Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Oct. 07, 2016 | Jan. 31, 2016 | |
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, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 20,406,000 | ||
Entity Common Stock, Shares Outstanding | 19,159,645 | ||
Trading Symbol | ONCS | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 | |
Current assets | |||
Cash and cash equivalents | $ 28,746,224 | $ 32,035,264 | |
Prepaid expenses | 656,434 | 1,511,587 | |
Other current assets | 14,750 | 21,130 | |
Total Current Assets | 29,417,408 | 33,567,981 | |
Property and equipment, net | 2,799,930 | 1,807,982 | |
Other long-term assets | 189,309 | 214,127 | |
Total Assets | 32,406,647 | 35,590,090 | |
Current liabilities | |||
Accounts payable and accrued liabilities | 3,223,327 | 2,360,505 | |
Accrued compensation related | 242,924 | 501,446 | |
Total Current Liabilities | 3,466,251 | 2,861,951 | |
Other long-term liabilities | 887,292 | 32,518 | |
Total Liabilities | 4,353,543 | 2,894,469 | |
Commitments and Contingencies (Note 9) | |||
Stockholders' Equity | |||
Common stock authorized - 160,000,000 common shares with a par value of $0.0001, common stock issued and outstanding - 18,036,263 and 14,820,854 common shares as of July 31, 2016 and July 31, 2015, respectively | [1] | 25,269 | 24,947 |
Additional paid-in capital | 88,233,965 | 71,572,714 | |
Warrants issued and outstanding - 12,859,286 and 1,895,102 warrants as of July 31, 2016 and July 31, 2015, respectively | [1] | 13,288,527 | 7,704,103 |
Accumulated deficit | (73,494,657) | (46,606,143) | |
Total Stockholders' Equity | 28,053,104 | 32,695,621 | |
Total Liabilities and Stockholders' Equity | $ 32,406,647 | $ 35,590,090 | |
[1] | See Note 1, "Reverse Stock Split" |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2016 | Jul. 31, 2015 | |
Statement of Financial Position [Abstract] | |||
Common stock, authorized shares | [1] | 160,000,000 | 160,000,000 |
Common stock, par value | [1] | $ 0.0001 | $ 0.0001 |
Common stock, issued shares | [1] | 18,036,263 | 14,820,854 |
Common stock, outstanding shares | [1] | 18,036,263 | 14,820,854 |
Warrants issued | [1] | 12,859,286 | 1,895,102 |
Warrants outstanding | [1] | 12,859,286 | 1,895,102 |
[1] | See Note 1, "Reverse Stock Split" |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | ||
Income Statement [Abstract] | |||
Revenue | |||
Expenses: | |||
Research and development | 14,741,694 | 13,132,898 | |
General and administrative | 12,144,358 | 8,108,244 | |
Loss from operations | (26,886,052) | (21,241,142) | |
Provision for income taxes | 2,462 | 1,969 | |
Net loss | $ (26,888,514) | $ (21,243,111) | |
Basic and diluted net loss per common share | [1] | $ (1.63) | $ (1.67) |
Weighted average shares used in computing basic and diluted net loss per common share | [1] | 16,514,737 | 12,708,974 |
[1] | See Note 1, "Reverse Stock Split" |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Warrants [Member] | Accumulated Deficit [Member] | Total | ||||
Balance at Jul. 31, 2014 | $ 24,463 | $ 56,081,475 | $ 7,325,152 | $ (25,363,032) | $ 38,068,058 | ||||
Balance, shares at Jul. 31, 2014 | 12,233,203 | [1] | 1,882,399 | [1] | |||||
Exercise of common stock warrants | $ 222 | $ 967,945 | $ (192,917) | $ 775,250 | |||||
Exercise of common stock warrants, shares | 110,752 | [1] | (110,752) | [1] | |||||
Exercise of common stock options | $ 1 | $ 1,737 | $ 1,738 | ||||||
Exercise of common stock options, shares | 308 | [1] | [1] | (308) | [2] | ||||
Common stock issued for services | $ 15 | $ 57,735 | $ 57,750 | ||||||
Common stock issued for services, shares | 7,500 | [1] | [1] | ||||||
Public offering on June 9, 2015 and November 9, 2015 net of issuance costs of $1,091,794 and 613,915 respectively | $ 246 | $ 11,916,093 | $ 571,868 | $ 12,488,207 | |||||
Public offering on June 9, 2015 and November 9, 2015 net of issuance costs of $1,091,794 and 613,915 respectively, Shares | 2,469,091 | [1] | 123,455 | [1] | |||||
Stock-based compensation expense | $ 2,547,729 | $ 2,547,729 | |||||||
Net loss | (21,243,111) | (21,243,111) | |||||||
Balance at Jul. 31, 2015 | $ 24,947 | $ 71,572,714 | $ 7,704,103 | $ (46,606,143) | $ 32,695,621 | ||||
Balance, shares at Jul. 31, 2015 | 14,820,854 | [1] | 1,895,102 | [1] | |||||
Exercise of common stock warrants | $ 40 | $ 9,960 | $ (6,000) | $ 4,000 | |||||
Exercise of common stock warrants, shares | 400,000 | [1] | (600,000) | [1] | |||||
Exercise of common stock options, shares | [2] | ||||||||
Common stock issued for services | $ 1 | $ 55,386 | $ 55,387 | ||||||
Common stock issued for services, shares | 7,500 | [1] | [1] | ||||||
Public offering on June 9, 2015 and November 9, 2015 net of issuance costs of $1,091,794 and 613,915 respectively | $ 214 | $ 5,047,405 | $ 1,838,476 | $ 6,886,095 | |||||
Public offering on June 9, 2015 and November 9, 2015 net of issuance costs of $1,091,794 and 613,915 respectively, Shares | 2,142,860 | [1] | 1,178,573 | [1] | |||||
Public offering on May 26, 2016, net of issuance costs of $767,700 | $ 67 | $ 4,468,484 | $ 4,715,304 | $ 9,183,855 | |||||
Public offering on May 26, 2016, net of issuance costs of $767,700, Shares | 665,049 | [1] | 10,629,717 | [1] | |||||
Cancellation of expired warrants | $ 963,356 | $ (963,356) | |||||||
Cancellation of expired warrants, shares | [1] | (244,106) | [1] | ||||||
Stock-based compensation expense | $ 6,116,660 | $ 6,116,660 | |||||||
Net loss | (26,888,514) | (26,888,514) | |||||||
Balance at Jul. 31, 2016 | $ 25,269 | $ 88,233,965 | $ 13,288,527 | $ (73,494,657) | $ 28,053,104 | ||||
Balance, shares at Jul. 31, 2016 | 18,036,263 | [1] | 12,859,286 | [1] | |||||
[1] | See Note 1, "Reverse Stock Split" | ||||||||
[2] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Statements of Stockholders' Eq6
Statements of Stockholders' Equity (Parenthetical) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Nov. 09, 2015 | May 26, 2016 | Jun. 09, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||||
Payment of finance and offering costs | $ 613,915 | $ 767,700 | $ 1,091,794 | $ 1,381,615 | $ 1,091,794 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Operating activities | ||
Net loss | $ (26,888,514) | $ (21,243,111) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 355,583 | 664,596 |
Stock-based compensation | 6,116,660 | 2,547,729 |
Stock-based compensation related to stock issuance liability in connection with a contractual agreement | 55,500 | |
Common stock issued for services | 55,387 | 57,750 |
Loss on disposal of property and equipment | 203,196 | 4,325 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | 855,152 | (1,068,699) |
(Increase) decrease in other current | 6,380 | 2,465 |
(Increase) decrease in other long-term assets | 24,818 | (187,442) |
(Decrease) increase in accounts payable and accrued liabilities | 861,634 | 1,068,652 |
(Decrease) increase in accrued compensation | (258,522) | 459,592 |
(Decrease) increase in other long-term liabilities | 854,773 | (12,027) |
(Decrease) Increase in accrued income taxes | (800) | (800) |
Net cash used in operating activities | (17,814,253) | (17,651,470) |
Investing activities | ||
Purchases of property and equipment | (1,470,635) | (1,412,217) |
Leasehold improvements | (80,102) | (18,938) |
Net cash used in investing activities | (1,550,737) | (1,431,155) |
Financing activities | ||
Proceeds from issuance of common stock and warrants | 17,451,565 | 13,580,001 |
Payment of financing and offering costs | (1,381,615) | (1,091,794) |
Proceeds from exercise of warrants and stock options | 6,000 | 776,988 |
Net cash provided by financing activities | 16,075,950 | 13,265,195 |
Net increase (decrease) in cash | (3,289,040) | (5,817,430) |
Cash and cash equivalents, at beginning of year | 32,035,264 | 37,852,694 |
Cash and cash equivalents, at end of year | 28,746,224 | 32,035,264 |
Supplemental disclosure for cash flow information: | ||
Interest | ||
Income taxes | 2,462 | 1,969 |
Noncash investing and financing transaction: | ||
Fair value of placement agent warrants issued in the public offerings | 536,909 | 571,868 |
Noncash expiration of March 2011 and June 2011 warrants | $ 963,356 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jul. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1Nature of Operations and Basis of Presentation OncoSec Medical Incorporated (the Company) began its operations as a biotechnology company in March 2011, following its completion of the acquisition of certain technology and related assets from Inovio Pharmaceuticals, Inc. (Inovio) pursuant to an asset purchase agreement dated March 14, 2011. The Company has not produced any revenues, nor has it commenced planned principal operations. The Companys technology includes intellectual property relating to certain delivery technologies including ImmunoPulse®, an electroporation delivery device that is used in combination with the Companys 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. The Company was incorporated in the State of Nevada on February 8, 2008 under the name of Netventory Solutions, Inc. and changed its name in March 2011 when it began operating as a biotechnology company. The Companys core technology the ImmunoPulse® platform is a unique therapeutic modality 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 Companys lead product candidate, ImmunoPulse® IL-12, consists of a proprietary electroporation delivery device (an electrical pulse generator and disposable applicators) and DNA-encoded interleukin-12 (IL-12) which can be adapted to treat different tumor types and can be used in combination with anti-PD-1/PD-L1 therapies to drive tumor infiltrating lymphocytes and stimulate anti-cancer immune activity. The Company recently completed enrollment in a Phase 2 clinical trial of ImmunoPulse® IL-12 in patients with metastatic melanoma and is in collaboration with the University of California, San Francisco (UCSF), in which UCSF is the sponsor of a Phase 2 clinical trial of ImmunoPulse® IL-12 plus pembrolizumab (KEYTRUDA®) in patients with advanced, metastatic melanoma. In addition, the Company has a biomarker-focused pilot study in triple negative breast cancer open for enrollment. The Companys 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 product candidates and commercialize its product candidates before similar or competing technology is developed by competitors. On October 28, 2014, OncoSec Medical Therapeutics Incorporated 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. Reclassifications Certain amounts in the balance sheet for the year ended July 31, 2015 and the statement of cash flows for the twelve-month period ended July 31, 2015 have been reclassified to conform the presentation of other long-term liabilities to the presentation at July 31, 2016. 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 Companys common stock began trading on The NASDAQ Stock Market LLCs NASDAQ Capital Market tier, under the symbol ONCS. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
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. Intangible Assets 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. As of July 31, 2015, the Company recognized $0.4 million of amortization in its statement of operations related to the intangible assets acquired from Inovio under the asset purchase agreement dated March 14, 2011. While these assets are fully depreciated, during the years ended July 31, 2016 and 2015, no impairment was recorded. Property and Equipment Our capitalization threshold is $5,000 for 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. Potentially dilutive outstanding securities excluded from diluted net loss per common share because of their anti-dilutive effect: July 31, 2016 July 31, 2015 Stock Options 3,243,460 1,148,746 Warrants 12,859,286 1,895,102 16,122,746 3,043,848 Stock-based Compensation The Company grants equity-based awards (typically stock options or restricted stock units) 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 option 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. The Company estimates the fair value of restricted stock unit awards based on the closing price of the Company’s common stock on the date of issuance. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by 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. Employee Stock Purchase Program Pursuant to the Company’s December 2015 Annual Shareholders Meeting, the Company’s shareholders approved the Company’s 2015 Employee Stock Purchase Plan (or, 2015 ESPP). The 2015 ESPP provides an incentive to attract, retain and reward eligible employees to contribute to the growth and profitability of the Company through the opportunity to acquire Company stock at a discount. The ESPP allows for the purchase of Company stock at not less than 85% of the lesser of (a) the fair market value of a share of stock on the beginning date of the offering period or (b) the fair market value of a share of stock on the purchase date of the offering period, subject to a share and dollar limit as defined in the 2015 ESPP and subject to the requirements of IRS code section 423. The first 2015 ESPP offering period commenced on February 7, 2016 and lasted approximately six (6) months, with the first purchase date on July 31, 2016. Under FASB ASC 718 Compensation –Stock Compensation, the Company’s 2015 ESPP would be considered a Type B plan because the number of shares a participant is permitted to purchase is not fixed based on the stock price at the beginning of the offering period and the expected withholdings. The 2015 ESPP enables the participant to “buy-up” to the plan’s share limit, if the stock price is lower on the purchase date. Because the 2015 ESPP is considered a Type B plan, the fair value of the award would be calculated at the beginning of the offering period as the sum of: 15% of the share price of a nonvested share at the beginning of the offering period, 85% of the fair market value of a six (6)-month call on the nonvested share aforementioned, and 15% of the fair market value of a six (6)-month put on the nonvested share aforementioned. The fair market value of the 6-month call and 6-month put are based on the Black-Scholes option pricing model, using the following assumptions: six (6) month maturity, 0.45% risk free interest, 81.06% volatility, 0% forfeitures and $0 dividends. Approximately $16,000 was recorded as stock-based compensation during the year end period ended July 31, 2016. 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, 2016 and 2015. 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 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 In February 2016, the FASB issued new lease accounting guidance in Accounting Standards Update No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) at the commencement date (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting, however, remains largely unchanged. In addition, the new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The new lease guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted, however, the Company does not intend to early adopt. The Company believes that adoption of this new guidance will not have a material impact on the Company’s financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments cover both public and private companies that issue share-based payment awards to their employees. Under the amendment several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted, however, the Company does not intend to early adopt and the Company does not believe that adoption of these clarifying amendments will have a material impact on the Company’s financial statements. In August 2016, the Financial Accounting Standards Board (or, FASB) issued new cash flow statement guidance in Accounting Standards Update (or, ASU) No. 2016-15, Statement of Cash Flow (Topic 230): Clarification of Certain Cash Receipts and Cash Payments. The new guidance specifically addresses diversity of presentation and classification with regard to: ● Debt Prepayment or Debt Extinguishment Costs; ● Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; ● Contingent Consideration Payments Made after a Business Combination; ● Proceeds from the Settlement of Insurance Claims; ● Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; ● Life Insurance Policies; ● Distributions Received from Equity Method Investees; ● Beneficial Interests in Securitization Transactions; and ● Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for fiscal year beginning after December 15, 2017 and interim periods within those fiscal years and amendments should be applied using a retrospective transition method to each period presented. However, prospective application as of the earliest practicable date is permitted for some issues. Early adoption is permitted, however, the Company does not intend to early adopt. The Company also believes that adoption of this guidance will not have a material impact on the Company’s financial statements. |
Cash and Cash Equivalents and L
Cash and Cash Equivalents and Liquidity | 12 Months Ended |
Jul. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents and Liquidity | Note 3Cash 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, 2016 and July 31, 2015, cash and cash equivalents were principally comprised of cash in savings and checking accounts. The Companys 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 $73.5 million as of July 31, 2016. As of July 31, 2016, the Company had cash and cash equivalents of approximately $28.7 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 Companys 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 Companys 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, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4Fair 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, 2016 and 2015 approximately $90,000 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, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Note 5—Balance Sheet Details Property and Equipment Property and equipment, net, is comprised of the following: July 31, 2016 July 31, 2015 Computers and Equipment $ 2,866,879 $ 1,589,914 Computer Software 211,228 18,701 Leasehold Improvements 80,102 112,469 Construction In Progress 85,402 417,440 Property and Equipment, gross 3,243,611 2,138,524 Accumulated Depreciation (443,681 ) (330,542 ) $ 2,799,930 $ 1,807,982 Depreciation expense recorded for the years ended July 31, 2016 and 2015 was approximately $356,000 and $200,000, respectively. During the year ended July 31, 2016, leasehold improvements related to the Company’s former corporate headquarters of approximately $112,000 were written off upon moving to the new corporate headquarters. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: July 31, 2016 July 31, 2015 Research and Development Costs $ 2,389,711 $ 1,865,087 Professional and Other Outside Service Fees 707,070 213,122 Office Equipment (not-capitalized) 794 69,900 Other 125,752 212,396 $ 3,223,327 $ 2,360,505 Accrued Compensation Accrued compensation is comprised of the following: July 31, 2016 July 31, 2015 Separation Costs $ 134,993 $ 353,909 Relocation Costs — 76,884 Stock issuance liability — 55,500 Accrued payroll 93,021 — 401K costs 14,365 14,329 Other 545 824 $ 242,924 $ 501,446 Separation costs relate to agreements with certain of the Company’s former executive officers—see Note 9, Commitments and Contingencies for further information. Other Long-Term Liabilities Other long-term liabilities are comprised of the following: July 31, 2016 July 31, 2015 Deferred Rent $ 887,292 $ 32,518 $ 887,292 $ 32,518 At July 31, 2016, deferred rent is primarily comprised of the Company’s rent liability on its new Corporate headquarters (or, Nancy Ridge), whereas in the prior year ended period deferred rent was primarily comprised of the Company’s rent liability on its previous corporate headquarters (or, Summers Ridge). (See Note 9 Commitments and Contingencies for more information on the Nancy Ridge lease.) The Company terminated its Summers Ridge lease early and has no further obligations on that lease as of July 31, 2016. |
Common Stock Transactions
Common Stock Transactions | 12 Months Ended |
Jul. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common Stock Transactions | Note 6—Common Stock Transactions May 2016 Registered Direct Offering On May 26, 2016 the Company’s stock price closed at $1.62 and the Company closed an “at-the-market registered direct offering” (or, May 2016 Offering) with a single healthcare-dedicated institutional fund for the purchase of (i) 665,049 shares of common stock, (ii) Series B Warrants to purchase 4,844,593 shares of common stock at an exercise price of $0.01, and (iii) Series A Warrants to purchase up to an aggregate of 5,509,642 shares of common stock at an exercise price of $1.69 per share with a term of nine (9) years. The investor paid a purchase price of $1.815 per share of common stock and an accompanying Series A Warrant to purchase one share of common stock and $1.805 per Series B Warrant and accompanying Series A warrant to purchase one share of common stock. The Series B warrants were issued to prevent the beneficial ownership of the purchaser (together with its affiliates and certain related parties) of the Company’s common stock from exceeding 4.99%. The Series B warrants expire upon their exercise in full. Both the Series A and Series B warrants are immediately exercisable on the date of issuance. The fair value of the Series A and Series B warrants issued to the purchaser in connection with the May 2016 registered direct offering, based on their fair value relative to the common stock issued, was $4.4 million (based on the Black-Scholes Option Pricing Model assuming no dividend yield, a 9 year life, volatility of 100.03%, and a risk-free interest rate of 1.74%), of which $48,446 of the relative fair market value was ascribed to the Series B warrants, based on the number of warrants issued at its exercise price of $0.01 per share. The Company completed an evaluation of the Series A and Series B warrants issued to the purchaser and determined that the Series A and Series B warrants should be classified as equity within the balance sheet. At the closing of the May 2016 Offering, the placement agents were also issued warrants to purchase an aggregate of up to five percent (5%) of the aggregate number of shares of common stock and Series B warrants sold in this offering, or 275,482 shares. The placement agent warrants have an exercise price of $2.26875, are immediately exercisable and expire on May 24, 2021. The fair value of the placement agent warrants was $0.3 million (based on the Black-Scholes Option Pricing Model assuming no dividend yield, a 5 year life, volatility of 94.36%, and a risk-free interest rate of 1.38%). The Company completed an evaluation of these warrants and determined the warrants should be classified as equity within the balance sheet. The gross proceeds of the offering were $9.9 million. Net proceeds, after deducting the placement agent’s fee, financial advisory fees, and other estimated offering expenses payable by the Company, were approximately $9.2 million. The Company intends to use proceeds from the offering for general corporate purposes, including clinical trial expenses and research and development expenses. November 2015 Public Offering On November 9, 2015, the Company closed a public offering of an aggregate of 2,142,860 shares of common stock and warrants to purchase an aggregate of 1,071,430 shares of common stock at a purchase price of $3.50 per unit. Each purchaser was issued a warrant to purchase up to that number of shares of the Company’s common stock equal to 50% of the shares issued to such purchaser. The warrants to the purchasers have an exercise price of $4.50 per share, became exercisable six months after issuance, and expire on May 9, 2021. The fair value of the warrants to the purchasers, based on their fair value relative to the common stock issued, was approximately $1.6 million (based on the Black-Scholes Option Pricing Model assuming no dividend yield, a 5.05 year life, volatility of 88.63%, and a risk-free interest rate of 1.75%). The Company completed an evaluation of these warrants and determined the warrants should be classified as equity within the balance sheet. The Company agreed to pay an aggregate cash fee for placement agent and financial advisory services equal to six percent (6%) of the gross proceeds of the November 2015 public offering, as well as a non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the offering and certain other expense reimbursements. In addition, placement agents were also issued warrants to purchase an aggregate of up to five percent (5%) of the aggregate number of shares of common stock sold in the offering, or 107,143 shares. The Placement Agent Warrants have substantially the same terms as the Warrants, except that they have an exercise price of $4.375 and expire on November 9, 2020. The fair value of the placement agent warrants was $0.2 million (based on the Black-Scholes Option Pricing Model assuming no dividend yield, a 5 year life, volatility of 89.08%, and a risk-free interest rate of 1.75%). The Company completed an evaluation of these warrants and determined the warrants should be classified as equity within the balance sheet. The gross proceeds of the offering were $7.5 million. Net proceeds, after deducting the placement agent’s fee, financial advisory fees, and other offering expenses payable by the Company, were approximately $6.9 million. The Company intends to use proceeds from the offering for general corporate purposes, including clinical trial expenses and research and development expenses. 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. The gross proceeds were approximately $13.6 million. After deducting for fees and expenses, the aggregate net proceeds from the sale of the common stock were approximately $12.5 million. In connection with the June 2015 public offering, the Company paid placement agent fees and issued the placement agents 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 placement agent warrants are exercisable at $6.88 per share as of December 8, 2015 and will expire on May 12, 2019. The fair value of the placement agent warrants was approximately $0.6 million (based on the Black-Scholes Option Pricing Model assuming no dividend yield, a 5 year life, volatility of 88.40% and a risk free interest rate of 1.72%). The placement agent warrants and the shares of the Company’s common stock underlying the placement agent warrants have not been registered under the Securities Act. The Company completed an evaluation of these warrants and determined the warrants should be classified as equity within the balance sheet. Outstanding Warrants At July 31, 2016, the Company had outstanding warrants to purchase 12,859,286 shares of common stock, with exercise prices ranging from $0.01 to $24.00, all of which were classified as equity instruments. These warrants expire at various times between September 2016 and May 2025, with the exception of the Series B Warrants, as aforementioned, which expire upon their exercise in full. At July 31, 2016, 4,244,593 Series B Warrants were available to exercise. 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, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 7 — Stock-Based Compensation 2011 Stock Incentive Plan (as amended) The OncoSec Medical Incorporated 2011 Stock Incentive Plan (as amended and approved by the Company’s stockholders), (or 2011 Plan), authorizes the Board of Directors to grant equity awards, inclusive of stock options and restricted stock units, to employees, directors, and consultants for up to 4,000,000 shares of common stock. The 2011 Plan includes an automatic increase of its available share reserve on the first business day of each calendar year by the lesser of 3% of the shares of the Company’s common stock outstanding as of the last day of the immediately preceding calendar year, 500,000 shares, or such lesser number of shares as determined by the Board of Directors and the 2011Plan allows for an annual fiscal year per-individual grant of up to 500,000 shares. Under the 2011 Plan, incentive stock options are to be granted at a price that is no less than 100% of the fair value of the Company’s 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 Company’s stock on the date of grant. Stock Options During the fiscal year ended July 31, 2016, the Company granted options to purchase 1,995,750, 655,500 and 78,000 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 three years, and have exercise prices ranging from $1.64 to $6.21. The options issued to directors have a ten-year term, vest quarterly in equal increments over one year and have exercise prices ranging from $2.02 to $5.76. 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 $2.02 to $5.76. During the fiscal 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. The following assumptions were used to calculate the fair value of stock-based compensation related to stock options during the years ended: July 31, 2016 July 31, 2015 Expected volatility 83.57% - 98.23 % 86.02% - 117.50 % Risk-free interest rate 0.71% - 2.01 % 0.36% - 2.13 % Expected forfeiture rate 0.00 % 0.00 % Expected dividend yield — — Expected term 2.08 – 10 years 1.6 – 6.5 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 (resulting from stock options awarded) recorded in the Company’s statement of operations for the years ended July 31, 2016 and 2015, respectively, was approximately $6.1 million and $2.7 million, respectively. During the fiscal years ended July 31, 2016 and 2015, approximately $1.0 million and $1.1 million of this amount, respectively, was recorded to research and development, and approximately $5.1 and $1.6 million, respectively, was recorded in general and administrative in the Company’s statement of operations. See Note 9, 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. A summary of the Company’s stock option activity for the years ended July 31, 2016 and 2015 is as follows: Option Shares Outstanding Weighted-Average Exercise Price Aggregate Intrinsic Value ($000’s) Balance at July 31, 2014 (1) 588,045 $ 11.20 $ 844 Granted (1) 608,501 7.45 1 Exercised (1) (308 ) 5.60 1 Forfeited / Cancelled / Expired (1) (47,474 ) 12.29 46 Balance at July 31, 2015 1,148,764 $ 9.20 $ 216 Granted 2,729,250 4.84 — Exercised — — — Forfeited / Cancelled / Expired (614,554 ) 7.49 33 Balance at July 31, 2016 3,263,460 5.88 9 Exercisable at July 31, 2016 1,824,862 $ 6.60 $ 3 (1) Recast to reflect the 1-for-20 reverse stock split effected May 2015 Range of Exercise Prices Number of Shares Outstanding Weighted Average Contractual Life (in years) Number Of Shares Exercisable Weighted Average Remaining Contractual Life (in years) $ 1.64 - $16.10 (1) 3,263,460 8.6 1,824,862 8.3 (1) Recast to reflect the 1-for-20 reverse stock split effected May 2015 The weighted-average grant date fair value of stock options granted during the years ended July 31, 2016 and 2015 was $3.45 and $5.57, respectively. As of July 31, 2016, there was approximately $5.0 million of unrecognized non-cash compensation cost related to unvested options, which will be recognized over a weighted average period of 1.8 years. The weighted-average fair value of stock options vested during the years ended July 31, 2016 and 2015 was $5.69 and $7.12. Restricted Stock Unit Awards In March 2016, the Company granted 555,000, 100,000 and 25,000 restricted stock unit awards (or, RSUs) to motivate and retain certain employees, directors and consultants, respectively, under the 2011 Plan. All RSUs vest in full 3 years following the date of grant. The Company’s closing common stock price on the date of issue was $2.02 per share, which is the RSUs fair market value per unit. Stock-based compensation expense related to RSUs for the year end period ended July 31, 2016 was approximately $184,000, approximately $41,000 of which was recorded to research and development and $143,000 was recorded to general and administrative. As of July 31, 2016, 655,000 RSUs are outstanding. 2015 Employee Stock Purchase Plan The Company’s 2015 ESPP is authorized to issue 500,000 shares of the Company stock. The first offering period of the 2015 ESPP closed at the end of July 2016 and 17,789 shares were purchased by participants at a purchase price of $1.44, which represented a 15% discount off of the Company’s closing stock price at the beginning of the offering period. At July 31, 2016, 482,211 shares are available for issuance under the 2015 ESPP. Common Stock Reserved for Future Issuance The following table summarizes common stock reserved for future issuance at July 31, 2016: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 3,263,460 Common Stock reserved for restricted stock unit release 655,000 Common Stock authorized for future grant under the 2011 Plan 330,408 Common Stock reserved for warrant exercise 12,859,286 Commons Stock reserved for future ESSP issuance 482,211 Total common stock reserved for future issuance 17,590,365 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8—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 for interest or penalties on the Company’s balance sheet at July 31, 2016 and July 31, 2015 and has not recognized any interest and/or penalties in the statement of operations for the year ended July 31, 2016 and 2015. 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 and 2011 and forward are subject to examination by the United States federal tax authorities and California tax authorities, respectively, due to the carry forward of unutilized net operating losses and research and development credits. At July 31, 2016, the Company had federal and California income tax net operating loss carryforwards of approximately $61,202,000 and $56,349,000, respectively. In addition, the Company has federal and California research and development tax credit carryforwards of approximately $871,000 and $916,000, 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 ownership changes have occurred. 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, 2016 and 2015 are listed below: 2016 2015 Net operating loss carryforwards $ 23,568,000 $ 15,460,000 Credits 1,440,000 1,082,000 Start-up costs 51,000 56,000 Accumulated Depreciation 341,000 591,000 Other 3,850,000 1,691,000 Net deferred tax assets 29,250,000 18,880,000 Valuation allowance for deferred tax assets (29,250,000 ) (18,880,000 ) Net deferred taxes $ — $ — A valuation allowance of $29,250,000 and $18,880,000 at July 31, 2016 and 2015, 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: 2016 2015 Federal tax benefit at the expected statutory rate 34.00 % 34.00 % State income tax, net of federal tax benefit (0.00 )% (0.01 )% Non-deductible expenses (2.21 )% (1.34 )% Change in valuation allowance (32.83 )% (34.55 )% Other 1.03 % 1.89 % Income tax benefit - effective rate (0.01 )% (0.01 )% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—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. Effective November 1, 2015, the Company entered into a 12-month lease agreement for office space in Campbell, California to support its legal department. The base rent is $2,008 per month. On December 31, 2014, the Company entered into a lease agreement for approximately 34,000 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 commenced on October 19, 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. Under the terms of the lease, the Company is also required to share in certain monthly operating expenses of the premises and in December 2014 the Company delivered a security deposit of approximately $90,000. Total rent expense for the years ended July 31, 2016 and 2015 was approximately $1.4 million and $0.3 million, respectively. At July 31, 2016, future minimum lease payments under the non-cancelable operating leases are approximately as follows: Year Ending July 31, Operating Lease 2017 $ 959,000 2018 1,145,000 2019 1,173,000 2020 1,208,000 2021 1,245,000 Thereafter 5,598,000 Total minimum payments $ 11,328,000 On March 6, 2015, the Company entered into two research and development services agreements, one with Rev.1 Engineering Inc., (or, Rev.1) and the other with Merlin CSI, LLC (or, Merlin). Each company had been engaged to perform research, development, testing, and regulatory filing services related to an engineering project. During Fiscal 2016, the Company terminated both the Rev.1 and Merlin agreements and no longer has any obligations to either company under their respective agreement. As a result of terminating the Rev.1 agreement, the Company forfeited the remaining deposit with Rev.1, which resulted in the Company recording approximately $0.2 million of expense upon its release of the deposit. The Company has entered employment agreements with each of its executive level officers. 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 April 15, 2016, the Company and the Company’s former Chief Scientific Officer (or, CSO) entered into a separation, release and consulting agreement, in which the CSO would voluntarily resign from the Company on June 18, 2016 and become a consultant of the Company. The terms of the agreement afforded no severance pay related to the termination of employment; however, the terms of the agreement provide for a fee of $30,000 per month for consulting services. The consulting agreement will terminate automatically on June 18, 2017, unless renewed by a written agreement of both parties or earlier terminated as provided within the agreement. On the date of termination of employment, the Company recorded a liability of $360,000 in its balance sheet as the consulting services to be performed are not substantive and the offsetting charge was recorded in research and development as other outside service fees. As of July 31, 2016, the Company has paid $30,000 against the liability. On December 27, 2015, the Company and the Company’s former Chief Medical Officer (or, CMO) entered into a separation and release agreement pursuant to which the Company agreed to pay the former CMO $286,000, less applicable withholdings, in the form of salary continuation in accordance with the Company’s customary payroll practices. In addition, the CMO would be eligible to receive a bonus for calendar year 2015, should the Company’s Board of Directors or Compensation Committee thereof choose to grant discretionary bonuses to the Company’s officers. At the separation date, the Company recorded a liability of $286,000 in its balance sheet and the offsetting charge was recorded in research and development as salary expense. As of July 31, 2016, the Company has paid approximately $150,000 against the liability and no bonuses were granted or paid related to calendar 2015. On June 24, 2015, the Company and the Company’s former Chief Financial Officer (or, CFO) entered into a separation and release agreement pursuant to which the Company agreed to pay the former CFO $309,833, less applicable withholdings, in the form of salary continuation in accordance with the Company’s customary payroll practices and a pro rata bonus for fiscal year 2015 equal to $35,100. The Company agreed to pay for 12 months of benefits coverage and accelerated 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. 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. At July 31, 2015, the Company recorded a liability of approximately $354,000 in its balance sheet and the offsetting charge was recorded in general and administrative as salary expense. As of July 31, 2016, all monetary obligations have been paid in full and all related options have terminated as they were not exercised during the post-termination period. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jul. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | Note 10401(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 3% of their annual compensation. The Companys contributions are recorded as expense in the accompanying statement of operations and totaled approximately $236,000 and $133,000 for the years July 31, 2016 and 2015, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jul. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 11Quarterly 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 2016 and 2015 are as follows: Year ended July 31, 2016 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ $ $ $ Loss from operations (7,035,219 ) (7,037,720 ) (6,251,119 ) (6,561,994 ) Net loss $ (7,037,391 ) $ (7,037,720 ) $ (6,251,409 ) $ (6,561,994 ) Net loss applicable to common stockholders $ (7,037,391 ) $ (7,037,720 ) $ (6,251,409 ) $ (6,561,994 ) Basic and diluted net loss per share $ 0.47 $ 0.42 $ 0.37 $ 0.39 Year ended July 31, 2015 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ $ $ $ Loss from operations (4,060,206 ) (4,618,237 ) (5,986,286 ) (6,576,413 ) Net loss $ (4,061,116 ) $ (4,618,237 ) $ (5,987,345 ) $ (6,576,413 ) Net loss applicable to common stockholders $ (4,061,116 ) $ (4,618,237 ) $ (5,987,345 ) $ (6,576,413 ) Basic and diluted net loss per share (1) (2) $ 0.33 $ 0.38 $ 0.48 $ 0.48 (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 Polici19
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
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 managements 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 Companys 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 Companys 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. |
Intangible Assets | Intangible Assets In accordance with the provisions of the applicable authoritative guidance, the Companys 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. As of July 31, 2015, the Company recognized $0.4 million of amortization in its statement of operations related to the intangible assets acquired from Inovio under the asset purchase agreement dated March 14, 2011. While these assets are fully depreciated, during the years ended July 31, 2016 and 2015, no impairment was recorded. |
Property and Equipment | Property and Equipment Our capitalization threshold is $5,000 for 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. Potentially dilutive outstanding securities excluded from diluted net loss per common share because of their anti-dilutive effect: July 31, 2016 July 31, 2015 Stock Options 3,243,460 1,148,746 Warrants 12,859,286 1,895,102 16,122,746 3,043,848 |
Stock-based Compensation | Stock-based Compensation The Company grants equity-based awards (typically stock options or restricted stock units) 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 option 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. The Company estimates the fair value of restricted stock unit awards based on the closing price of the Companys common stock on the date of issuance. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore is reduced by forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect the Companys 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 Companys stock on the date the liability is incurred, with the stock-based compensation adjusted on the date of issuance, based on the Companys stock price on the issuance date. |
Employee Stock Purchase Program | Employee Stock Purchase Program Pursuant to the Companys December 2015 Annual Shareholders Meeting, the Companys shareholders approved the Companys 2015 Employee Stock Purchase Plan (or, 2015 ESPP). The 2015 ESPP provides an incentive to attract, retain and reward eligible employees to contribute to the growth and profitability of the Company through the opportunity to acquire Company stock at a discount. The ESPP allows for the purchase of Company stock at not less than 85% of the lesser of (a) the fair market value of a share of stock on the beginning date of the offering period or (b) the fair market value of a share of stock on the purchase date of the offering period, subject to a share and dollar limit as defined in the 2015 ESPP and subject to the requirements of IRS code section 423. The first 2015 ESPP offering period commenced on February 7, 2016 and lasted approximately six (6) months, with the first purchase date on July 31, 2016. Under FASB ASC 718 Compensation Stock Compensation, the Companys 2015 ESPP would be considered a Type B plan because the number of shares a participant is permitted to purchase is not fixed based on the stock price at the beginning of the offering period and the expected withholdings. The 2015 ESPP enables the participant to buy-up to the plans share limit, if the stock price is lower on the purchase date. Because the 2015 ESPP is considered a Type B plan, the fair value of the award would be calculated at the beginning of the offering period as the sum of: 15% of the share price of a nonvested share at the beginning of the offering period, 85% of the fair market value of a six (6)-month call on the nonvested share aforementioned, and 15% of the fair market value of a six (6)-month put on the nonvested share aforementioned. The fair market value of the 6-month call and 6-month put are based on the Black-Scholes option pricing model, using the following assumptions: six (6) month maturity, 0.45% risk free interest, 81.06% volatility, 0% forfeitures and $0 dividends. Approximately $16,000 was recorded as stock-based compensation during the year end period ended July 31, 2016. |
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, 2016 and 2015. |
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 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 In February 2016, the FASB issued new lease accounting guidance in Accounting Standards Update No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) at the commencement date (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting, however, remains largely unchanged. In addition, the new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The new lease guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted, however, the Company does not intend to early adopt. The Company believes that adoption of this new guidance will not have a material impact on the Company’s financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments cover both public and private companies that issue share-based payment awards to their employees. Under the amendment several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted, however, the Company does not intend to early adopt and the Company does not believe that adoption of these clarifying amendments will have a material impact on the Company’s financial statements. In August 2016, the Financial Accounting Standards Board (or, FASB) issued new cash flow statement guidance in Accounting Standards Update (or, ASU) No. 2016-15, Statement of Cash Flow (Topic 230): Clarification of Certain Cash Receipts and Cash Payments. The new guidance specifically addresses diversity of presentation and classification with regard to: ● Debt Prepayment or Debt Extinguishment Costs; ● Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; ● Contingent Consideration Payments Made after a Business Combination; ● Proceeds from the Settlement of Insurance Claims; ● Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; ● Life Insurance Policies; ● Distributions Received from Equity Method Investees; ● Beneficial Interests in Securitization Transactions; and ● Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for fiscal year beginning after December 15, 2017 and interim periods within those fiscal years and amendments should be applied using a retrospective transition method to each period presented. However, prospective application as of the earliest practicable date is permitted for some issues. Early adoption is permitted, however, the Company does not intend to early adopt. The Company also believes that adoption of this guidance will not have a material impact on the Company’s financial statements. |
Significant Accounting Polici20
Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation | 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 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive outstanding securities excluded from diluted net loss per common share because of their anti-dilutive effect: July 31, 2016 July 31, 2015 Stock Options 3,243,460 1,148,746 Warrants 12,859,286 1,845,102 16,122,746 3,043,848 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following: July 31, 2016 July 31, 2015 Computers and Equipment $ 2,866,879 $ 1,589,914 Computer Software 211,228 18,701 Leasehold Improvements 80,102 112,469 Construction In Progress 85,402 417,440 Property and Equipment, gross 3,243,611 2,138,524 Accumulated Depreciation (443,681 ) (330,542 ) $ 2,799,930 $ 1,807,982 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of the following: July 31, 2016 July 31, 2015 Research and Development Costs $ 2,389,711 $ 1,865,087 Professional and Other Outside Service Fees 707,070 213,122 Office Equipment (not-capitalized) 794 69,900 Other 125,752 212,396 $ 3,223,327 $ 2,360,505 |
Schedule of Accrued Compensation | Accrued compensation is comprised of the following: July 31, 2016 July 31, 2015 Separation Costs $ 134,993 $ 353,909 Relocation Costs 76,884 Stock issuance liability 55,500 Accrued payroll 93,021 401K costs 14,365 14,329 Other 545 824 $ 242,924 $ 501,446 |
Schedule of Other Long-term Liabilities | Other long-term liabilities are comprised of the following: July 31, 2016 July 31, 2015 Deferred Rent $ 887,292 $ 32,518 $ 887,292 $ 32,518 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation | The following assumptions were used to calculate the fair value of stock-based compensation related to stock options during the years ended: July 31, 2016 July 31, 2015 Expected volatility 83.57% - 98.23 % 86.02% - 117.50 % Risk-free interest rate 0.71% - 2.01 % 0.36% - 2.13 % Expected forfeiture rate 0.00 % 0.00 % Expected dividend yield Expected term 2.08 10 years 1.6 6.5 years |
Summary of Stock Option Activity | A summary of the Companys stock option activity for the years ended July 31, 2016 and 2015 is as follows: Option Shares Outstanding Weighted-Average Exercise Price Aggregate Intrinsic Value ($000s) Balance at July 31, 2014 (1) 588,045 $ 11.20 $ 844 Granted (1) 608,501 7.45 1 Exercised (1) (308 ) 5.60 1 Forfeited / Cancelled / Expired (1) (47,474 ) 12.29 46 Balance at July 31, 2015 1,148,764 $ 9.20 $ 216 Granted 2,729,250 4.84 Exercised Forfeited / Cancelled / Expired (614,554 ) 7.49 33 Balance at July 31, 2016 3,263,460 5.88 9 Exercisable at July 31, 2016 1,824,862 $ 6.60 $ 3 (1) Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Schedule of Stock Option Activity by Range of Exercise Price | Range of Exercise Prices Number of Shares Outstanding Weighted Average Contractual Life (in years) Number Of Shares Exercisable Weighted Average Remaining Contractual Life (in years) $ 1.64 - $16.10 (1) 3,263,460 8.6 1,824,862 8.3 |
Summary of Common Stock Reserved For Future Issuance | The following table summarizes common stock reserved for future issuance at July 31, 2016: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 3,263,460 Common Stock reserved for restricted stock unit release 655,000 Common Stock authorized for future grant under the 2011 Plan 330,408 Common Stock reserved for warrant exercise 12,859,286 Commons Stock reserved for future ESSP issuance 482,211 Total common stock reserved for future issuance 17,590,365 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components of Deferred Tax | Significant components of the Companys deferred tax assets as of July 31, 2016 and 2015 are listed below: 2016 2015 Net operating loss carryforwards $ 23,568,000 $ 15,460,000 Credits 1,440,000 1,082,000 Start-up costs 51,000 56,000 Accumulated Depreciation 341,000 591,000 Other 3,850,000 1,691,000 Net deferred tax assets 29,250,000 18,880,000 Valuation allowance for deferred tax assets (29,250,000 ) (18,880,000 ) Net deferred taxes $ $ |
Schedule of Reconciliation of Incomes Taxes Using the Statutory Income Tax Rate | A reconciliation of incomes taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2016 2015 Federal tax benefit at the expected statutory rate 34.00 % 34.00 % State income tax, net of federal tax benefit (0.00 )% (0.01 )% Non-deductible expenses (2.21 )% (1.34 )% Change in valuation allowance (32.83 )% (34.55 )% Other 1.03 % 1.89 % Income tax benefit - effective rate (0.01 )% (0.01 )% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases | At July 31, 2016, future minimum lease payments under the non-cancelable operating leases are approximately as follows: Year Ending July 31, Operating Lease 2017 $ 959,000 2018 1,145,000 2019 1,173,000 2020 1,208,000 2021 1,245,000 Thereafter 5,598,000 Total minimum payments $ 11,328,000 |
Quarterly Financial Data (Una25
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | Summarized quarterly data for fiscal 2016 and 2015 are as follows: Year ended July 31, 2016 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ $ $ $ Loss from operations (7,035,219 ) (7,037,720 ) (6,251,119 ) (6,561,994 ) Net loss $ (7,037,391 ) $ (7,037,720 ) $ (6,251,409 ) $ (6,561,994 ) Net loss applicable to common stockholders $ (7,037,391 ) $ (7,037,720 ) $ (6,251,409 ) $ (6,561,994 ) Basic and diluted net loss per share $ 0.47 $ 0.42 $ 0.37 $ 0.39 Year ended July 31, 2015 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ $ $ $ Loss from operations (4,060,206 ) (4,618,237 ) (5,986,286 ) (6,576,413 ) Net loss $ (4,061,116 ) $ (4,618,237 ) $ (5,987,345 ) $ (6,576,413 ) Net loss applicable to common stockholders $ (4,061,116 ) $ (4,618,237 ) $ (5,987,345 ) $ (6,576,413 ) Basic and diluted net loss per share (1) (2) $ 0.33 $ 0.38 $ 0.48 $ 0.48 (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 Basi26
Nature of Operations and Basis of Presentation (Details Narrative) | May 18, 2015shares | Jun. 03, 2011USD ($) | Jul. 31, 2016Subsidiary |
Number of subsidiaries | Subsidiary | 0 | ||
Number of fractional shares issued related to reverse stock split | shares | 20 | ||
Onco Sec Medical Therapeutics Incorporated [Member] | |||
Total purchase price | $ | $ 1,000 |
Significant Accounting Polici27
Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Jul. 31, 2016USD ($)Segment | Jul. 31, 2015USD ($) | |
Number of segment reporting | Segment | 1 | |
Amount insured by the Federal Deposit Insurance Corporation | $ 250,000 | |
Capitalization threshold of property and equipment | $ 5,000 | |
Percentage of stock purchase | 85.00% | |
Percentage nonvested share price | 15.00% | |
Maturity period | 6 months | |
Risk free interest rate | 0.45% | |
Volatility rate | 81.06% | |
Forfeitures rate | 0.00% | |
Dividends | $ 0 | |
Stock-based compensation | $ 16,000 | |
6 - Month Call [Member] | ||
Fair market value of nonvested share price | 85.00% | |
6 - Month Put [Member] | ||
Fair market value of nonvested share price | 15.00% | |
Asset Purchase Agreement [Member] | ||
Amortization of intangible assets | $ 400,000 |
Significant Accounting Polici28
Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation (Details) | 12 Months Ended |
Jul. 31, 2016 | |
Computers And Equipment [Member] | Minimum [Member] | |
Useful lives | 3 years |
Computers And Equipment [Member] | Maximum [Member] | |
Useful lives | 10 years |
Computer Software [Member] | Minimum [Member] | |
Useful lives | 1 year |
Computer Software [Member] | Maximum [Member] | |
Useful lives | 3 years |
Leasehold Improvements [Member] | |
Useful lives description | Shorter of lease period or useful life |
Significant Accounting Polici29
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Antidilutive shares | 16,122,746 | 3,043,848 |
Stock Option [Member] | ||
Antidilutive shares | 3,263,460 | 1,148,746 |
Warrants [Member] | ||
Antidilutive shares | 12,859,286 | 1,895,102 |
Cash and Cash Equivalents and30
Cash and Cash Equivalents and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 96 Months Ended | ||||||||
Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2014 | |
Cash and Cash Equivalents [Abstract] | ||||||||||
Losses in all previous reporting periods from inception to date | $ 6,561,994 | $ 6,251,409 | $ 7,037,720 | $ 7,037,391 | $ 6,576,413 | $ 5,987,345 | $ 4,618,237 | $ 4,061,116 | $ 73,500,000 | |
Cash and cash equivalents | $ 28,746,224 | $ 32,035,264 | $ 28,746,224 | $ 37,852,694 |
Fair Value of Financial Instr31
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Level 1 [Member] | Other Long-term Assets | ||
Long-term certificate of deposit | $ 90,000 | $ 90,000 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and amortization expense | $ 356,000 | $ 200,000 |
Leasehold improvements | $ 112,000 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Property and Equipment, gross | $ 3,243,611 | $ 2,138,524 |
Accumulated Depreciation | (443,681) | (330,542) |
Property and Equipment, net | 2,799,930 | 1,807,982 |
Computers And Equipment [Member] | ||
Property and Equipment, gross | 2,866,879 | 1,589,914 |
Computer Software [Member] | ||
Property and Equipment, gross | 211,228 | 18,701 |
Leasehold Improvements [Member] | ||
Property and Equipment, gross | 80,102 | 112,469 |
Construction In Progress [Member] | ||
Property and Equipment, gross | $ 85,402 | $ 417,440 |
Balance Sheet Details - Sched34
Balance Sheet Details - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and Development Costs | $ 2,389,711 | $ 1,865,087 |
Professional and Other Outside Service Fees | 707,070 | 213,122 |
Office Equipment (not-capitalized) | 794 | 69,900 |
Other | 125,752 | 212,396 |
Accounts payable and accrued liabilities | $ 3,223,327 | $ 2,360,505 |
Balance Sheet Details - Sched35
Balance Sheet Details - Schedule of Accrued Compensation (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Separation Costs | $ 134,993 | $ 353,909 |
Relocation Costs | 76,884 | |
Stock issuance liability | 55,500 | |
Accrued payroll | 93,021 | |
401K Payable | 14,365 | 14,329 |
Other | 545 | 824 |
Accrued compensation | $ 242,924 | $ 501,446 |
Balance Sheet Details - Sched36
Balance Sheet Details - Schedule of Other Long-term Liabilities (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred rent | $ 887,292 | $ 32,518 |
Other long-term liabilities | $ 887,292 | $ 32,518 |
Common Stock Transactions (Deta
Common Stock Transactions (Details Narrative) - USD ($) | Jul. 31, 2016 | May 26, 2016 | Nov. 09, 2015 | Jun. 08, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |||
Number of common stock shares issued | 18,036,263 | [1] | 4,400,000 | 18,036,263 | [1] | 14,820,854 | [1] | ||
Expected term of volatility | 6 months | ||||||||
Volatility rate | 81.06% | ||||||||
Risk-free interest rate | 0.45% | ||||||||
Shares issued in offering | |||||||||
May 2016 Registered Direct Offering [Member] | |||||||||
Stock price | $ 1.62 | ||||||||
Number of common stock shares issued | 665,049 | ||||||||
Warrant term | 9 years | ||||||||
Dividend rate | 0.00% | ||||||||
Expected term of volatility | 9 years | ||||||||
Volatility rate | 100.03% | ||||||||
Risk-free interest rate | 1.74% | ||||||||
Fair value assumption market value | $ 48,446 | ||||||||
May 2016 Registered Direct Offering [Member] | Placement Agents [Member] | |||||||||
Dividend rate | 0.00% | ||||||||
Expected term of volatility | 5 years | ||||||||
Volatility rate | 94.36% | ||||||||
Risk-free interest rate | 1.38% | ||||||||
Warrant to purchase percentage | 5.00% | ||||||||
Warrant expiry date | May 24, 2021 | ||||||||
Fair value of warrants | $ 300,000 | ||||||||
Gross proceeds from offering | 9,900,000 | ||||||||
Net proceeds from offering | $ 9,200,000 | ||||||||
May 2016 Registered Direct Offering [Member] | Series B [Member] | |||||||||
Warrant to purchase shares of common stock | 4,844,593 | ||||||||
Warrant exercise price per share | $ 0.01 | ||||||||
Purchase price per share | $ 1.815 | ||||||||
Common stock excess percentage | 4.99% | ||||||||
May 2016 Registered Direct Offering [Member] | Series B [Member] | Placement Agents [Member] | |||||||||
Number of common stock shares issued | 275,482 | ||||||||
Warrant exercise price per share | $ 2.26875 | ||||||||
May 2016 Registered Direct Offering [Member] | Series A [Member] | |||||||||
Warrant to purchase shares of common stock | 5,509,642 | ||||||||
Warrant exercise price per share | $ 1.69 | ||||||||
Purchase price per share | $ 1.815 | ||||||||
November 2015 Public Offering [Member] | |||||||||
Warrant to purchase shares of common stock | 1,071,430 | ||||||||
Warrant exercise price per share | $ 4.50 | ||||||||
Purchase price per share | $ 3.50 | ||||||||
Dividend rate | 0.00% | ||||||||
Expected term of volatility | 5 years 18 days | ||||||||
Volatility rate | 88.63% | ||||||||
Risk-free interest rate | 1.75% | ||||||||
Warrant to purchase percentage | 50.00% | ||||||||
Warrant expiry date | May 9, 2021 | ||||||||
Fair value of warrants | $ 1,600,000 | ||||||||
Gross proceeds from offering | 7,500,000 | ||||||||
Net proceeds from offering | $ 6,900,000 | ||||||||
Shares issued in offering | 2,142,860 | ||||||||
Placement agent fees as a percentage of gross proceeds | 6.00% | ||||||||
Non-accountable expense allowance as a percentage of gross proceeds of offering | 1.00% | ||||||||
Sale of stock offering shares | 107,143 | ||||||||
November 2015 Public Offering [Member] | Placement Agents [Member] | |||||||||
Warrant exercise price per share | $ 4.375 | ||||||||
Dividend rate | 0.00% | ||||||||
Expected term of volatility | 5 years | ||||||||
Volatility rate | 89.08% | ||||||||
Risk-free interest rate | 1.75% | ||||||||
Warrant to purchase percentage | 5.00% | ||||||||
Warrant expiry date | Nov. 9, 2020 | ||||||||
Fair value of warrants | $ 200,000 | ||||||||
June 2015 Public Offering [Member] | |||||||||
Stock price | $ 5.50 | ||||||||
Warrant to purchase shares of common stock | 12,859,286 | 12,859,286 | |||||||
Dividend rate | 0.00% | ||||||||
Expected term of volatility | 5 years | ||||||||
Volatility rate | 88.40% | ||||||||
Risk-free interest rate | 0.72% | ||||||||
Warrant expiry date | May 12, 2019 | ||||||||
Fair value of warrants | $ 600,000 | ||||||||
Gross proceeds from offering | 13,600,000 | ||||||||
Net proceeds from offering | $ 12,500,000 | ||||||||
Shares issued in offering | 2,469,091 | ||||||||
Sale of stock offering shares | 123,455 | ||||||||
June 2015 Public Offering [Member] | Minimum [Member] | |||||||||
Warrant exercise price per share | $ 0.01 | $ 0.01 | |||||||
Warrant expiry description | September 2,016 | ||||||||
June 2015 Public Offering [Member] | Maximum [Member] | |||||||||
Warrant exercise price per share | $ 24 | $ 24 | |||||||
Warrant expiry description | May 2,025 | ||||||||
June 2015 Public Offering [Member] | Series B [Member] | |||||||||
Warrant to purchase shares of common stock | 4,244,593 | 4,244,593 | |||||||
[1] | See Note 1, "Reverse Stock Split" |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Mar. 31, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | |
Options granted to purchase shares | [1] | 2,729,250 | 608,501 | |
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | |||
Exercise price per share, low end of the range | [1] | $ 1.64 | ||
Exercise price per share, high end of the range | [1] | $ 16.10 | ||
Stock-based compensation expense recognized | $ 6,100,000 | $ 2,700,000 | ||
Weighted-average grant date fair value | $ 3.45 | $ 5.57 | ||
Share based compensation shares issued | ||||
unrecognized non-cash compensation cost | $ 5,000,000 | |||
weighted average period | 1 year 9 months 18 days | |||
weighted-average fair value of stock options vested | $ 5.69 | $ 7.12 | ||
Shares Issued, Price Per Share | $ 2.02 | |||
Common shares outstanding | [2] | 18,036,263 | 14,820,854 | |
Number of Shares Available for issuance | 330,408 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Common shares outstanding | 655,000 | |||
Research And Development Expense [Member] | ||||
Stock-based compensation expense recognized | $ 1,000,000 | $ 1,100,000 | ||
Research And Development Expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Stock-based compensation expense recognized | 184,000 | 41,000 | ||
General And Administrative Expense [Member] | ||||
Stock-based compensation expense recognized | 5,100,000 | $ 1,600,000 | ||
General And Administrative Expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Stock-based compensation expense recognized | $ 143,000 | |||
Plan2011 [Member] | ||||
Options granted to purchase shares | 2,689,250 | |||
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 | |||
Plan2011 [Member] | Minimum [Member] | ||||
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 | 110.00% | |||
Plan2011 [Member] | Maximum [Member] | ||||
Term of stock options | 10 years | |||
Plan2011 [Member] | Employee, Director and Consultants [Member] | ||||
Options granted to purchase shares | 4,000,000 | |||
Plan2011 [Member] | Employee, Director and Consultants [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Vesting period | 3 years | |||
Plan2011 [Member] | Employee [Member] | ||||
Options granted to purchase shares | 1,995,750 | 491,001 | ||
Term of stock options | 10 years | 10 years | ||
Vesting period | 3 years | |||
Exercise price per share, low end of the range | $ 1.64 | $ 5.60 | ||
Exercise price per share, high end of the range | $ 6.21 | $ 10.60 | ||
Plan2011 [Member] | Employee [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share based compensation shares issued | 555,000 | |||
Plan2011 [Member] | Employee [Member] | Minimum [Member] | ||||
Vesting period | 1 year | |||
Plan2011 [Member] | Employee [Member] | Maximum [Member] | ||||
Vesting period | 3 years | |||
Plan2011 [Member] | Director [Member] | ||||
Options granted to purchase shares | 655,500 | 37,500 | ||
Term of stock options | 10 years | |||
Vesting period | 1 year | 1 year | ||
Exercise price per share, low end of the range | $ 2.02 | |||
Exercise price per share, high end of the range | $ 5.76 | $ 7.60 | ||
Plan2011 [Member] | Director [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share based compensation shares issued | 100,000 | |||
Plan2011 [Member] | Consultants [Member] | ||||
Options granted to purchase shares | 78,000 | 80,000 | ||
Exercise price per share, low end of the range | $ 2.02 | $ 6.01 | ||
Exercise price per share, high end of the range | $ 5.76 | $ 7.80 | ||
Plan2011 [Member] | Consultants [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share based compensation shares issued | 25,000 | |||
Plan2011 [Member] | Consultants [Member] | Minimum [Member] | ||||
Term of stock options | 1 year | 1 year | ||
Plan2011 [Member] | Consultants [Member] | Maximum [Member] | ||||
Term of stock options | 3 years | 3 years | ||
2015 ESPP [Member] | ||||
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 500,000 | |||
Discount from Market Price, Offering Date | 15.00% | |||
Shares Purchased | 17,789 | |||
Purchase price | $ 1.44 | |||
Number of Shares Available for issuance | 482,211 | |||
[1] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 | |||
[2] | See Note 1, "Reverse Stock Split" |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Expected volatility, minimum | 83.57% | 86.02% |
Expected volatility, maximum | 98.23% | 117.50% |
Risk-free interest rate, minimum | 0.71% | 0.36% |
Risk-free interest rate, maximum | 2.01% | 2.13% |
Expected forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | ||
Minimum [Member] | ||
Expected term | 2 years 29 days | 1 year 7 months 6 days |
Maximum [Member] | ||
Expected term | 10 years | 6 years 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |||
Jul. 31, 2016 | Jul. 31, 2015 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Option shares outstanding balance, beginning(1) | [1] | 1,148,764 | 588,045 | |
Option shares outstanding, granted(1) | [1] | 2,729,250 | 608,501 | |
Option shares outstanding. Exercised(1) | [1] | (308) | ||
Option shares outstanding, forfeited / cancelled / expired(1) | [1] | (614,554) | (47,474) | |
Option shares outstanding balance, ending | 3,263,460 | 1,148,764 | [1] | |
Option shares outstanding balance, exercisable | 1,824,862 | |||
Weighted-average exercise price, beginning(1) | [1] | $ 9.20 | $ 11.20 | |
Weighted-average exercise price, granted(1) | [1] | 4.84 | 7.45 | |
Weighted-average exercise price, exercised(1) | [1] | 5.60 | ||
Weighted-average exercise price, forfeited / cancelled / expired(1) | [1] | 7.49 | 12.29 | |
Weighted-average exercise price, ending | 5.88 | 9.20 | [1] | |
Weighted-average exercise price, exercisable | 6.60 | |||
Aggregate intrinsic value, granted(1) | [1] | |||
Aggregate intrinsic value, exercised(1) | [1] | |||
[1] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Stock-Based Compensation - Su41
Stock-Based Compensation - Summary of Stock Option Activity (Details) (Parenthetical) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stockholders' Equity, Reverse Stock Split | 1-for-20 reverse stock split | 1-for-20 reverse stock split |
Stock-Based Compensation - Sc42
Stock-Based Compensation - Schedule of Stock Option Activity by Range of Exercise Price (Details) | 12 Months Ended | |
Jul. 31, 2016$ / sharesshares | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Range of exercise price lower limit | $ 1.64 | [1] |
Range of exercise price upper limit | $ 16.10 | [1] |
Weighted average contractual life (in years) | 8 years 7 months 6 days | |
Number of shares exercisable | shares | 1,824,862 | |
Weighted average remaining contractual life (in years) | 8 years 3 months 18 days | |
[1] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Stock-Based Compensation - Sc43
Stock-Based Compensation - Schedule of Stock Option Activity by Range of Exercise Price (Details) (Parenthetical) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stockholders' Equity, Reverse Stock Split | 1-for-20 reverse stock split | 1-for-20 reverse stock split |
Stock-Based Compensation - Su44
Stock-Based Compensation - Summary of Common Stock Reserved For Future Issuance (Details) - shares | Jul. 31, 2016 | Jul. 31, 2015 | [1] | Jul. 31, 2014 | [1] |
Stock-based Compensation - Summary Of Common Stock Reserved For Future Issuance Details | |||||
Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) | 3,263,460 | 1,148,764 | 588,045 | ||
Common Stock reserved for restricted stock unit release | 655,000 | ||||
Common Stock authorized for future grant under the 2011 Plan | 330,408 | ||||
Common Stock reserved for warrant exercise | 12,859,286 | ||||
Commons Stock reserved for future ESSP issuance | 482,211 | ||||
Total common stock reserved for future issuance | 17,590,365 | ||||
[1] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Accrued interest panalties | $ 0 | $ 0 |
Net operating loss carryforward expire year | 2,027 | |
Valuation allowance for deferred tax | $ 29,250,000 | $ 18,880,000 |
Federal [Member] | ||
Net operating loss carryforwards | 61,202,000 | |
Federal [Member] | Research and Development [Member] | ||
Tax credit carryforwards | 871,000 | |
California [Member] | ||
Net operating loss carryforwards | 56,349,000 | |
California [Member] | Research and Development [Member] | ||
Tax credit carryforwards | 916,000 | |
California [Member] | Hiring Credits [Member] | ||
Tax credit carryforwards | $ 9,300 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 23,568,000 | $ 15,460,000 |
Credits | 1,440,000 | 1,082,000 |
Start-up costs | 51,000 | 56,000 |
Accumulated depreciation | 341,000 | 591,000 |
Other | 3,850,000 | 1,691,000 |
Net deferred tax assets | 29,250,000 | 18,880,000 |
Valuation allowance for deferred tax assets | (29,250,000) | (18,880,000) |
Net deferred taxes |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Incomes Taxes Using the Statutory Income Tax Rate (Details) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | 34.00% | 34.00% |
State income tax, net of federal tax benefit | (0.00%) | (0.01%) |
Non-deductible expenses | (2.21%) | (1.34%) |
Change in valuation allowance | (32.83%) | (34.55%) |
Other | 1.03% | 1.89% |
Income tax benefit - effective rate | (0.01%) | (0.01%) |
Commitments and Contingencies48
Commitments and Contingencies (Details Narrative) | Apr. 15, 2016USD ($) | Dec. 27, 2015USD ($) | Nov. 02, 2015USD ($) | Oct. 19, 2015$ / shares | Jun. 24, 2015USD ($)shares | Mar. 06, 2015USD ($) | Dec. 31, 2014USD ($)ft² | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) |
Total rent expense | $ 1,400,000 | $ 300,000 | |||||||
Compensation expense | 6,100,000 | 2,700,000 | |||||||
Lease Agreement [Member] | |||||||||
Monthly Base Rent | $ 2,008 | ||||||||
Lease Agreement [Member] | New Office Space [Member] | |||||||||
Area of rentable premises under lease agreement | ft² | 34,000 | ||||||||
Term of lease agreement for office space | 120 months | ||||||||
Notice period prior to expiration of the term for extending the lease agreement | 12 months | ||||||||
Options to extend the lease term | 5 years | ||||||||
Period after the commencement date in which the entity has the option to terminate the lease | 84 months | ||||||||
Notice period for terminating the lease agreement | 12 months | ||||||||
Monthly base rent under lease agreement | $ / shares | $ 2.65 | ||||||||
Annual increases in base rent percentage | 3.00% | ||||||||
Period for rent abatement after lease commencement cate | 12 months | ||||||||
Security deposit | $ 90,000 | ||||||||
Research And Development Agreement [Member] | |||||||||
Payment for research and development expense | $ 200,000 | ||||||||
Severance payment description | 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. | ||||||||
Separation, Release, and Consulting Agreement [Member] | Chief Scientific Officer [Member] | |||||||||
Payment for research and development expense | $ 286,000 | $ 309,833 | |||||||
Compensation expense | $ 30,000 | 41,000 | |||||||
Employee related liability | 360,000 | $ 286,000 | $ 354,000 | ||||||
Payment of consulting fees | $ 30,000 | $ 150,000 | |||||||
Pro rata bonus | $ 35,100 | ||||||||
Accelerated vesting of stock options | shares | 31,586 | ||||||||
Expected term | 1 year | ||||||||
Expected dividend yield rate | 0.00% | ||||||||
Expected volatility rate | 74.61% | ||||||||
Risk-free interest rate | 0.30% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases (Details) | Jul. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 959,000 |
2,018 | 1,145,000 |
2,019 | 1,173,000 |
2,020 | 1,208,000 |
2,021 | 1,245,000 |
Thereafter | 5,598,000 |
Total minimum payments | $ 11,328,000 |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) | May 15, 2012 | Jul. 31, 2016 | Jul. 31, 2015 |
Compensation and Retirement Disclosure [Abstract] | |||
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) | 3.00% | ||
Employer matching contributions made | $ 236,000 | $ 133,000 |
Quarterly Financial Data (Una51
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 96 Months Ended | ||||||||||||||
Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | |||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Revenue | |||||||||||||||||
Loss from operations | (6,561,994) | (6,251,119) | (7,037,720) | (7,035,219) | (6,576,413) | (5,986,286) | (4,618,237) | (4,060,206) | $ (26,886,052) | $ (21,241,142) | |||||||
Net loss | (6,561,994) | (6,251,409) | (7,037,720) | (7,037,391) | (6,576,413) | (5,987,345) | (4,618,237) | (4,061,116) | $ (26,888,514) | $ (21,243,111) | |||||||
Net loss applicable to common stockholders | $ (6,561,994) | $ (6,251,409) | $ (7,037,720) | $ (7,037,391) | $ (6,576,413) | $ (5,987,345) | $ (4,618,237) | $ (4,061,116) | $ (73,500,000) | ||||||||
Basic and diluted net loss per share | $ 0.39 | $ 0.37 | $ 0.42 | $ 0.47 | $ 0.48 | [1],[2] | $ 0.48 | [1],[2] | $ 0.38 | [1],[2] | $ 0.33 | [1],[2] | $ (1.63) | [3] | $ (1.67) | [3] | |
[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 | ||||||||||||||||
[3] | See Note 1, "Reverse Stock Split" |