs Other — $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Stock-Based Compensation | |
Schedule of assumptions used to calculate fair value of stock based compensation | July 31, 2015 July 31, 2014 July 31, 2013 Expected volatility 86.02% - 117.50% 83.62% - 93.27% 80.32% - 97.85% Risk-free interest rate 0.36% - 2.13% 0.10% - 2.78% 0.31% - 1.97% Expected forfeiture rate Expected dividend yield — — — Expected term 1.6 – 6.5 years 1 - 10 years 3 - 10 years |
Summary of stock option activity | Option Shares Outstanding (1) Weighted-Average Exercise Price (1) Aggregate Intrinsic Value ($000’s) Balance at July 31, 2012 $ $ Granted Exercised ) Forfeited / Cancelled / Expired ) Balance at July 31, 2013 Granted Exercised ) Forfeited / Cancelled / Expired ) Balance at July 31, 2014 Granted Exercised ) Forfeited / Cancelled / Expired ) Balance at July 31, 2015 Exercisable at July 31, 2015 $ $ (1) Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Schedule of stock options activity by range of exercise prices | Range of Exercise Prices (1) Number of Shares Outstanding Weighted Average Contractual Life (in years) Number Of Shares Exercisable Weighted Average Remaining Contractual Life (in years) $ 3.60 -16.10 $ |
Summary of common stock reserved for future issuance | Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) Common Stock warrants Common Stock options authorized for future grant under the 2011 Plan |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Income Taxes | |
Schedule of significant components of deferred tax assets | 2015 2014 Net operating loss carryforwards Credits Start-up costs Accumulated Depreciation Other Net deferred tax assets Valuation allowance for deferred tax assets ) ) Net deferred taxes $ — $ — |
Schedule of reconciliation of incomes taxes using the statutory income tax rate, compared to the effective rate | 2015 2014 2013 Federal tax benefit at the expected statutory rate % % % State income tax, net of federal tax benefit )% )% )% Non-deductible expenses )% )% )% Change in valuation allowance )% )% )% Other % — — Income tax benefit - effective rate )% )% )% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Commitments and Contingencies. | |
Schedule of future minimum lease payments under the non-cancelable operating leases | Year Ending July 31, Operating Lease 2016 $ 2017 2018 2019 2020 Thereafter Total minimum payments $ |
Quarterly Financial Data (Una28
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Quarterly Financial Data (Unaudited) | |
Summary of quarterly data | Year ended July 31 2015 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ — $ — $ — $ — Total operating expenses ) ) ) ) Loss from operations ) ) ) ) Net loss $ ) $ ) $ ) $ ) Net loss applicable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted net loss per share (1) (2) $ $ $ $ (1) Loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net loss per share will not necessarily equal the total for the year. (2) Recast to reflect the 1-for-20 reverse stock split effected May 2015 Year ended July 31 2014 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ — $ — $ — $ — Total operating expenses ) ) ) ) Loss from operations ) ) ) ) Net loss $ ) $ ) $ ) $ ) Net loss applicable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted net loss per share (1) (2) $ $ $ $ (1) Loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net loss per share will not necessarily equal the total for the year. (2) Recast to account for the 1-for-20 reverse stock split effected May 2015. |
Nature of Operations and Basi29
Nature of Operations and Basis of Presentation (Details) | May. 18, 2015shares | Jun. 03, 2011USD ($) | Mar. 24, 2011USD ($) | Jul. 31, 2015subsidiary |
Nature of operations and basis of presentation | ||||
Total purchase price | $ 3,000,000 | |||
Number of subsidiaries | subsidiary | 0 | |||
Reverse stock split ratio | 0.05 | |||
Number of fractional shares issued related to reverse stock split | shares | 0 | |||
OncoSec Medical Therapeutics | ||||
Nature of operations and basis of presentation | ||||
Total purchase price | $ 1,000 |
Significant Accounting Polici30
Significant Accounting Policies (Details) | 12 Months Ended |
Jul. 31, 2015USD ($) | |
Concentrations and Credit Risk | |
Amount insured by the Federal Deposit Insurance Corporation | $ 250,000 |
Computers and Equipment | Minimum | |
Property and equipment | |
Useful lives | 3 years |
Computers and Equipment | Maximum | |
Property and equipment | |
Useful lives | 10 years |
Computer Software | Minimum | |
Property and equipment | |
Useful lives | 1 year |
Computer Software | Maximum | |
Property and equipment | |
Useful lives | 3 years |
Cash and Cash Equivalents and31
Cash and Cash Equivalents and Liquidity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 90 Months Ended | ||||||||||
Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2012 | |
Cash and cash equivalents | |||||||||||||
Losses in all previous reporting periods from inception to date | $ 6,576,413 | $ 5,987,345 | $ 4,618,237 | $ 4,061,116 | $ 3,543,358 | $ 3,816,844 | $ 2,600,429 | $ 2,051,486 | $ 21,243,111 | $ 12,012,117 | $ 7,150,187 | $ 46,606,143 | |
Cash and cash equivalents | $ 32,035,264 | $ 37,852,694 | $ 32,035,264 | $ 37,852,694 | $ 4,970,175 | $ 32,035,264 | $ 5,141,509 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments (Details) - USD ($) | Jul. 31, 2015 | Jul. 31, 2014 |
Level 1 | Other long-term assets | ||
Fair Value Measurements | ||
Long-term certificate of deposit | $ 90,000 | $ 0 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Property and equipment | |||
Property and Equipment, gross | $ 2,138,524 | $ 723,367 | |
Accumulated Depreciation | (330,542) | (142,313) | |
Property and Equipment, net | 1,807,982 | 581,054 | |
Depreciation expense | 200,000 | 83,000 | $ 40,000 |
Computers and Equipment | |||
Property and equipment | |||
Property and Equipment, gross | 1,589,914 | 465,964 | |
Computer Software | |||
Property and equipment | |||
Property and Equipment, gross | 18,701 | 18,701 | |
Leasehold Improvements | |||
Property and equipment | |||
Property and Equipment, gross | 112,469 | 100,196 | |
Construction In Progress | |||
Property and equipment | |||
Property and Equipment, gross | $ 417,440 | $ 138,506 |
Balance Sheet Details (Details
Balance Sheet Details (Details 2) - USD ($) | Jul. 31, 2015 | Jul. 31, 2014 |
Accounts Payable and Accrued Liabilities | ||
Research & Development Costs | $ 1,865,087 | $ 820,522 |
Professional Services Fees | 213,122 | 244,055 |
Office Equipment (not-capitalized) | 69,900 | 4,640 |
Other | 212,396 | 167,135 |
Accounts Payable and Accrued Liabilities, Current, Total | 2,360,505 | 1,236,352 |
Accrued Compensation | ||
Separation Costs | 353,909 | |
Relocation Costs | 76,884 | |
Stock issuance liability | 55,500 | |
Payroll taxes on stock option exercise | 39,723 | |
401K costs | 14,329 | 2,931 |
Other | 824 | |
Employee-related Liabilities, Current, Total | $ 501,446 | $ 42,654 |
Intangible Asset Acquisition 35
Intangible Asset Acquisition and Cross License Agreement (Details) | Mar. 24, 2011USD ($) | Jul. 31, 2015USD ($)item | Jul. 31, 2014USD ($) | Jul. 31, 2013USD ($) | Mar. 28, 2011USD ($) |
Intangible Asset Acquisition and Cross License Agreement disclosures | |||||
Scheduled payments to Inovio for assets accounted for as an asset acquisition | $ 3,000,000 | ||||
Fees for sublicense, maximum (as a percent) | 10.00% | ||||
Royalty on net sales, maximum (as a percent) | 1.50% | ||||
Number of licensors of Inovio that Company will pay under the license | item | 1 | ||||
Purchase price allocation of assets acquired | |||||
Tangible assets - machinery, property and inventory, accounted for as an asset acquisition | 38,000 | ||||
Intangible assets, relative fair value | 2,962,000 | ||||
Discount | $ 174,000 | $ 174,000 | |||
Weighted average remaining amortization period for patents | 4 years | ||||
Impairment charges | 0 | $ 0 | |||
Research and development expense. | |||||
Purchase price allocation of assets acquired | |||||
Tangible assets - machinery, property and inventory, accounted for as an asset acquisition | $ 38,000 | ||||
Patents | |||||
Purchase price allocation of assets acquired | |||||
Intangible assets, estimated fair value | 2,962,000 | ||||
Accumulated amortization | 2,788,000 | ||||
Amortization expense | 465,000 | $ 697,000 | $ 697,000 | ||
Asset purchase of SECTA technology accounted for as an asset acquisition | |||||
Intangible Asset Acquisition and Cross License Agreement disclosures | |||||
Consideration received | $ 0 |
Acquisition Obligation (Details
Acquisition Obligation (Details) | Mar. 24, 2011USD ($) | Jul. 31, 2015USD ($)itemshares | Jul. 31, 2014USD ($) | Jul. 31, 2013USD ($) | Mar. 24, 2012shares | Sep. 28, 2011shares |
Acquisition obligation | ||||||
Class Of Warrant (in shares) | 1,895,102 | |||||
Number of amendments | item | 2 | |||||
Incremental borrowing rate used to discount acquisition obligation (as a percent) | 5.00% | |||||
Imputed interest discount | $ | $ 174,000 | $ 174,000 | ||||
Non-cash interest expense due to amendments | $ | $ 0 | $ 21,000 | $ 83,000 | |||
First Amendment | ||||||
Acquisition obligation | ||||||
Class Of Warrant (in shares) | 50,000 | |||||
Second Amendment | ||||||
Acquisition obligation | ||||||
Class Of Warrant (in shares) | 150,000 |
Acquisition Obligation (Detai37
Acquisition Obligation (Details 2) - USD ($) | Jul. 31, 2015 | Jul. 31, 2014 | Mar. 24, 2011 |
Acquisition Obligation | |||
Scheduled payments under asset purchase agreement to Inovio | $ 3,000,000 | ||
Payment obligation | $ 0 | $ 0 |
Common Stock Transactions (Deta
Common Stock Transactions (Details) - USD ($) | Jun. 08, 2015 | Jun. 06, 2014 | Sep. 18, 2013 | Jun. 06, 2014 | Jul. 31, 2015 |
Private Placements and Public Offerings | |||||
Shares issued in offering | 2,469,091 | 1,126,761 | 2,389,600 | ||
Issuance price per share (in dollars per share) | $ 5.50 | ||||
Aggregate number of shares of common stock the warrants can purchase | 1,895,102 | ||||
Proceeds from issuance of common stock and warrants | $ 13,600,000 | ||||
Net, proceeds from issuance of common stock and warrants | $ 12,500,000 | ||||
Maximum | |||||
Private Placements and Public Offerings | |||||
Exercise price of warrants (in dollars per share) | $ 24 | ||||
Warrants issued with June 2014 Public Offering | |||||
Private Placements and Public Offerings | |||||
Aggregate number of shares of common stock the warrants can purchase | 394,367 | 394,367 | |||
Proceeds from issuance of common stock and warrants | $ 16,000,000 | ||||
Net, proceeds from issuance of common stock and warrants | 14,900,000 | ||||
Fair value of warrants | $ 2,756,979 | $ 2,756,979 | |||
Dividend yield (as a percent) | 0.00% | ||||
Volatility rate (as a percent) | 90.30% | ||||
Risk-free interest rate (as a percent) | 1.53% | ||||
Warrants issued with September 2013 Public Offering | |||||
Private Placements and Public Offerings | |||||
Aggregate number of shares of common stock the warrants can purchase | 1,194,800 | ||||
Proceeds from issuance of common stock and warrants | $ 11,950,000 | ||||
Net, proceeds from issuance of common stock and warrants | $ 11,100,000 | ||||
Number of shares of common stock entitled to be purchased as a percentage of shares issued to such investor | 50.00% | ||||
Exercise price of warrants (in dollars per share) | $ 7 | ||||
Term of warrants | 4 years | ||||
Fair value of warrants | $ 2,461,008 | ||||
Dividend yield (as a percent) | 0.00% | ||||
Volatility rate (as a percent) | 83.62% | ||||
Risk-free interest rate (as a percent) | 1.43% | ||||
Placement Agents | Warrants issued with June 2015 Public Offering | |||||
Private Placements and Public Offerings | |||||
Exercise price of warrants (in dollars per share) | $ 6.88 | ||||
Placement agent fees as a percentage of offering proceeds | 6.00% | ||||
Non-accountable expense allowance as a percentage of gross proceeds of offering | 1.00% | ||||
Percentage of warrants paid to placement agents | 5.00% | ||||
Warrants issued to placement agents (in shares) | 123,455 | ||||
Fair value of warrants | $ 571,868 | ||||
Dividend yield (as a percent) | 0.00% | ||||
Volatility rate (as a percent) | 88.40% | ||||
Risk-free interest rate (as a percent) | 1.72% | ||||
Placement Agents | Warrants issued with June 2014 Public Offering | |||||
Private Placements and Public Offerings | |||||
Placement agent fees as a percentage of offering proceeds | 6.00% | ||||
Non-accountable expense allowance as a percentage of gross proceeds of offering | 1.00% | ||||
Reimbursement of expenses to lead placement agent | $ 25,000 | ||||
Fair value of warrants | $ 631,707 | $ 631,707 | |||
Dividend yield (as a percent) | 0.00% | ||||
Volatility rate (as a percent) | 90.30% | ||||
Risk-free interest rate (as a percent) | 1.53% | ||||
Placement Agents | Warrants issued with June 2014 Public Offering | Maximum | |||||
Private Placements and Public Offerings | |||||
Percentage of warrants paid to placement agents | 6.00% | ||||
Placement Agents | Warrants issued with September 2013 Public Offering | |||||
Private Placements and Public Offerings | |||||
Exercise price of warrants (in dollars per share) | $ 6.25 | ||||
Placement agent fees as a percentage of offering proceeds | 6.00% | ||||
Non-accountable expense allowance as a percentage of gross proceeds of offering | 1.00% | ||||
Percentage of warrants paid to placement agents | 5.00% | ||||
Warrants issued to placement agents (in shares) | 119,480 | ||||
Fair value of warrants | $ 410,535 | ||||
Dividend yield (as a percent) | 0.00% | ||||
Volatility rate (as a percent) | 94.57% | ||||
Risk-free interest rate (as a percent) | 1.43% |
Common Stock Transactions (De39
Common Stock Transactions (Details 2) | May. 18, 2015 | Jul. 31, 2015$ / sharesshares |
Other equity and common stock transactions | ||
Reverse stock split ratio | 0.05 | |
Warrants issued to purchase shares | shares | 1,895,102 | |
Minimum | ||
Other equity and common stock transactions | ||
Warrants exercise price (in dollars per share) | $ 5.20 | |
Maximum | ||
Other equity and common stock transactions | ||
Warrants exercise price (in dollars per share) | $ 24 |
Common Stock Transactions (De40
Common Stock Transactions (Details 3) | 24 Months Ended |
Jul. 31, 2015USD ($) | |
Stockholders' Equity | |
Dividends paid | $ 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | Jul. 31, 2015USD ($)$ / sharesshares | Jul. 01, 2015shares | May. 18, 2015 | Jan. 02, 2015shares | Jul. 18, 2014shares | Apr. 15, 2013shares | Jul. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2014USD ($)$ / sharesshares | Jul. 31, 2013USD ($)$ / sharesshares | May. 31, 2011shares |
Stock-based compensation | ||||||||||
Exercise price, low end of the range (in dollars per share) | $ / shares | $ 3.60 | |||||||||
Exercise price, high end of the range (in dollars per share) | $ / shares | $ 16.10 | |||||||||
Expected volatility, minimum (as a percent) | 86.02% | 83.62% | 80.32% | |||||||
Expected volatility, maximum (as a percent) | 117.50% | 93.27% | 97.85% | |||||||
Risk-free interest rate, minimum (as a percent) | 0.36% | 0.10% | 0.31% | |||||||
Risk-free interest rate, maximum (as a percent) | 2.13% | 2.78% | 1.97% | |||||||
Expected forfeiture rate (as a percent) | 0.00% | 0.00% | 0.00% | |||||||
Stock-based compensation expense recognized | $ | $ 2,548,000 | $ 1,816,000 | $ 452,000 | |||||||
Option Shares Outstanding | ||||||||||
Balance at the end of the period (in shares) | 1,148,764 | 1,148,764 | ||||||||
Aggregate Intrinsic Value | ||||||||||
Reverse stock split ratio | 0.05 | |||||||||
Minimum | ||||||||||
Stock-based compensation | ||||||||||
Expected term | 1 year 7 months 6 days | 1 year | 3 years | |||||||
Maximum | ||||||||||
Stock-based compensation | ||||||||||
Expected term | 6 years 6 months | 10 years | 10 years | |||||||
Research and development expense. | ||||||||||
Stock-based compensation | ||||||||||
Stock-based compensation expense recognized | $ | $ 946,000 | $ 666,000 | $ 41,000 | |||||||
General and administrative expenses. | ||||||||||
Stock-based compensation | ||||||||||
Stock-based compensation expense recognized | $ | $ 1,346,000 | $ 1,150,000 | $ 411,000 | |||||||
Stock Options | ||||||||||
Stock-based compensation | ||||||||||
Options granted to purchase shares | 608,501 | 451,000 | 150,750 | |||||||
Option Shares Outstanding | ||||||||||
Balance at the beginning of the period (in shares) | 588,045 | 257,500 | 158,750 | |||||||
Granted (in shares) | 608,501 | 451,000 | 150,750 | |||||||
Exercised (in shares) | (308) | (89,999) | (38,325) | |||||||
Forfeited/Cancelled/Expired (in shares) | (47,474) | (30,456) | (13,675) | |||||||
Balance at the end of the period (in shares) | 1,148,764 | 1,148,764 | 588,045 | 257,500 | ||||||
Exercisable (in shares) | 616,511 | 616,511 | ||||||||
Weighted-Average Exercise Price | ||||||||||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 11.20 | $ 4.60 | $ 4.80 | |||||||
Granted (in dollars per share) | $ / shares | 7.45 | 13.20 | 4.40 | |||||||
Exercised (in dollars per share) | $ / shares | 5.60 | 4.20 | 3.60 | |||||||
Forfeited/Cancelled/Expired (in dollars per share) | $ / shares | 12.29 | 5.20 | 6.60 | |||||||
Balance at the end of the period (in dollars per share) | $ / shares | $ 9.20 | 9.20 | $ 11.20 | $ 4.60 | ||||||
Exercisable (in dollars per share) | $ / shares | $ 9.81 | $ 9.81 | ||||||||
Aggregate Intrinsic Value | ||||||||||
Balance at the beginning of the period (in dollars) | $ | $ 844,000 | $ 372,000 | $ 24,000 | |||||||
Granted (in dollars) | $ | 1,000 | 1,000 | 232,000 | |||||||
Exercised (in dollars) | $ | 1,000 | 846,000 | 52,000 | |||||||
Forfeited/Cancelled/Expired (in dollars) | $ | 46,000 | 65,000 | 9,000 | |||||||
Balance at the end of the period (in dollars) | $ | $ 216,000 | 216,000 | $ 844,000 | 372,000 | ||||||
Exercisable (in dollars) | $ | $ 206,000 | 206,000 | ||||||||
Employees | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 10 years | |||||||||
Exercise price, low end of the range (in dollars per share) | $ / shares | $ 6.20 | |||||||||
Exercise price, high end of the range (in dollars per share) | $ / shares | $ 16.100 | |||||||||
Employees | Minimum | ||||||||||
Stock-based compensation | ||||||||||
Vesting period | 2 years | |||||||||
Employees | Maximum | ||||||||||
Stock-based compensation | ||||||||||
Vesting period | 3 years | |||||||||
Board of Directors | Minimum | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 1 year | |||||||||
Board of Directors | Maximum | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 10 years | |||||||||
Consultants | ||||||||||
Stock-based compensation | ||||||||||
Exercise price, low end of the range (in dollars per share) | $ / shares | $ 5.20 | |||||||||
Exercise price, high end of the range (in dollars per share) | $ / shares | $ 16.100 | |||||||||
Non-employees | Research and development expense. | ||||||||||
Stock-based compensation | ||||||||||
Stock-based compensation expense recognized | $ | 58,000 | $ 118,000 | 11,000 | |||||||
Non-employees | General and administrative expenses. | ||||||||||
Stock-based compensation | ||||||||||
Stock-based compensation expense recognized | $ | $ 198,000 | $ 119,000 | $ 289,000 | |||||||
2011 Plan | ||||||||||
Stock-based compensation | ||||||||||
Number of shares authorized | 3,500,000 | 1,250,000 | 450,000 | 260,000 | ||||||
Number of additional shares authorized | 1,879,722 | 370,278 | 800,000 | 190,000 | ||||||
Maximum percentage increase in number of share authorized, approved by shareholders | 3.00% | |||||||||
Maximum increase in number of shares authorized | 500,000 | |||||||||
Maximum shares granted per fiscal year per individual | 500,000 | |||||||||
2011 Plan | Minimum | ||||||||||
Stock-based compensation | ||||||||||
Purchase price of incentive stock options as a percentage of its fair value | 100.00% | |||||||||
Provisional percentage of outstanding stock owned by stockholders | 10.00% | |||||||||
Exercise price as a percentage of fair value of common stock for stockholders who own more than 10% of outstanding stock | 110.00% | |||||||||
2011 Plan | Maximum | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 10 years | |||||||||
2011 Plan | Employees | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 10 years | 10 years | ||||||||
Options granted to purchase shares | 491,001 | 90,500 | 34,250 | |||||||
Exercise price, low end of the range (in dollars per share) | $ / shares | $ 5.60 | $ 4 | ||||||||
Exercise price, high end of the range (in dollars per share) | $ / shares | $ 10.60 | $ 8.40 | ||||||||
Option Shares Outstanding | ||||||||||
Granted (in shares) | 491,001 | 90,500 | 34,250 | |||||||
2011 Plan | Employees | Minimum | ||||||||||
Stock-based compensation | ||||||||||
Vesting period | 1 year | 2 years | ||||||||
2011 Plan | Employees | Maximum | ||||||||||
Stock-based compensation | ||||||||||
Vesting period | 3 years | 3 years | ||||||||
2011 Plan | Board of Directors | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 10 years | 10 years | ||||||||
Options granted to purchase shares | 37,500 | 37,500 | 15,000 | |||||||
Vesting period | 1 year | 1 year | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 7.60 | $ 16.100 | $ 5 | |||||||
Option Shares Outstanding | ||||||||||
Granted (in shares) | 37,500 | 37,500 | 15,000 | |||||||
2011 Plan | Consultants | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 10 years | |||||||||
Options granted to purchase shares | 80,000 | 38,000 | 101,500 | |||||||
Vesting period | 1 year | |||||||||
Exercise price, low end of the range (in dollars per share) | $ / shares | $ 6.01 | $ 3.60 | ||||||||
Exercise price, high end of the range (in dollars per share) | $ / shares | $ 7.80 | $ 7 | ||||||||
Option Shares Outstanding | ||||||||||
Granted (in shares) | 80,000 | 38,000 | 101,500 | |||||||
2011 Plan | Consultants | Minimum | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 1 year | 3 years | ||||||||
2011 Plan | Consultants | Maximum | ||||||||||
Stock-based compensation | ||||||||||
Term of stock options | 3 years | 10 years | ||||||||
Outside 2011 Plan | Employees | ||||||||||
Stock-based compensation | ||||||||||
Options granted to purchase shares | 260,000 | |||||||||
Option Shares Outstanding | ||||||||||
Granted (in shares) | 260,000 | |||||||||
Outside 2011 Plan | Consultants | ||||||||||
Stock-based compensation | ||||||||||
Options granted to purchase shares | 25,000 | |||||||||
Option Shares Outstanding | ||||||||||
Granted (in shares) | 25,000 |
Stock-Based Compensation (Det42
Stock-Based Compensation (Details 2) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Stock-Based Compensation | |||
Exercise price, low end of the range (in dollars per share) | $ 3.60 | ||
Exercise price, high end of the range (in dollars per share) | $ 16.10 | ||
Number of Shares Outstanding | 1,148,764 | ||
Weighted Average Contractual Life | 8 years 2 months 12 days | ||
Number of Shares Exercisable | 616,511 | ||
Weighted Average Remaining Contractual Life | 7 years 3 months 18 days | ||
Additional disclosures | |||
Weighted-average grant date fair value (in dollars per share) | $ 5.57 | $ 9.40 | $ 2.80 |
Unrecognized non-cash compensation cost | $ 3.4 | ||
Weighted average period for recognition of unrecognized non-cash compensation cost | 1 year 10 months 24 days | ||
Weighted-average fair value of stock options vested | $ 7.12 | $ 6.60 | $ 3 |
Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) (in shares) | 1,148,764 | ||
Common Stock warrants (in shares) | 1,895,102 | ||
Common Stock options authorized for future grant under the 2011 Plan (in shares) | 2,652,434 | ||
Common Stock Reserved for Future Issuance | 5,696,300 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Operating loss carryforwards | |||
Accrued interest or penalties | $ 0 | $ 0 | |
Amount of interest or penalties recognized | 0 | $ 41,000 | $ 0 |
Federal | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | 40,330,000 | ||
California | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | $ 39,009,000 |
Income Taxes (Details 2)
Income Taxes (Details 2) | Jul. 31, 2015USD ($) |
Federal | Research and development | |
Tax credit carryforwards | |
Tax credit carryforwards | $ 660,000 |
California | Research and development | |
Tax credit carryforwards | |
Tax credit carryforwards | 694,000 |
California | Hiring Credit | |
Tax credit carryforwards | |
Tax credit carryforwards | $ 9,300 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Significant components of the deferred tax assets | |||
Net operating loss carryforwards | $ 15,460,000 | $ 8,211,000 | |
Credits | 1,082,000 | 397,000 | |
Start-up costs | 56,000 | 61,000 | |
Accumulated Depreciation | 591,000 | 663,000 | |
Other | 1,691,000 | 877,000 | |
Net deferred tax assets | 18,880,000 | 10,209,000 | |
Valuation allowance for deferred tax assets | $ (18,880,000) | $ (10,209,000) | |
Reconciliation of incomes taxes using statutory income tax rate, compared to effective rate | |||
Federal tax benefit at the expected statutory rate (as a percent) | 34.00% | 34.00% | 34.00% |
State income tax, net of federal tax benefit (as a percent) | (0.01%) | (0.01%) | (0.01%) |
Non-deductible expenses (as a percent) | (1.34%) | (0.45%) | (0.08%) |
Change in valuation allowance (as a percent) | (34.55%) | (33.90%) | (33.93%) |
Other (as a percent) | 1.89% | ||
Income tax benefit - effective rate (as a percent) | (0.01%) | (0.36%) | (0.02%) |
Commitments and Contingencies46
Commitments and Contingencies (Details) | Jun. 24, 2015USD ($)shares | Jun. 15, 2015USD ($) | Apr. 15, 2015USD ($) | Mar. 06, 2015USD ($)agreement | Dec. 31, 2014USD ($)ft²$ / item | Dec. 01, 2014USD ($)item | Jul. 01, 2014USD ($) | Jun. 15, 2014USD ($)ft² | Apr. 01, 2014USD ($) | May. 31, 2013USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) | Jul. 31, 2013USD ($) |
Research Agreement | |||||||||||||
Separation package | $ 353,909 | ||||||||||||
Additional stock-based compensation expense | 2,548,000 | $ 1,816,000 | $ 452,000 | ||||||||||
Rent expense | |||||||||||||
Total rent expense | 349,000 | $ 141,000 | $ 128,000 | ||||||||||
Future minimum operating lease payments | |||||||||||||
2,016 | 190,000 | ||||||||||||
2,017 | 853,000 | ||||||||||||
2,018 | 1,136,000 | ||||||||||||
2,019 | 1,170,000 | ||||||||||||
2,020 | 1,206,000 | ||||||||||||
Thereafter | 6,944,000 | ||||||||||||
Total minimum payments | $ 11,499,000 | ||||||||||||
Minimum | |||||||||||||
Research Agreement | |||||||||||||
Expected term | 1 year 7 months 6 days | 1 year | 3 years | ||||||||||
Maximum | |||||||||||||
Research Agreement | |||||||||||||
Expected term | 6 years 6 months | 10 years | 10 years | ||||||||||
Chief Financial Officer | Employment Agreements | |||||||||||||
Contingencies | |||||||||||||
Term for payment of health benefits | 12 months | ||||||||||||
Research Agreement | |||||||||||||
Severance costs | $ 309,833 | ||||||||||||
Number of days of pay in lieu of notice under the agreement | 30 days | ||||||||||||
Pro rata bonus | $ 35,100 | ||||||||||||
Accelerated vesting of stock options | shares | 31,586 | ||||||||||||
Extended exercise period | 1 year | ||||||||||||
Separation package | $ 354,000 | ||||||||||||
Expected term | 1 year | ||||||||||||
Expected dividend yield (as a percent) | 0.00% | ||||||||||||
Expected volatility (as a percent) | 74.61% | ||||||||||||
Risk-free interest rate (as a percent) | 0.30% | ||||||||||||
Additional stock-based compensation expense | $ 41,000 | ||||||||||||
Executive Officer | Employment Agreements | Minimum | |||||||||||||
Contingencies | |||||||||||||
Term of base salary for computation of severance payments | 6 months | ||||||||||||
Term for payment of health benefits | 6 months | ||||||||||||
Executive Officer | Employment Agreements | Maximum | |||||||||||||
Contingencies | |||||||||||||
Term of base salary for computation of severance payments | 12 months | ||||||||||||
Term for payment of health benefits | 12 months | ||||||||||||
Research Agreement | |||||||||||||
Research Agreement | |||||||||||||
Number of agreements | agreement | 2 | ||||||||||||
Payment for research and development expense | $ 1,400,000 | ||||||||||||
Research Agreement | Rev.1 | |||||||||||||
Contingencies | |||||||||||||
Initial deposit | $ 350,000 | ||||||||||||
Research Agreement | |||||||||||||
Estimated total cost | $ 3,383,000 | ||||||||||||
Initial deposit used to offset monthly invoice (as a percent) | 10.00% | ||||||||||||
Research Agreement | Merlin | |||||||||||||
Research Agreement | |||||||||||||
Estimated total cost | $ 1,525,000 | ||||||||||||
Corporate Headquarters | |||||||||||||
Contingencies | |||||||||||||
Term of lease agreement for office space | 38 months | ||||||||||||
Monthly Base Rent | $ 8,000 | ||||||||||||
Annual increases in base rent (as a percent) | 3.00% | ||||||||||||
Tenant improvement allowance received | $ 60,000 | ||||||||||||
Office and Laboratory Space in Seattle, Washington | |||||||||||||
Contingencies | |||||||||||||
Term of lease agreement for office space | 6 months | ||||||||||||
Number of lab benches | item | 10 | ||||||||||||
Monthly Base Rent | $ 12,450 | $ 9,925 | $ 7,375 | ||||||||||
Lab Space in San Diego, California | |||||||||||||
Contingencies | |||||||||||||
Term of lease agreement for office space | 12 months | ||||||||||||
Area of rentable premises under Lease Agreement | ft² | 1,393 | ||||||||||||
Monthly Base Rent | $ 3,000 | $ 2,300 | |||||||||||
Corporate headquarters and research and development laboratory | |||||||||||||
Contingencies | |||||||||||||
Term of lease agreement for office space | 120 months | ||||||||||||
Area of rentable premises under Lease Agreement | ft² | 33,928 | ||||||||||||
Period by which the lease term can be extended | 5 years | ||||||||||||
Period after the Commencement Date in which the entity has the option to terminate the lease | 84 months | ||||||||||||
Monthly base rent under Lease Agreement (per rentable square feet) | $ / item | 2.65 | ||||||||||||
Annual increases in base rent (as a percent) | 3.00% | ||||||||||||
Period for Rent Commencement Date | 12 months | ||||||||||||
Initial deposit | $ 900,000 | ||||||||||||
Tenant improvement fund | 6,107,040 | ||||||||||||
Maximum allowance for tenant improvement | $ 508,920 | ||||||||||||
Corporate headquarters and research and development laboratory | Minimum | |||||||||||||
Contingencies | |||||||||||||
Notice period for terminating the lease agreement | 12 months | ||||||||||||
Corporate headquarters and research and development laboratory | Maximum | |||||||||||||
Contingencies | |||||||||||||
Notice period prior to expiration of the term for extending the Lease Agreement | 12 months | ||||||||||||
Vivarium space | |||||||||||||
Contingencies | |||||||||||||
Term of lease agreement for office space | 12 months | ||||||||||||
Monthly Base Rent | $ 5,000 |
401 (k) Plan (Details)
401 (k) Plan (Details) - USD ($) | May. 15, 2012 | Jul. 31, 2015 |
401 (k) Plan | ||
Maximum percentage of contribution permitted to employees on eligible compensation | 100.00% | |
Employer's matching contribution (as a percent) | 100.00% | |
Employer's matching contribution of employee's annual contribution (as a percent) | 6.00% | |
Employer matching contributions made | $ 133,000 |
Quarterly Financial Data (Una48
Quarterly Financial Data (Unaudited) (Details) | May. 18, 2015 | Jul. 31, 2015USD ($)$ / shares | Apr. 30, 2015USD ($)$ / shares | Jan. 31, 2015USD ($)$ / shares | Oct. 31, 2014USD ($)$ / shares | Jul. 31, 2014USD ($)$ / shares | Apr. 30, 2014USD ($)$ / shares | Jan. 31, 2014USD ($)$ / shares | Oct. 31, 2013USD ($)$ / shares | Jul. 31, 2015USD ($)$ / shares | Jul. 31, 2014USD ($)$ / shares | Jul. 31, 2013USD ($)$ / shares | Jul. 31, 2015USD ($) | |
Quarterly Financial Data (Unaudited) | ||||||||||||||
Total operating expenses | $ (6,576,413) | $ (5,986,286) | $ (4,618,237) | $ (4,060,206) | $ (3,543,358) | $ (3,816,030) | $ (2,601,780) | $ (1,988,493) | ||||||
Loss from operations | (6,576,413) | (5,986,286) | (4,618,237) | (4,060,206) | (3,543,358) | (3,816,030) | (2,601,780) | (1,988,493) | $ (21,241,142) | $ (11,949,660) | $ (7,064,972) | |||
Net loss | (6,576,413) | (5,987,345) | (4,618,237) | (4,061,116) | (3,543,358) | (3,816,844) | (2,600,429) | (2,051,486) | ||||||
Net loss applicable to common stockholders | $ (6,576,413) | $ (5,987,345) | $ (4,618,237) | $ (4,061,116) | $ (3,543,358) | $ (3,816,844) | $ (2,600,429) | $ (2,051,486) | $ (21,243,111) | $ (12,012,117) | $ (7,150,187) | $ (46,606,143) | ||
Basic and diluted net loss per share (in dollars per share) | $ / shares | [1] | $ 0.48 | $ 0.48 | $ 0.38 | $ 0.33 | $ 0.30 | $ 0.37 | $ 0.29 | $ 0.28 | $ 1.67 | $ 1.26 | $ 1.34 | ||
Reverse stock split ratio | 0.05 | |||||||||||||
[1] | See Note 1, “Reverse Stock Split” |
Uncategorized Items - oncs-2015
Label | Element | Value | |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 11,111,640 | |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 14,855,001 | |
Additional Paid In Capital [Member] | |||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 8,235,318 | |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 11,464,061 | |
Common Stock [Member] | |||
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 2,389,600 | [1] |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 1,126,761 | [1] |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 4,779 | |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 2,254 | |
Warrant [Member] | |||
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 1,314,280 | [1] |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 461,972 | [1] |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 2,871,543 | |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 3,388,686 | |
[1] | See Note 1, “Reverse Stock Split” |