Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Oct. 10, 2017 | Jan. 31, 2017 | |
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, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 22,001,286 | ||
Entity Common Stock, Shares Outstanding | 22,099,840 | ||
Trading Symbol | ONCS | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 11,444,676 | $ 28,746,224 |
Prepaid expenses | 1,068,947 | 656,434 |
Other current assets | 14,750 | |
Total Current Assets | 12,513,623 | 29,417,408 |
Property and equipment, net | 2,410,099 | 2,799,930 |
Other long-term assets | 309,187 | 189,309 |
Total Assets | 15,232,909 | 32,406,647 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,281,133 | 3,223,327 |
Accrued compensation related | 114,841 | 242,924 |
Total Current Liabilities | 3,395,974 | 3,466,251 |
Other long-term liabilities | 1,140,953 | 887,292 |
Total Liabilities | 4,536,927 | 4,353,543 |
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 — 21,618,194 and 18,036,263 common shares as of July 31, 2017 and July 31, 2016, respectively | 2,162 | 1,804 |
Additional paid-in capital | 93,866,088 | 88,257,430 |
Warrants issued and outstanding — 9,044,740 and 12,859,286 warrants as of July 31, 2017 and July 31, 2016, respectively | 11,775,807 | 13,288,527 |
Accumulated other comprehensive loss | (3,620) | |
Accumulated deficit | (94,944,455) | (73,494,657) |
Total Stockholders' Equity | 10,695,982 | 28,053,104 |
Total Liabilities and Stockholders' Equity | $ 15,232,909 | $ 32,406,647 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Jul. 31, 2017 | Jul. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 21,618,194 | 18,036,263 |
Common stock, shares outstanding | 21,618,194 | 18,036,263 |
Warrants issued | 9,044,740 | 12,859,286 |
Warrants outstanding | 9,044,740 | 12,859,286 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Statement of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Research and development | 11,952,748 | 14,741,694 |
General and administrative | 9,495,659 | 12,144,358 |
Loss from operations | (21,448,407) | (26,886,052) |
Provision for income taxes | 1,391 | 2,462 |
Net loss | $ (21,449,798) | $ (26,888,514) |
Basic and diluted net loss per common share | $ (1.06) | $ (1.63) |
Weighted average shares used in computing basic and diluted net loss per common share | 20,189,678 | 16,514,737 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss and Statement of Comprehensive Loss - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (21,449,798) | $ (26,888,514) |
Foreign currency translation adjustments | (3,620) | |
Comprehensive Loss | $ (21,453,418) | $ (26,888,514) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity and Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Warrants [Member] | Accumulated Other Comprehensive Income(Loss) | Accumulated Deficit [Member] | Total | |||
Balance at Jul. 31, 2015 | $ 1,482 | $ 71,596,179 | $ 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) | ||||||
Common stock issued for services | $ 1 | $ 55,386 | $ 55,387 | ||||||
Common stock issued for services, shares | 7,500 | ||||||||
Public offering on November 9, 2015, net of issuance costs of $613,915 | $ 214 | $ 5,047,405 | $ 1,838,476 | $ 6,886,095 | |||||
Public offering on November 9, 2015, net of issuance costs of $613,915, shares | 2,142,860 | 1,178,573 | |||||||
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 | 10,629,717 | |||||||
Cancellation of expired warrants | $ 963,356 | $ (963,356) | |||||||
Cancellation of expired warrants, shares | (244,106) | ||||||||
Stock-based compensation expense | $ 6,116,660 | $ 6,116,660 | |||||||
Exercise of common stock options, shares | [2] | ||||||||
Net loss and comprehensive loss | (26,888,514) | $ (26,888,514) | |||||||
Balance at Jul. 31, 2016 | $ 1,804 | $ 88,257,430 | $ 13,288,527 | $ (73,494,657) | 28,053,104 | ||||
Balance, shares at Jul. 31, 2016 | 18,036,263 | 12,859,286 | [1] | ||||||
Exercise of common stock warrants | $ 354 | $ 68,537 | $ (33,446) | 35,445 | |||||
Exercise of common stock warrants, shares | 3,544,593 | (3,344,593) | |||||||
Cancellation of expired warrants | 1,479,274 | $ (1,479,274) | |||||||
Cancellation of expired warrants, shares | (469,953) | ||||||||
Stock-based compensation expense | 4,016,790 | 4,016,790 | |||||||
Exercise of common stock options | |||||||||
Exercise of common stock options, shares | 918 | (7,500) | |||||||
Common stock issued for employee stock purchase plan | $ 4 | 44,057 | $ 44,061 | ||||||
Common stock issued for employee stock purchase plan, shares | 36,420 | ||||||||
Net loss and comprehensive loss | (3,620) | (21,449,798) | (21,453,418) | ||||||
Balance at Jul. 31, 2017 | $ 2,162 | $ 93,866,088 | $ 11,775,807 | $ (3,620) | $ (94,944,455) | $ 10,695,982 | |||
Balance, shares at Jul. 31, 2017 | 21,618,194 | 9,044,740 | |||||||
[1] | See Note 1, "Reverse Stock Split" | ||||||||
[2] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity and Statement of Stockholders' Equity (Parenthetical) - USD ($) | 3 Months Ended | 10 Months Ended |
Nov. 09, 2015 | May 26, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Payment of finance and offering costs | $ 613,915 | $ 767,700 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows and Statement of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Operating activities | ||
Net loss | $ (21,449,798) | $ (26,888,514) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 379,988 | 355,583 |
Stock-based compensation | 4,016,790 | 6,116,660 |
Common stock issued for services | 55,387 | |
Loss on disposal of property and equipment | 203,196 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | (130,926) | 855,152 |
(Increase) decrease in other current assets | 14,750 | 6,380 |
(Increase) decrease in other long-term assets | (88,473) | 24,818 |
(Decrease) increase in accounts payable and accrued liabilities | (208,281) | 861,634 |
(Decrease) increase in accrued compensation | (128,083) | (258,522) |
(Decrease) increase in other long-term liabilities | 253,661 | 854,773 |
(Decrease) Increase in accrued income taxes | (800) | |
Net cash used in operating activities | (17,340,372) | (17,814,253) |
Investing activities | ||
Purchases of property and equipment | (21,562) | (1,470,635) |
Leasehold improvements | (80,102) | |
Net cash used in investing activities | (21,562) | (1,550,737) |
Financing activities | ||
Proceeds from issuance of common stock and warrants | 17,451,565 | |
Payment of financing and offering costs | (15,500) | (1,381,615) |
Proceeds from exercise of warrants and issuance of common stock | 79,506 | 6,000 |
Net cash provided by financing activities | 64,006 | 16,075,950 |
Effect of foreign exchange rate changes on cash | (3,620) | |
Net decrease in cash | (17,301,548) | (3,289,040) |
Cash and cash equivalents, at beginning of year | 28,746,224 | 32,035,264 |
Cash and cash equivalents, at end of year | 11,444,676 | 28,746,224 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | 1,391 | 2,462 |
Noncash investing and financing transactions: | ||
Fair value of placement agent warrants issued in the public offerings | 536,909 | |
Expiration of warrants | 1,479,274 | 963,356 |
Amounts accrued for offering costs | $ 256,296 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1—Nature of Operations and Basis of Presentation OncoSec Medical Incorporated (together with its subsidiaries, unless the context indicates otherwise, being collectively referred to as 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”). The Company has not produced any revenues since its inception. 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 Company is a biotechnology company focused on designing, developing and commercializing innovative therapies and proprietary medical approaches to stimulate and guide an anti-tumor immune response for the treatment of cancer. Its core platform technology, ImmunoPulse®, is a drug-device therapeutic modality comprised of a proprietary intratumoral electroporation delivery device. The ImmunoPulse® platform is designed to deliver DNA-encoded drugs directly into a solid tumor and promote an inflammatory response against cancer. The ImmunoPulse® device can be adapted to treat different tumor types, and consists of an electrical pulse generator, a reusable handle and disposable applicators. The Company’s lead product candidate, ImmunoPulse® IL-12, uses its electroporation device to deliver a DNA-encoded interleukin-12 (“IL-12”), called tavokinogene telseplasmid (“tavo”), with the aim of reversing the immunosuppressive microenvironment in the tumor and engendering a systemic anti-tumor response against untreated tumors in other parts of the body. In February 2017, the Company received Fast Track designation from the U.S. Food and Drug Administration (“FDA”) for ImmunoPulse® IL-12, which could qualify ImmunoPulse® IL-12 for expedited FDA review, a rolling Biologics License Application review and certain other benefits. The Company’s current focus is to pursue its registration-directed study of ImmunoPulse® IL-12 in combination with an approved therapy for melanoma in patients who have shown resistance to or relapse from certain other cancer therapies, which is referred to as the PISCES study. Most of the Company’s present activities are directed toward advancing the PISCES study. To this end, in May 2017, the Company entered into a clinical trial collaboration and supply agreement with a subsidiary of Merck & Co., Inc. (“Merck”) in connection with the PISCES study, in which the Company has agreed to sponsor and fund the study and Merck has agreed to manufacture and suppy its anti-PD-1 therapy KEYTRUDA® for use in the study. The PISCES study opened for enrollment in October 2017. The Company also intends to continue to pursue other ongoing or potential new trials and studies related to ImmunoPulse® IL-12, all with the goal of obtaining requisite regulatory approvals from the FDA and comparable regulators in certain other jurisdictions to market and sell this product candidate. For instance, the Company is in collaboration with the University of California, San Francisco (“UCSF”), the sponsor of a multi-center Phase II clinical trial evaluating ImmunoPulse® IL-12 in combination with Merck’s KEYTRUDA® for the treatment of advanced, metastatic melanoma in patients who are predicted to not respond to anti-PD-1 therapy alone. Merck is manufacturing and supplying its drug KEYTRUDA® to UCSF to support this trial. In addition, the Company is pursuing a biomarker-focused pilot study of ImmunoPulse® IL-12 in triple negative breast cancer, which is focused on evaluating the ability of ImmunoPulse® IL-12 to alter the tumor microenvironment and promote a pro-inflammatory response. In January 2017, the Company amended the clinical protocol for this study to improve the enrollment rate, as it had been slow to enroll, and in September 2017, the Company enrolled half the patients needed for the study, which is now open for enrollment and is ongoing. Additionally, the Company’s Phase II clinical trials of ImmunoPulse® IL-12 as a monotherapy in Merkel Cell carcinoma, melanoma, and head and neck squamous cell carcinoma are now closed for enrollment, and databases are locked and clinical study reports are pending. The Company is no longer pursuing its Phase II clinical trial of ImmunoPulse® IL-12 as a monotherapy in cutaneous T-cell lymphoma, which has been closed. In addition, the Company is developing its next-generation electroporation devices, including advancements toward prototypes, pursuing discovery research to identify other product candidates that, like IL-12, can be encoded into DNA, delivered intratumorally using electroporation and used to reverse the immunosuppressive mechanisms of a tumor, and aiming to expand its ImmunoPulse® pipeline beyond the delivery of plasmid-DNA encoding for cytokines to include other molecules that may be critical to key pathways associated with tumor immune subversion. Basis of Presentation In October 2016, the Company created an Australian corporation as its wholly-owned subsidiary. This corporation’s functional currency, the Australian dollar, is also its reporting currency, and its financial statements are translated to U.S. dollars, the Company’s reporting currency, prior to consolidation. The accompanying consolidated financial statements include the accounts of the Company and its subsidiary, and, in the opinion of management, reflect all adjustments necessary to state fairly the Company’s financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the accompanying balance sheet for the year ended July 31, 2016 have been reclassified and there was no effect on net loss at July 31, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Segment Reporting The Company operates in a single reporting segment — the discovery and development of novel immunotherapeutic product candidates to improve treatment options for patients and physicians for a wide range of oncology indications. Use of Estimates The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, 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, accounting for long-lived assets 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 it believes are 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 they appropriately reflect changes in the business or as new information becomes available. Actual results could differ materially from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. 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 its cash and cash equivalents. Property and Equipment The Company’s 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 as follows: Computers and Equipment: 3 to 10 years Computer Software: 1 to 3 years Leasehold Improvements: Shorter of lease period or useful life Impairment of Long-Lived Assets The Company periodically assesses the carrying value of intangible and other long-lived assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The assets are considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment, which includes consideration of the following events or changes in circumstances: ● the asset’s ability to continue to generate income from operations and positive cash flow in future periods; ● loss of legal ownership or title to the asset; ● significant changes in the Company’s strategic business objectives and utilization of the asset(s); and ● the impact of significant negative industry or economic trends. If the assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by the application of discounted cash flow models to project cash flows from the asset. In addition, the Company bases estimates of the useful lives and related amortization or depreciation expense on its subjective estimate of the period the assets will generate revenue or otherwise be used by it. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs. The Company also periodically reviews the lives assigned to long-lived assets to ensure that the initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows from its assets. 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 expressly disclosed. Warrants The Company assesses its warrants as either equity or a liability 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 are re-measured 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 other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate. As of July 31, 2017, all outstanding warrants issued by the Company were classified as equity. 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 period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period, plus additional shares to account for 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 applicable 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, restricted stock units 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 were as follows: July 31, 2017 July 31, 2016 Stock Options 3,653,641 3,263,460 Restricted Stock Units 1,100,000 655,000 Warrants 9,044,740 12,859,286 13,798,381 16,777,746 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. 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 re-measured at each reporting period until fully vested, with any change in fair value expensed. Employee Stock Purchase Plan Employees may elect to participate in the Company’s stockholder approved employee stock purchase plan. The stock purchase plan allows for the purchase of the Company’s common stock at not less than 85% of the lesser of (i) the fair market value of a share of common stock on the beginning date of the offering period or (ii) the fair market value of a share of common stock on the purchase date of the offering period, subject to a share and dollar limit as defined in the plan and subject to the applicable legal requirements. There are two six-month offering periods during each fiscal year, ending on January 31, 2017 and July 31, 2017. In accordance with applicable accounting guidance, the fair value of awards under the stock purchase plan is calculated at the beginning of each offering period. The Company estimates the fair value of the awards using the Black-Scholes option valuation model. 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 the offering period. This fair value is then amortized at the beginning of the offering period. Stock-based compensation expense is based on awards expected to be purchased at the beginning of the offering period, and therefore is reduced when participants withdraw during the offering period. Accumulated and Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Australia and is excluded from the accompanying consolidated statements of operations. Recent Accounting Pronouncements The following discussion includes recent accounting pronouncements that are anticipated to have an impact on or are otherwise related to the Company’s financial condition, results of operations or related disclosures. Recent accounting 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 Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“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 Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use model that requires a lessee to record an asset and liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the new standard on its consolidated 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: (i) income tax consequences; (ii) classification of awards as either equity or liabilities; and (iii) 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 its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) (“ASU 2017-09”), In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (“ASU 2016-15”), to reduce diversity in practice of how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal and interim periods beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of the new standard will have on its consolidated financial statements. In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Equity from Liabilities (Topic 480) and Derivatives and Hedging (Topic 815) (“ASU 2017-11”), |
Cash and Cash Equivalents and L
Cash and Cash Equivalents and Liquidity | 12 Months Ended |
Jul. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents and Liquidity | Note 3—Cash and Cash Equivalents and Liquidity The Company considers all liquid investments with maturities of three months or less when purchased to be cash equivalents. As of July 31, 2017 and 2016, cash and cash equivalents were principally comprised of cash in savings and checking accounts. The Company does not believe it has sufficient cash on-hand to support its operations for the next 12 months, and the Company does not generate any cash from its operations and its does not currently have any firm commitments for future capital. Consequently, the Company will need significant additional capital to continue operating its business and fund its planned operations, including research and development, clinical trials and, if regulatory approval is obtained, commercialization of its potential product candidates. In addition, the Company will require additional financing if it desires to in-license or acquire new assets, research and develop new compounds or new technologies and pursue related patent protection, or obtain any other intellectual property rights or other assets. Historically, the Company has raised the majority of the funding for its business through offerings of its common stock and warrants to purchase its common stock. Although the Company is exploring other ways of funding its operations that involve less dilution to its existing stockholders’, including, among others, technology licensing or other collaboration arrangements, debt financings or grants, the Company has not successfully established or raised any funds through any of these types of arrangements, and it may need to continue to seek funding for its operations through additional dilutive public or private equity financings. If the Company issues equity or convertible debt securities to raise additional funds, its existing stockholders would experience further dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of its existing stockholders. If the Company incurs debt, its fixed payment obligations, liabilities and leverage relative to our equity capitalization would increase, which could increase the cost of future capital. Further, the terms of any debt securities the Company issues or borrowings it incurs, if available, could impose significant restrictions on its operations, such as limitations on its ability to incur additional debt or issue additional equity or other operating restrictions that could adversely affect its ability to conduct its business, and any such debt could be secured by any or all of the Company’s assets pledged as collateral. Additionally, the Company may incur substantial costs in pursuing future capital, including investment banking, legal and accounting fees, printing and distribution expenses and other costs. Moreover, equity or debt financings or any other source of capital may not be available when needed or at all, or, if available, may not be available on commercially reasonable terms. Weak economic and capital market conditions generally or uncertain conditions in the Company’s industry could increase the challenges it faces in raising capital for its operations. In recent periods, the capital and financial markets for early and development-stage biotechnology and life science company stocks have been volatile and uncertain. If the Company cannot raise the funds that it needs, it could be forced to delay or scale down some or all of its development activities or cease all operations, and its stockholders could lose all of their investment in the Company. Going Concern The accompanying consolidated financial statements have been prepared on the going concern basis of accounting, which assumes the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has sustained substantial losses of $21.4 million and $26.9 million for the years ended July 31, 2017 and 2016, respectively, and cumulative losses since inception of $94.9 million. In addition, as of July 31, 2017, the Company had cash and cash equivalents of approximately $11.4 million and, as of that date, the Company estimated its cash requirements for the following 12 months to be approximately $21.0 million. Based on the Company’s cash levels (taking into account the expected aggregate net proceeds from the Company’s recent October 2017 equity offerings, (see Note 13) and the current rate of cash consumption and expectations regarding future expenses, as well as its lack of any revenue-generating activities or firm commitments for future capital, the Company estimates it will need additional capital by the third calendar quarter of 2018 and its prospects for obtaining that capital are uncertain. The Company may seek to pursue debt or equity financings or alternative sources of funding to raise additional capital, but no such capital may be available when needed, on acceptable terms or at all. As a result of the Company’s historical losses and financial condition, there is substantial doubt about its ability to continue as a going concern. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jul. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4—Fair Value of Financial Instruments Financial assets and liabilities are measured at fair value, which is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At July 31, 2017 and 2016, 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, 2017 | |
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, 2017 July 31, 2016 Computers and Equipment $ 2,861,632 $ 2,866,879 Computer Software 292,034 211,228 Leasehold Improvements 80,102 80,102 Construction In Progress - 85,402 Property and Equipment, gross 3,233,768 3,243,611 Accumulated Depreciation and Amortization (823,669 ) (443,681 ) $ 2,410,099 $ 2,799,930 Depreciation and amortization expense recorded for the years ended July 31, 2017 and 2016 was approximately $380,000 and $356,000, respectively. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: July 31, 2017 July 31, 2016 Research and Development Costs $ 1,537,892 $ 2,389,711 Professional and Other Outside Service Fees 1,584,899 707,070 Office Equipment (not-capitalized) — 794 Other 158,342 125,752 $ 3,281,133 $ 3,223,327 Accrued Compensation Accrued compensation is comprised of the following: July 31, 2017 July 31, 2016 Separation Costs $ — $ 134,993 Accrued payroll 100,295 93,021 401K costs 14,222 14,365 Other 324 545 $ 114,841 $ 242,924 Separation costs relate to agreements with certain of the Company’s former executive officers—see Note 9, Commitments and Contingencies for more information. Other Long-Term Liabilities Other long-term liabilities are comprised of the following: July 31, 2017 July 31, 2016 Deferred Rent $ 1,140,953 $ 887,292 $ 1,140,953 $ 887,292 At July 31, 2017, the deferred rent liability is related to the Company’s straight-line expense recognition of rent for its corporate headquarters. See Note 9, Commitments and Contingencies, for more information. |
Equity Offerings
Equity Offerings | 12 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
Equity Offerings | Note 6—Equity Offerings October 2017 Offerings In October 2017, the Company entered into securities purchase agreements with several accredited investors in connection with its offering and sale of shares of its common stock and warrants to purchase shares of its common stock. See Note 13 for information about these offerings. ATM Program On July 25, 2017, the Company entered into an equity distribution agreement with Oppenheimer & Co. Inc., Oppenheimer, to commence an “at the market” offering program, or the ATM Program, under which the Company was permitted to offer and sell, from time to time through or to Oppenheimer, acting as sales agent or principal, shares of the Company’s common stock having an aggregate gross sales price of up to $8.4 million. No shares of the Company’s common stock were sold in the ATM Program during the periods covered by the accompanying consolidated financial statements. Subsequent to such periods, effective as of October 22, 2017, the Company terminated the ATM Program. As a result of such termination, no further offers or sales of the Company’s common stock will be made in the ATM Program. As of the date of such termination, the Company had sold an aggregate of 897,311 shares of the Company’s common stock in the ATM Program, for net proceeds to the Company, after deducting Oppenheimer’s commissions and other expenses paid or payable by the Company, of $1.1 million (see Note 13). May 2016 Offering On May 26, 2016, the Company completed an offer and sale to a single healthcare-dedicated institutional fund of 665,049 shares of its common stock, Series A Warrants to purchase up to an aggregate of 5,509,642 shares of its common stock at an exercise price of $1.69 per share with a term of nine years, and Series B Warrants to purchase up to an aggregate of 4,844,593 shares of its common stock at an exercise price of $0.01 and which expire upon their exercise in full. All warrants issued to the investor were immediately exercisable. 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 gross proceeds of the offering were $9.9 million, and the net proceeds, after deducting the placement agent’s fee, financial advisory fees and other offering expenses paid by the Company, were $9.2 million. At the closing of the offering, the Company also issued warrants to purchase up to an aggregate of 275,482 shares of its common stock to the placement agents for the offering, which have an exercise price of $2.26875, are immediately exercisable and expire on May 24, 2021. The fair value of the Series A Warrants and Series B Warrants issued to the investor in the offering, based on their fair value relative to the common stock issued, was $4.4 million (based on the Black-Scholes option valuation model assuming no dividend yield, a nine 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 Warrants and Series B Warrants issued to the investor in the offering and the warrants issued to the placement agents in the offering, and determined that all such warrants should be classified as equity within the accompanying consolidated balance sheets. November 2015 Offering On November 9, 2015, the Company completed an offer and sale of an aggregate of 2,142,860 shares of its common stock, together with accompanying warrants to purchase an aggregate of 1,071,430 shares of its common stock, at a purchase price of $3.50 per share. The warrants have an exercise price of $4.50 per share, became exercisable on May 9, 2016 and expire on May 9, 2021. The gross proceeds of the offering were $7.5 million, and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid by the Company, were $6.9 million. In connection with the offering, the Company paid the placement agent (i) a cash fee equal to 6% of the gross proceeds of the offering, as well as a non-accountable expense allowance equal to 1% of the gross proceeds of the offering, and (ii) warrants to purchase up to an aggregate of 107,143 shares of its common stock. The warrants issued to the placement agent are exercisable at an exercise price of $4.375 per share, have a term of five years, became exercisable on May 9, 2016, and expire on November 9, 2020. The fair value of the warrants issued to the purchasers in the offering, based on their fair value relative to the common stock issued, was approximately $1.6 million (based on the Black-Scholes option valuation model assuming no dividend yield, a 5.05-year life, volatility of 88.63% and a risk-free interest rate of 1.75%). The fair value of the warrants issued to the placement agent in the offering was $0.2 million (based on the Black-Scholes option valuation model assuming no dividend yield, a five-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 they should be classified as equity within the accompanying consolidated balance sheets. June 2015 Public Offering On June 8, 2015, the Company completed an offer and sale of an aggregate of 2,469,091 shares of its common stock at a purchase price of $5.50 per share. The gross proceeds of the offering were $13.6 million, and the net proceeds, after deducting the placement agents’ fees and other offering fees and expenses paid by the Company, were $12.5 million. In connection with the offering, the Company issued to the placement agents for the offering warrants to purchase up to an aggregate of 123,455 shares of its common stock, which are exercisable at $6.88 per share as of December 8, 2015 and will expire on May 12, 2019. The fair value of the warrants issued to the placement agent in the offering was $0.6 million (based on the Black-Scholes option valuation model assuming no dividend yield, a five-year life, volatility of 88.40% and a risk-free interest rate of 1.72%). The Company completed an evaluation of these warrants and determined the warrants should be classified as equity within the accompanying consolidated balance sheets. Outstanding Warrants At July 31, 2017, the Company had outstanding warrants to purchase 9,044,740 shares of its common stock, with exercise prices ranging from $0.01 to $18.00, all of which were classified as equity instruments. These warrants expire at various dates between September 2017 and May 2025, with the exception of the Series B Warrants issued in the Company’s May 2016 offering, described above, which expire upon their exercise in full. At July 31, 2017, there were 900,000 Series B Warrants outstanding. Dividends The Company has not adopted a formal policy regarding the payment of dividends, and no dividends were paid during the periods presented. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 7 — Stock-Based Compensation 2011 Plan The OncoSec Medical Incorporated 2011 Stock Incentive Plan (as amended and approved by the Company’s stockholders (the “2011 Plan”), authorizes the Company’s Board of Directors to grant equity awards, including stock options and restricted stock units, to employees, directors and consultants. The 2011 Plan includes an automatic increase of the number of shares of common stock reserved thereunder on the first business day of each calendar year by the lesser of: (i) 3% of the shares of the Company’s common stock outstanding as of the last day of the immediately preceding calendar year; (ii) 500,000 shares; or, (iii) such lesser number of shares as determined by the Company’s Board of Directors. As of July 31, 2017, there were an aggregate of 5,000,000 shares of the Company’s common stock authorized for issuance pursuant to awards granted under the 2011 Plan. The 2011 Plan allows for an annual fiscal year per-individual grant of up to 500,000 shares of its common stock. 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 common stock at the date of grant. Stock options vest over a period specified in the individual option agreements entered into with grantees, and are exercisable for a maximum period of 10 years after the date of grant. Stock 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 of no less than 110% of the fair value of the Company’s common stock on the date of grant. Stock Options On December 14, 2016, the Company completed an offer (the “Exchange Offer”) to exchange certain stock options to purchase shares of its common stock for a lesser number of new stock options with a lower exercise price. Stock options with an exercise price greater than or equal to $3.00 and held by employees, directors, and consultants in continuous service for the Company through the completion of the Exchange Offer were eligible for exchange. In the Exchange Offer, an exchange rate of 2-for-1 applied to stock options with an exercise price from $3.00 to $9.99, and an exchange rate of 3-for-1 applied to stock options with an exercise price of $10.00 or more. Each new stock option granted in the Exchange Offer was granted pursuant to the 2011 Plan on the date the Exchange Offer closed and has an exercise price equal to the market price of the Company’s common stock on that date. At the closing of the Exchange Offer, 29 eligible participants had exchanged stock options to purchase 2,214,500 shares of the Company’s common stock for new stock options to purchase 1,070,536 shares of the Company’s common stock. During the fiscal year ended July 31, 2017, the Company granted options to purchase 1,841,037, 355,416 and 832,083 shares of its common stock to employees, directors and consultants under the 2011 Plan, respectively. The stock options issued to employees have a 10-year term, vest over three years, and have exercise prices ranging from $1.11 to $1.94. The stock options issued to directors have a ten-year term, vest monthly in equal increments over one year and have exercise prices ranging from $1.29 to $1.34. The stock options issued to consultants have three-year terms, vest in accordance with the terms of the applicable consulting agreement, and have exercise prices ranging from $1.29 to $2.00. 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 stock options issued to employees have a 10-year term, vest over three years, and have exercise prices ranging from $1.64 to $6.21. The stock options issued to directors have a 10-year term, vest quarterly in equal increments over one year and have exercise prices ranging from $2.02 to $5.76. The stock 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. A summary of the Company’s stock option activity for the years ended July 31, 2017 and 2016 is as follows: Option Shares Outstanding Weighted -Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($000’s) 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 8.3 9 Granted 3,028,536 1.41 — — Exercised (7,500 ) 1.29 — 2 Forfeited / Cancelled / Expired (2,648,855 ) 6.21 — — Balance at July 31, 2017 3,635,641 1.94 7.923 — Exercisable at July 31, 2017 1,990,521 $ 2.29 7.269 $ — The weighted-average grant date fair value of stock options granted during the years ended July 31, 2017 and 2016 was $0.69 and $3.45, respectively. As of July 31, 2017, there was approximately $1.4 million of unrecognized non-cash compensation cost related to unvested options, which will be recognized over a weighted average period of 2.02 years. The weighted-average fair value of stock options vested during the years ended July 31, 2017 and 2016 was $1.35 and $5.69, respectively. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of stock options granted pursuant to a consulting agreement, in which case the stock option vesting period and the service period are defined pursuant to the terms of the consulting agreement. Stock-based compensation expense for awards granted during the fiscal years ended July 31, 2017 and 2016 were based on the grant date fair value estimated using the Black-Scholes option valuation model. Stock-based compensation expense related to stock options granted to consultants in which the options are not entirely vested at the grant date are generally re-measured each month. The following assumptions were used for the Black-Scholes calculation of the fair value of stock-based compensation related to stock options granted during the periods presented: Fiscal Year Ended July 31, 2017 Fiscal Year Ended July 31, 2016 Expected volatility 71.9% - 124.5 % 83.57% - 98.23 % Risk-free interest rate 0.82% - 2.52 % 0.71% - 2.01 % Expected forfeiture rate 0.00 % 0.00 % Expected dividend yield — — Expected term 2.08 – 10 years 2.08 – 10 years Expected price volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of a stock option. The Company’s common stock first 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 stock 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 stock options represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in FASB Accounting Standards Codification (“ASC”) Topic 718, which averages an award’s weighted-average vesting period and contractual term for stock options and warrants. The Company will continue to use the simplified method for the expected term of stock options issued to employees and directors until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with FASB ASC Topic 718, as amended by Staff Accounting Bulletin 110. The Company expects to continually evaluate its historical data as a basis for determining the expected terms of stock 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 accompanying consolidated 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 annual vesting and/or monthly vesting, the Company has estimated the forfeiture rate of its outstanding stock options as zero, as 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 accompanying consolidated statements of operations for the years ended July 31, 2017 and 2016 was approximately $3.6 million and $6.1 million, respectively. During the fiscal years ended July 31, 2017 and 2016, approximately $1.1 million and $1.0 million of this amount, respectively, was recorded to research and development expenses, and approximately $2.5 and $5.1 million of this amount, respectively, was recorded in general and administrative expenses. Restricted Stock Unit Awards In March 2017, the Company granted 525,000 restricted stock unit awards (“RSUs”) to employees under the 2011 Plan. All RSUs vest in full three years following the date of grant. The closing price of the Company’s common stock on the date of grant was $1.34 per share, which is the fair market value per unit of the RSUs. Stock-based compensation expense related to all RSUs granted in the fiscal year ended July 31, 2017 was $462,000, of which $90,000 was recorded to research and development expenses and $372,000 was recorded in general and administrative expenses. As of July 31, 2017, there were 1,100,000 RSUs outstanding. In March 2016, the Company granted 555,000, 100,000 and 25,000 RSUs to certain employees, directors and consultants, respectively, under the 2011 Plan. All RSUs vest in full three years following the date of grant. The closing price of the Company’s common stock on the date of grant was $2.02 per share, which is the fair market value per unit for the RSUs. Stock-based compensation expense related to RSUs granted in the fiscal year ended July 31, 2016 was $184,000, of which $41,000 was recorded in research and development expenses and $143,000 was recorded in general and administrative expenses. As of July 31, 2016, there were 655,000 RSUs outstanding. 2015 Employee Stock Purchase Plan Under the Company’s 2015 Employee Stock Purchase Plan (“ESPP”), the Company is authorized to issue 500,000 shares of the Company’s common stock. The first offering period under the ESPP ended on July 31, 2016, with 17,789 shares purchased and distributed to employees. The second offering period under the ESPP ended on January 31, 2017, with 18,631 shares purchased and distributed to employees, and the third offering period under the ESPP ended on July 31, 2017, with 21,646 shares purchased and distributed to employees. At July 31, 2017, there were 463,580 shares remaining available for issuance under the ESPP. The ESPP is considered a Type B plan under FASB ASC Topic 718 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 ESPP enables the participant to “buy-up” to the plan’s share limit, if the stock price is lower on the purchase date. As a result, the fair value of the awards granted under the ESPP is calculated at the beginning of each offering period as the sum of: 15% of the share price of an unvested share at the beginning of the offering period, 85% of the fair market value of a six-month call on the unvested share aforementioned, and 15% of the fair market value of a six-month put on the unvested share aforementioned. The fair market value of the six-month call and six-month put are based on the Black-Scholes option valuation model. For the six-month offering period ended January 31, 2017, the following assumptions were used: six-month maturity, 0.40% risk free interest, 96.91% volatility, 0% forfeitures and $0 dividends. For the six-month offering period ended July 31, 2017, the following assumptions were used: six-month maturity, 0.65% risk free interest, 132.68% volatility, 0% forfeitures and $0 dividends. Approximately $23,000 and $16,000 was recorded as stock-based compensation during the years ended July 31, 2017 and 2016, respectively. Common Stock Reserved for Future Issuance The following table summarizes all common stock reserved for future issuance at July 31, 2017: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 3,635,641 Common Stock reserved for restricted stock unit release 1,100,000 Common Stock authorized for future grant under the 2011 Plan 526,637 Common Stock reserved for warrant exercise 9,044,740 Commons Stock reserved for future ESSP issuance 463,580 Total common stock reserved for future issuance 14,770,598 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2017 | |
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 the 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 recognizes interest and/or penalties related to income tax matters in income tax expense. The Company has not recognized any interest and/or penalties in the accompanying consolidated statements of operations for the years ended July 31, 2017 and 2016. The Company is subject to taxation in the United States, various states and in Australia. 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 tax credits. At July 31, 2017, the Company had federal and California income tax net operating loss carryforwards of approximately $77.6 million and $72.5 million, respectively. In addition, the Company has federal and California research and development tax credit carryforwards of approximately $1.2 million and $1.3 million, respectively. The Company also has California Hiring Credits of approximately $9,300. The federal net operating loss and research and development tax credit carryforwards and California net operating loss carryforwards will begin to expire in 2027 unless previously utilized. The California research and development tax credit carryforwards will carry forward indefinitely until utilized. The Company has foreign net operating loss carryforwards in Australia of $0.6 million. The Company has not completed a study to assess whether one or more ownership changes, as defined by Section 382/383 of the Internal Revenue Code of 1986, as amended (the “Code”), have occurred 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 an ownership change has occurred, the federal and state net operating loss carry-forwards and research and development tax credits that can be utilized in the future will be significantly limited. The Company may never be able to realize the benefit of some or all of the federal or state net operating loss carryforwards or research and development tax credit carryforwards, either due to ongoing operating losses or due to ownership changes, which limits the usefulness of the loss carryforwards. Significant components of the Company’s deferred tax assets as of July 31, 2017 and 2016 are as follows: 2017 2016 Net operating loss carryforwards $ 30,237,000 $ 23,568,000 Credits 2,004,000 1,440,000 Start-up costs 46,000 51,000 Accumulated depreciation 170,000 341,000 Option and stock awards 4,886,000 3,347,000 Other 686,000 503,000 Net deferred tax assets 38,029,000 29,250,000 Valuation allowance for deferred tax assets (38,029,000 ) (29,250,000 ) Net deferred taxes $ - $ - A valuation allowance of $38.0 million and $29.3 million at July 31, 2017 and 2016, respectively, has been recognized to offset the net deferred tax assets as realization of such assets is uncertain. The valuation allowance increased by $8.8M and $10.4M for the years ended July 31, 2017 and 2016, respectively. A reconciliation of income taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2017 2016 Federal tax benefit at the expected statutory rate 34.00 % 34.00 % State income tax, net of federal tax benefit 0.00 % 0.00 % Non-deductible expenses (0.94 )% (2.21 )% Change in valuation allowance (33.74 )% (32.83 )% Other 0.67 % 1.03 % Income tax benefit - effective rate (0.01 )% (0.01 )% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2017 | |
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 not currently a party, and its properties are not currently subject, to any legal proceedings that, in the opinion of management, are expected to have a material adverse effect on the Company’s business, 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 under this agreement 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, which serves as the Company’s corporate headquarters and research and development laboratory. The term of the lease commenced on October 19, 2015 and expires on October 19, 2025, although the Company has an option to extend the lease for an additional five years following this expiration date, if it provides notice of such extension within 12 months prior to such expiration date. The Company also has the right to terminate the lease after the end of the 84th month following its commencement of rent payments under the lease agreement, if it provides notice of such termination at least 12 months in advance and pays certain early termination fees. Base rent under the lease agreement is approximately $90,000 per month, although the Company received a 12-month rent abatement for its first year of occupancy, and increases by 3% annually. The lease agreement also requires the Company to share in certain monthly operating expenses of the premises, and required the Company to pay a security deposit of approximately $90,000 in December 2014 upon entering into the lease agreement. Total rent expense for the years ended July 31, 2017 and 2016 was approximately $1.6 million and $1.4 million, respectively. At July 31, 2017, future minimum lease payments under the Company’s non-cancelable operating leases are as follows: Year Ending July 31, Operating Lease 2018 $ 1,167,862 2019 1,178,575 2020 1,212,916 2021 1,249,304 2022 1,286,783 Thereafter 4,447,478 Total minimum payments $ 10,542,918 The Company has entered into employment agreements with each of its executive officers. Generally, the terms of each agreement provide that, if the Company terminates the officer other than for cause, death or disability, or if the officer terminates his or her employment with the Company for good cause, the officer shall be entitled to receive severance compensation equal to either six or 12 months of his or her then-current annual base salary, plus any accrued bonus, plus six or 12 months of benefits coverage. On April 15, 2016, the Company and the Company’s former Chief Scientific Officer (“CSO”) entered into a separation, release and consulting agreement, pursuant to which, effective June 18, 2016, the former CSO voluntarily resigned from the Company and became a consultant of the Company. The terms of the agreement provided for no severance compensation related to the termination of employment, but did provide for a fee of $30,000 per month for consulting services. The consulting services under the agreement terminated automatically on June 18, 2017. On the date of termination of the CSO’s employment, the Company recorded a liability of $360,000 on its consolidated balance sheet, as the consulting services to be performed thereafter were not substantive, and the offsetting charge was recorded in research and development expense as other outside service fees. As of July 31, 2017, the Company had paid the entire $360,000 against the liability. On December 27, 2015, the Company and the Company’s former Chief Medical Officer (“CMO”) entered into a separation and release agreement in connection with the CMO’s termination of employment with the Company. Pursuant to the agreement, the Company paid the former CMO severance compensation of $286,000, less applicable withholdings, in the form of salary continuation in accordance with the Company’s customary payroll practices. In addition, the CMO was eligible to receive a bonus for the 2015 calendar year if the Company’s Board of Directors or Compensation Committee chose to grant discretionary bonuses to the Company’s other officers; however, no such bonuses were granted from such period. On the date of termination of the CMO’s employment, the Company recorded a liability of $286,000 on its consolidated balance sheet, and the offsetting charge was recorded in research and development expense as salary expense. As of July 31, 2017, the Company had paid the entire $286,000 against the liability. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jul. 31, 2017 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Note 10—401(k) Plan Effective May 15, 2012, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the Code. The plan is for the benefit of all qualifying employees and permits voluntary contributions by employees of up to 100% of eligible compensation, subject to the maximum limits imposed by Internal Revenue Service. The terms of the plan allow for discretionary employer contributions and the Company currently matches 100% of its employees’ contributions, up to 3% of their annual compensation. The Company’s contributions are recorded as expense in the accompanying consolidated statements of operations and totaled approximately $87,000 and $236,000 for the fiscal years ended July 31, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11—Related Party Transactions The Company has subleased a portion of its office space to another company. The Company’s President and Chief Executive Officer and two other members of the Company’s Board of Directors hold positions as directors and/or officers of the sublessee. The Company had received payments totaling $15,000 related to the sublease as of July 31, 2017. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jul. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 12—Quarterly Financial Data (Unaudited) The following financial information reflects all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the Company’s consolidated results of operations for the interim periods presented. Results for any quarterly or other period are not necessarily indicative of the results to be expected in any other period. Summarized quarterly data for the Company’s fiscal years ended July 31, 2017 and 2016 are as follows: Year ended July 31, 2017 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ — $ — $ — $ — Expenses: Research and development 3,099,739 2,882,611 2,656,073 3,314,325 General and administrative 2,502,455 2,504,700 1,904,899 2,583,605 Loss from operations (5,602,194 ) (5,387,311 ) (4,560,972 ) (5,897,930 ) Provision for income taxes 1,391 - - - Net loss $ (5,603,585 ) $ (5,387,311 ) $ (4,560,972 ) $ (5,897,930 ) Basic and diluted net loss per share $ (0.29 ) $ (0.27 ) $ (0.22 ) $ (0.28 ) (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) The format has been recast to conform to the accompanying consolidated statements of operations. Year ended July 31, 2016 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: - - - - Revenue $ — $ — $ — $ — Expenses: Research and development 3,659,313 4,113,582 3,376,757 3,592,042 General and administrative 3,375,906 2,924,138 2,874,362 2,969,952 Loss from operations (7,035,219 ) (7,037,720 ) (6,251,119 ) (6,561,994 ) Provision for income taxes 2,172 - 290 - Net loss (2) $ (7,037,391 ) $ (7,037,720 ) $ (6,251,409 ) $ (6,561,994 ) Basic and diluted net loss per share (1) $ (0.47 ) $ (0.42 ) $ (0.37 ) $ (0.39 ) (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) The format has been recast to conform to the accompanying consolidated statements of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13—Subsequent Events Common Stock and Warrants Offerings On October 25, 2017, the Company closed a registered public offering and sale of 5,270,934 shares of its common stock at a purchase price of $1.34375 per share, pursuant to the terms of a securities purchase agreement (the October 22 “Purchase Agreement”) entered into between the Company and certain accredited investors (collectively, the “Purchasers”). The October 22 Purchase Agreement also contains customary representations and warranties of the Company and certain indemnification obligations and ongoing covenants of the Company, including a prohibition on sales by the Company of its common stock or securities convertible or exchangeable into common stock for a period of 90 days after the closing under the October 22 Purchase Agreement, subject to certain exceptions, and a prohibition on the Company from entering into agreements for or effecting certain variable rate transactions or securities issuances at future determined prices for a period of one year after the closing under the October 22 Purchase Agreement. Pursuant to the October 22 Purchase Agreement, on October 25, 2017, the Company also issued to the Purchasers, in a concurrent private placement offering, warrants to purchase an aggregate of up to 3,953,200 shares of its common stock. Each Purchaser received a warrant to purchase up to 75% of the number of shares of common stock purchased by such Purchaser under the Purchase Agreement. The warrants issued to the Purchasers were immediately exercisable on their date of issuance and will remain exercisable October 22 until the 5.5 year anniversary of their date of issuance, subject to certain ownership limitations described in the warrants; are exercisable at an initial exercise price of $1.25 per share, subject to adjustment for stock splits, reverse splits and similar capital transactions as described in the warrants; and are exercisable on a “cashless” basis in certain circumstances as described in the warrants, including, among others, while there is no effective registration statement registering the shares of common stock issuable upon exercise thereof. The aggregate gross proceeds to the Company from the offerings under the October 22 Purchase Agreement were $7.1 million, and the net proceeds to the Company from the offerings under the October 22 Purchase Agreement, after deducting placement agent fees and other estimated offering expenses paid or payable by Company and excluding the proceeds, if any, from any cash exercise of the warrants, are expected to be approximately $6.2 million. The Company intends to use the net proceeds for working capital and general corporate purposes, including primarily for its PISCES/KEYNOTE-695 clinical trial and for other clinical and research and development activities. Additionally, on October 20, 2017, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright served as the exclusive placement agent for the offerings under the Purchase Agreements. As compensation for its placement agent services, the Company paid Wainwright an aggregate cash fee equal to 5.5% of the gross proceeds received by the Company from the sale of its common stock under the Purchase Agreement (or $389,555) plus a non-accountable expense allowance of $50,000, and the Company issued to Wainwright’s designees warrants to purchase up to 6% of the aggregate number of shares of common stock sold under the Purchase Agreement (or 316,256 shares). The warrants issued to Wainwright have substantially the same terms as the warrants issued to Purchasers, except that their exercise price is $1.68 per share and they will expire on October 21, 2022. The engagement letter with Wainwright also includes indemnification obligations of the Company and other provisions customary for transactions of this nature. October 25 Purchase Agreement On October 25, 2017, the Company entered into a securities purchase agreement (the “October 25 Purchase Agreement”) with one institutional accredited investor providing for the offering and sale by the Company, in a registered public offering, of 800,000 shares of its common stock and warrants to purchase up to 600,000 shares of its common stock, all at a purchase price of $1.34375 per share and associated warrants. The warrants to be issued under the October 25 Purchase Agreement have the same terms as the warrants issued under the October 22 Purchase Agreement, as described above, except that they are not exercisable until six months after issuance. The Company expects the closing under the October 25 Purchase Agreement to occur on or about October 27, 2017, subject to the satisfaction of certain customary closing conditions set forth in the October 25 Purchase Agreement. The October 25 Purchase Agreement also contains customary representations and warranties of the Company, termination rights of the parties and certain indemnification obligations and ongoing covenants of the Company, including the same prohibitions on the Company regarding certain future securities issuances and sales as are included in the October 22 Purchase Agreement, as described above. The aggregate gross proceeds to the Company from the offering under the October 25 Purchase Agreement will be approximately $1.1 million, and the net proceeds to the Company from the offering under the October 25 Purchase Agreement, after deducting estimated placement agent fees and other estimated offering expenses paid or payable by Company and excluding the proceeds, if any, from any cash exercise of the warrants, are expected to be approximately $960,000. The Company intends to use the net proceeds for working capital and general corporate purposes, including primarily for its PISCES/KEYNOTE-695 clinical trial and for other clinical and research and development activities. Wainwright Engagement On October 20, 2017, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright served as the exclusive placement agent for the offerings under the October 22 Purchase Agreement and the October 25 Purchase Agreement (collectively, the “Purchase Agreements”). As compensation for its placement agent services, the Company agreed to pay Wainwright an aggregate cash fee equal to 5.5% of the gross proceeds received by the Company from the sale of its common stock under the Purchase Agreements plus offering expenses in an aggregate non-accountable sum of $65,000, and the Company agreed to issue to Wainwright’s designees warrants to purchase up to 6% of the aggregate number of shares of common stock sold under the Purchase Agreements. The warrants issued to Wainwright have substantially the same terms as the warrants issued under the Purchase Agreements, except that their exercise price is $1.68 per share and they will expire on October 21, 2022 (with respect to warrants to purchase 316,256 shares) and on October 25, 2017 (with respect to 48,000 shares). The engagement letter with Wainwright also includes indemnification obligations of the Company and other provisions customary for transactions of this nature. Termination of ATM Program Effective as of October 22, 2017, the Company terminated its equity distribution agreement with Oppenheimer relating to the ATM Program (see Note 6). As a result of such termination, no further offers or sales of the Company’s common stock will be made in the ATM Program. As of the date of such termination, the Company had sold an aggregate of 897,311 shares of its common stock in the ATM Program, for net proceeds to the Company, after deducting Oppenheimer’s commissions and other expenses paid or payable by the Company, of $1.1 million. Upon such termination, $0.2 million in costs related to the ATM Program, previously recorded as a prepaid asset as of July 31, 2017, will be expensed. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in a single reporting segment — the discovery and development of novel immunotherapeutic product candidates to improve treatment options for patients and physicians for a wide range of oncology indications. |
Use of Estimates | Use of Estimates The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, 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, accounting for long-lived assets 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 it believes are 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 they appropriately reflect changes in the business or as new information becomes available. Actual results could differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. |
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 its cash and cash equivalents. |
Property and Equipment | Property and Equipment The Company’s 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 as follows: Computers and Equipment: 3 to 10 years Computer Software: 1 to 3 years Leasehold Improvements: Shorter of lease period or useful life |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company periodically assesses the carrying value of intangible and other long-lived assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The assets are considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment, which includes consideration of the following events or changes in circumstances: ● the asset’s ability to continue to generate income from operations and positive cash flow in future periods; ● loss of legal ownership or title to the asset; ● significant changes in the Company’s strategic business objectives and utilization of the asset(s); and ● the impact of significant negative industry or economic trends. If the assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by the application of discounted cash flow models to project cash flows from the asset. In addition, the Company bases estimates of the useful lives and related amortization or depreciation expense on its subjective estimate of the period the assets will generate revenue or otherwise be used by it. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs. The Company also periodically reviews the lives assigned to long-lived assets to ensure that the initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows from its assets. |
Financial Instruments | Financial Instruments The carrying amounts for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term nature, generally less than three months. It is management’s opinion that the Company is not exposed to significant interest, currency, or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where expressly disclosed. |
Warrants | Warrants The Company assesses its warrants as either equity or a liability 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 are re-measured 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 other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate. As of July 31, 2017, all outstanding warrants issued by the Company were classified as equity. |
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 period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period, plus additional shares to account for 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 applicable 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, restricted stock units 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 were as follows: July 31, 2017 July 31, 2016 Stock Options 3,653,641 3,263,460 Restricted Stock Units 1,100,000 655,000 Warrants 9,044,740 12,859,286 13,798,381 16,777,746 |
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 Company’s common stock on the date of issuance. 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 re-measured at each reporting period until fully vested, with any change in fair value expensed. |
Employee Stock Purchase Plan | Employee Stock Purchase Plan Employees may elect to participate in the Company’s stockholder approved employee stock purchase plan. The stock purchase plan allows for the purchase of the Company’s common stock at not less than 85% of the lesser of (i) the fair market value of a share of common stock on the beginning date of the offering period or (ii) the fair market value of a share of common stock on the purchase date of the offering period, subject to a share and dollar limit as defined in the plan and subject to the applicable legal requirements. There are two six-month offering periods during each fiscal year, ending on January 31, 2017 and July 31, 2017. In accordance with applicable accounting guidance, the fair value of awards under the stock purchase plan is calculated at the beginning of each offering period. The Company estimates the fair value of the awards using the Black-Scholes option valuation model. 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 the offering period. This fair value is then amortized at the beginning of the offering period. Stock-based compensation expense is based on awards expected to be purchased at the beginning of the offering period, and therefore is reduced when participants withdraw during the offering period. |
Accumulated and Other Comprehensive Income (loss) | Accumulated and Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Australia and is excluded from the accompanying consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following discussion includes recent accounting pronouncements that are anticipated to have an impact on or are otherwise related to the Company’s financial condition, results of operations or related disclosures. Recent accounting 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 Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“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 Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use model that requires a lessee to record an asset and liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the new standard on its consolidated 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: (i) income tax consequences; (ii) classification of awards as either equity or liabilities; and (iii) 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 its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718) (“ASU 2017-09”), In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (“ASU 2016-15”), to reduce diversity in practice of how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal and interim periods beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of the new standard will have on its consolidated financial statements. In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Equity from Liabilities (Topic 480) and Derivatives and Hedging (Topic 815) (“ASU 2017-11”), |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
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 as follows: 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 were as follows: July 31, 2017 July 31, 2016 Stock Options 3,653,641 3,263,460 Restricted Stock Units 1,100,000 655,000 Warrants 9,044,740 12,859,286 13,798,381 16,777,746 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following: July 31, 2017 July 31, 2016 Computers and Equipment $ 2,861,632 $ 2,866,879 Computer Software 292,034 211,228 Leasehold Improvements 80,102 80,102 Construction In Progress - 85,402 Property and Equipment, gross 3,233,768 3,243,611 Accumulated Depreciation and Amortization (823,669 ) (443,681 ) $ 2,410,099 $ 2,799,930 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of the following: July 31, 2017 July 31, 2016 Research and Development Costs $ 1,537,892 $ 2,389,711 Professional and Other Outside Service Fees 1,584,899 707,070 Office Equipment (not-capitalized) — 794 Other 158,342 125,752 $ 3,281,133 $ 3,223,327 |
Schedule of Accrued Compensation | Accrued compensation is comprised of the following: July 31, 2017 July 31, 2016 Separation Costs $ — $ 134,993 Accrued payroll 100,295 93,021 401K costs 14,222 14,365 Other 324 545 $ 114,841 $ 242,924 |
Schedule of Other Long-term Liabilities | Other long-term liabilities are comprised of the following: July 31, 2017 July 31, 2016 Deferred Rent $ 1,140,953 $ 887,292 $ 1,140,953 $ 887,292 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity for the years ended July 31, 2017 and 2016 is as follows: Option Shares Outstanding Weighted -Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($000’s) 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 8.3 9 Granted 3,028,536 1.41 — — Exercised (7,500 ) 1.29 — 2 Forfeited / Cancelled / Expired (2,648,855 ) 6.21 — — Balance at July 31, 2017 3,635,641 1.94 7.923 — Exercisable at July 31, 2017 1,990,521 $ 2.29 7.269 $ — |
Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation | The following assumptions were used for the Black-Scholes calculation of the fair value of stock-based compensation related to stock options granted during the periods presented: Fiscal Year Ended July 31, 2017 Fiscal Year Ended July 31, 2016 Expected volatility 71.9% - 124.5 % 83.57% - 98.23 % Risk-free interest rate 0.82% - 2.52 % 0.71% - 2.01 % Expected forfeiture rate 0.00 % 0.00 % Expected dividend yield — — Expected term 2.08 – 10 years 2.08 – 10 years |
Summary of Common Stock Reserved for Future Issuance | The following table summarizes all common stock reserved for future issuance at July 31, 2017: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 3,635,641 Common Stock reserved for restricted stock unit release 1,100,000 Common Stock authorized for future grant under the 2011 Plan 526,637 Common Stock reserved for warrant exercise 9,044,740 Commons Stock reserved for future ESSP issuance 463,580 Total common stock reserved for future issuance 14,770,598 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components of Deferred Tax | Significant components of the Company’s deferred tax assets as of July 31, 2017 and 2016 are as follows: 2017 2016 Net operating loss carryforwards $ 30,237,000 $ 23,568,000 Credits 2,004,000 1,440,000 Start-up costs 46,000 51,000 Accumulated depreciation 170,000 341,000 Option and stock awards 4,886,000 3,347,000 Other 686,000 503,000 Net deferred tax assets 38,029,000 29,250,000 Valuation allowance for deferred tax assets (38,029,000 ) (29,250,000 ) Net deferred taxes $ - $ - |
Schedule of Reconciliation of Incomes Taxes Using the Statutory Income Tax Rate | A reconciliation of income taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2017 2016 Federal tax benefit at the expected statutory rate 34.00 % 34.00 % State income tax, net of federal tax benefit 0.00 % 0.00 % Non-deductible expenses (0.94 )% (2.21 )% Change in valuation allowance (33.74 )% (32.83 )% Other 0.67 % 1.03 % Income tax benefit - effective rate (0.01 )% (0.01 )% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases | At July 31, 2017, future minimum lease payments under the Company’s non-cancelable operating leases are as follows: Year Ending July 31, Operating Lease 2018 $ 1,167,862 2019 1,178,575 2020 1,212,916 2021 1,249,304 2022 1,286,783 Thereafter 4,447,478 Total minimum payments $ 10,542,918 |
Quarterly Financial Data (Una28
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | Summarized quarterly data for the Company’s fiscal years ended July 31, 2017 and 2016 are as follows: Year ended July 31, 2017 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: Revenue $ — $ — $ — $ — Expenses: Research and development 3,099,739 2,882,611 2,656,073 3,314,325 General and administrative 2,502,455 2,504,700 1,904,899 2,583,605 Loss from operations (5,602,194 ) (5,387,311 ) (4,560,972 ) (5,897,930 ) Provision for income taxes 1,391 - - - Net loss $ (5,603,585 ) $ (5,387,311 ) $ (4,560,972 ) $ (5,897,930 ) Basic and diluted net loss per share $ (0.29 ) $ (0.27 ) $ (0.22 ) $ (0.28 ) (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) The format has been recast to conform to the accompanying consolidated statements of operations. Year ended July 31, 2016 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Selected quarterly financial data: - - - - Revenue $ — $ — $ — $ — Expenses: Research and development 3,659,313 4,113,582 3,376,757 3,592,042 General and administrative 3,375,906 2,924,138 2,874,362 2,969,952 Loss from operations (7,035,219 ) (7,037,720 ) (6,251,119 ) (6,561,994 ) Provision for income taxes 2,172 - 290 - Net loss (2) $ (7,037,391 ) $ (7,037,720 ) $ (6,251,409 ) $ (6,561,994 ) Basic and diluted net loss per share (1) $ (0.47 ) $ (0.42 ) $ (0.37 ) $ (0.39 ) (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) The format has been recast to conform to the accompanying consolidated statements of operations. |
Significant Accounting Polici29
Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Jul. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |
Amount insured by the federal deposit insurance corporation | $ 250,000 |
Capitalization threshold of property and equipment | $ 5,000 |
Percentage of stock purchase | 85.00% |
Significant Accounting Polici30
Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation (Details) | 12 Months Ended |
Jul. 31, 2017 | |
Computers and Equipment [Member] | Minimum [Member] | |
Property and equipment useful lives | 3 years |
Computers and Equipment [Member] | Maximum [Member] | |
Property and equipment useful lives | 10 years |
Computer Software [Member] | Minimum [Member] | |
Property and equipment useful lives | 1 year |
Computer Software [Member] | Maximum [Member] | |
Property and equipment useful lives | 3 years |
Leasehold Improvements [Member] | |
Property and equipment useful lives description | Shorter of lease period or useful life |
Significant Accounting Polici31
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Antidilutive shares | 13,798,381 | 16,777,746 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive shares | 1,100,000 | 655,000 |
Stock Options [Member] | ||
Antidilutive shares | 3,653,641 | 3,263,460 |
Warrants [Member] | ||
Antidilutive shares | 9,044,740 | 12,859,286 |
Cash and Cash Equivalents and32
Cash and Cash Equivalents and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 105 Months Ended | |||||||||||||
Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | [1] | Jan. 31, 2016 | [1] | Oct. 31, 2015 | [1] | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | Jul. 31, 2015 | ||
Cash and Cash Equivalents [Abstract] | ||||||||||||||||
Net loss | $ 5,897,930 | $ 4,560,972 | $ 5,387,311 | $ 5,603,585 | $ 6,561,994 | [1] | $ 6,251,409 | $ 7,037,720 | $ 7,037,391 | $ 21,449,798 | $ 26,888,514 | |||||
Losses in all previous reporting periods from inception to date | $ 94,900,000 | |||||||||||||||
Cash and cash equivalents | $ 11,444,676 | $ 28,746,224 | 11,444,676 | $ 28,746,224 | $ 11,444,676 | $ 32,035,264 | ||||||||||
Cash requirements for going concern | $ 21,000,000 | |||||||||||||||
[1] | The format has been recast to conform to the accompanying consolidated statements of operations. |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
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, 2017 | Jul. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and amortization expense | $ 379,988 | $ 355,583 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Property and Equipment, gross | $ 3,233,768 | $ 3,243,611 |
Accumulated Depreciation and Amortization | (823,669) | (443,681) |
Property and Equipment, net | 2,410,099 | 2,799,930 |
Computers and Equipment [Member] | ||
Property and Equipment, gross | 2,861,632 | 2,866,879 |
Computer Software [Member] | ||
Property and Equipment, gross | 292,034 | 211,228 |
Leasehold Improvements [Member] | ||
Property and Equipment, gross | 80,102 | 80,102 |
Construction In Progress [Member] | ||
Property and Equipment, gross | $ 85,402 |
Balance Sheet Details - Sched36
Balance Sheet Details - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and Development Costs | $ 1,537,892 | $ 2,389,711 |
Professional and Other Outside Service Fees | 1,584,899 | 707,070 |
Office Equipment (not-capitalized) | 794 | |
Other | 158,342 | 125,752 |
Accounts payable and accrued liabilities | $ 3,281,133 | $ 3,223,327 |
Balance Sheet Details - Sched37
Balance Sheet Details - Schedule of Accrued Compensation (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Separation Costs | $ 134,993 | |
Accrued payroll | 100,295 | 93,021 |
401K costs | 14,222 | 14,365 |
Other | 324 | 545 |
Accrued compensation | $ 114,841 | $ 242,924 |
Balance Sheet Details - Sched38
Balance Sheet Details - Schedule of Other Long-term Liabilities (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred rent | $ 1,140,953 | $ 887,292 |
Other long-term liabilities | $ 1,140,953 | $ 887,292 |
Equity Offerings (Details Narra
Equity Offerings (Details Narrative) - USD ($) | Jul. 31, 2017 | Jul. 25, 2017 | May 26, 2016 | Nov. 09, 2015 | Jun. 08, 2015 | Jul. 31, 2017 | Jul. 31, 2016 |
Warrant to purchase shares of common stock | 9,044,740 | 9,044,740 | |||||
Number of common stock shares issued | 21,618,194 | 21,618,194 | 18,036,263 | ||||
Fair value of warrants | $ 4,400,000 | ||||||
Warrants outstanding | $ 11,775,807 | $ 11,775,807 | $ 13,288,527 | ||||
Series B [Member] | |||||||
Warrants outstanding | $ 900,000 | $ 900,000 | |||||
Maximum [Member] | |||||||
Warrant exercise price per share | $ 18 | $ 18 | |||||
Warrant expiry date | Sep. 30, 2017 | ||||||
Minimum [Member] | |||||||
Warrant exercise price per share | $ 0.01 | $ 0.01 | |||||
Warrant expiry date | May 31, 2025 | ||||||
Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | Maximum [Member] | |||||||
Aggregate gross sales price | $ 8,400,000 | ||||||
October 22, 2017 [Member] | Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | Maximum [Member] | |||||||
Other expenses | $ 1,100,000 | ||||||
October 2017 Offerings [Member] | Placement Agent [Member] | October 25, 2017 [Member] | |||||||
Warrant expiry date | Oct. 21, 2022 | ||||||
May 2016 Offering [Member] | |||||||
Gross proceeds from offering | 9,900,000 | ||||||
Net proceeds from offering | $ 9,200,000 | ||||||
Number of common stock shares issued | 665,049 | ||||||
May 2016 Offering [Member] | Placement Agents [Member] | |||||||
Warrant to purchase shares of common stock | 275,482 | ||||||
Warrant exercise price per share | $ 2.26875 | ||||||
Warrant expiry date | May 24, 2021 | ||||||
May 2016 Offering [Member] | Series A [Member] | |||||||
Warrant to purchase shares of common stock | 5,509,642 | ||||||
Purchase price per share | $ 1.815 | ||||||
Warrant exercise price per share | $ 1.69 | ||||||
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 Offering [Member] | Series B [Member] | |||||||
Warrant to purchase shares of common stock | 4,844,593 | ||||||
Purchase price per share | $ 1.805 | ||||||
Warrant exercise price per share | $ 0.01 | ||||||
November 2015 Offering [Member] | |||||||
Warrant to purchase shares of common stock | 1,071,430 | ||||||
Purchase price per share | $ 3.50 | ||||||
Warrant exercise price per share | $ 4.50 | ||||||
Gross proceeds from offering | $ 7,500,000 | ||||||
Net proceeds from offering | $ 6,900,000 | ||||||
Warrant expiry date | May 9, 2021 | ||||||
Number of common stock shares issued | 2,142,860 | ||||||
Fair value of warrants | $ 1,600,000 | ||||||
Dividend rate | 0.00% | ||||||
Expected term of volatility | 5 years 18 days | ||||||
Volatility rate | 88.63% | ||||||
Risk-free interest rate | 1.75% | ||||||
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% | ||||||
November 2015 Offering [Member] | Placement Agents [Member] | |||||||
Warrant to purchase shares of common stock | 107,143 | ||||||
Warrant exercise price per share | $ 4.375 | ||||||
Warrant expiry date | Nov. 9, 2020 | ||||||
Warrant term | 5 years | ||||||
Fair value of warrants | $ 200,000 | ||||||
Dividend rate | 0.00% | ||||||
Expected term of volatility | 5 years | ||||||
Volatility rate | 89.08% | ||||||
Risk-free interest rate | 1.75% | ||||||
June 2015 Public Offering [Member] | |||||||
Warrant to purchase shares of common stock | 123,455 | ||||||
Purchase price per share | $ 5.50 | ||||||
Warrant exercise price per share | $ 6.88 | ||||||
Gross proceeds from offering | $ 13,600,000 | ||||||
Net proceeds from offering | $ 12,500,000 | ||||||
Warrant expiry date | May 12, 2019 | ||||||
Number of common stock shares issued | 2,469,091 | ||||||
June 2015 Public Offering [Member] | Placement Agents [Member] | |||||||
Fair value of warrants | $ 600,000 | ||||||
Dividend rate | 0.00% | ||||||
Expected term of volatility | 5 years | ||||||
Volatility rate | 88.40% | ||||||
Risk-free interest rate | 1.72% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | Mar. 31, 2017$ / shares | Dec. 14, 2016Number$ / sharesshares | Mar. 31, 2016$ / sharesshares | Mar. 31, 2017$ / sharesshares | Jul. 31, 2017USD ($)shares | Jan. 31, 2017 | Jul. 31, 2017USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | |
Options granted to purchase shares | 3,028,536 | 2,729,250 | [1] | ||||||
Stock option exchange description | Stock options with an exercise price greater than or equal to $3.00, and held by employees, directors, and consultants in continuous service through the termination of the Exchange Offer, were eligible for exchange in the Exchange Offer. An exchange rate of 2 for 1 applied to options priced from $3.00 to $9.99, and an exchange rate of 3 for 1 applied to options priced at $10 or greater. Each new stock option was granted pursuant to OncoSecs 2011 Stock Incentive Plan, as amended and restated, on the date the Exchange Offer closed and was priced at the market price on that date. | ||||||||
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | ||||||||
Stock-based compensation expense recognized | $ | $ 23,000 | $ 16,000 | |||||||
Weighted-average grant date fair value | $ / shares | $ 0.69 | $ 3.45 | |||||||
Weighted average period | 7 years 110 months 23 days | 8 years 11 days | |||||||
Weighted-average fair value of stock options vested | $ / shares | $ 1.35 | $ 5.69 | |||||||
Unrecognized non-cash compensation cost | $ | $ 1,400,000 | $ 1,400,000 | |||||||
Share based compensation shares issued | |||||||||
Common shares outstanding | 21,618,194 | 21,618,194 | 18,036,263 | ||||||
Number of shares available for issuance | 526,637 | 526,637 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Stock-based compensation expense recognized | $ | $ 462,000 | $ 184,000 | |||||||
Common shares outstanding | 1,100,000 | 1,100,000 | 655,000 | ||||||
Research And Development Expense [Member] | |||||||||
Stock-based compensation expense recognized | $ | $ 1,100,000 | $ 1,000,000 | |||||||
Research And Development Expense [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Stock-based compensation expense recognized | $ | 90,000 | 41,000 | |||||||
General And Administrative Expense [Member] | |||||||||
Stock-based compensation expense recognized | $ | 2,500,000 | 5,100,000 | |||||||
General And Administrative Expense [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Stock-based compensation expense recognized | $ | 372,000 | 143,000 | |||||||
Exchange Offer [Member] | |||||||||
Number of eligible participants | Number | 29 | ||||||||
29 Eligible Participants [Member] | |||||||||
New options | 1,070,536 | ||||||||
Shares purchased | 2,214,500 | ||||||||
Exchange Rate of 2 for 1 Applied [Member] | |||||||||
Exercise price per share, low end of the range | $ / shares | $ 3 | ||||||||
Exercise price per share, high end of the range | $ / shares | 9.99 | ||||||||
Exchange Rate of 3 for 1 Applied [Member] | |||||||||
Exercise price per share, low end of the range | $ / shares | 10 | ||||||||
Employee, Director and Consultants [Member] | |||||||||
Stock options exercise price | $ / shares | $ 3 | ||||||||
Employee, Director and Consultants [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Vesting period | 3 years | 3 years | |||||||
Employee [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share based compensation shares issued | 555,000 | ||||||||
Director [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share based compensation shares issued | 100,000 | ||||||||
Consultants [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share based compensation shares issued | 25,000 | ||||||||
Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share based compensation shares issued | 525,000 | ||||||||
Shares issued, price per share | $ / shares | $ 1.34 | $ 2.02 | $ 1.34 | ||||||
Employees, Directors and Consultants [Member] | |||||||||
Stock-based compensation expense recognized | $ | $ 3,600,000 | $ 6,100,000 | |||||||
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] | |||||||||
Provisional percentage of outstanding stock owned by stockholders | 10.00% | ||||||||
Exercise price as a percentage of fair value of common stock | 110.00% | ||||||||
Purchase price of incentive stock options as a percentage of its fair value | 100.00% | ||||||||
Plan2011 [Member] | Employee, Director and Consultants [Member] | |||||||||
Employee stock purchase program description | The 2011 Plan includes an automatic increase of the number of shares of common stock reserved thereunder on the first business day of each calendar year by the lesser of: (i) 3% of the shares of the Company’s common stock outstanding as of the last day of the immediately preceding calendar year; (ii) 500,000 shares; or, (iii) such lesser number of shares as determined by the Company’s Board of Directors. | ||||||||
Options granted to purchase shares | 4,000,000 | ||||||||
Plan2011 [Member] | Employee [Member] | |||||||||
Options granted to purchase shares | 1,841,037 | ||||||||
Term of stock options | 10 years | ||||||||
Vesting period | 3 years | ||||||||
Exercise price per share, low end of the range | $ / shares | $ 1.11 | ||||||||
Exercise price per share, high end of the range | $ / shares | $ 1.94 | ||||||||
Plan2011 [Member] | Director [Member] | |||||||||
Options granted to purchase shares | 355,416 | 655,500 | |||||||
Term of stock options | 10 years | 10 years | |||||||
Vesting period | 1 year | 1 year | |||||||
Exercise price per share, low end of the range | $ / shares | $ 1.29 | $ 2.02 | |||||||
Exercise price per share, high end of the range | $ / shares | $ 1.34 | $ 5.76 | |||||||
Plan2011 [Member] | Consultants [Member] | |||||||||
Options granted to purchase shares | 832,083 | 78,000 | |||||||
Term of stock options | 3 years | ||||||||
Exercise price per share, low end of the range | $ / shares | $ 1.29 | $ 2.02 | |||||||
Exercise price per share, high end of the range | $ / shares | $ 2 | $ 5.76 | |||||||
Plan2011 [Member] | Consultants [Member] | Minimum [Member] | |||||||||
Term of stock options | 1 year | ||||||||
Plan2011 [Member] | Consultants [Member] | Maximum [Member] | |||||||||
Term of stock options | 3 years | ||||||||
Plan2011 [Member] | Employees [Member] | |||||||||
Options granted to purchase shares | 1,955,750 | ||||||||
Term of stock options | 10 years | ||||||||
Vesting period | 3 years | ||||||||
Exercise price per share, low end of the range | $ / shares | $ 1.64 | ||||||||
Exercise price per share, high end of the range | $ / shares | $ 6.21 | ||||||||
2015 ESPP [Member] | |||||||||
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | ||||||||
Stock-based compensation expense recognized | $ | $ 27,000 | ||||||||
Stock issued during period, shares, employee stock purchase plans | 500,000 | ||||||||
Discount from market price, offering date | 15.00% | ||||||||
Fair market value of unvested shares, percentage | 15.00% | ||||||||
Risk-free interest rate | 0.40% | 0.65% | |||||||
Forfeiture percentage | 0.00% | 0.00% | |||||||
Volatility rate | 96.91% | 132.68% | |||||||
Expected term of volatility | 6 months | 6 months | |||||||
Dividend rate | 0.00% | 0.00% | |||||||
2015 ESPP [Member] | First Offering Period [Member] | July 31, 2016 [Member] | |||||||||
Shares purchased | 17,789 | ||||||||
2015 ESPP [Member] | Second Offering Period [Member] | January 31, 2017 [Member] | |||||||||
Shares purchased | 18,631 | ||||||||
2015 ESPP [Member] | Third Offering Period [Member] | July 31, 2017 [Member] | |||||||||
Shares purchased | 21,646 | ||||||||
ESPP [Member] | |||||||||
Number of shares available for issuance | 463,580 | 463,580 | |||||||
[1] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Option Shares Outstanding Balance, Beginning | 3,263,460 | 1,148,764 | |
Option Shares Outstanding, Granted | 3,028,536 | 2,729,250 | [1] |
Option Shares Outstanding. Exercised | (7,500) | [1] | |
Option Shares Outstanding, Forfeited / Cancelled / Expired | (2,648,855) | (614,554) | |
Option Shares Outstanding Balance, Ending | 3,635,641 | 3,263,460 | |
Option Shares Outstanding Balance, Exercisable | 1,990,521 | ||
Weighted-Average Exercise Price, Beginning | $ 5.88 | $ 9.20 | |
Weighted-Average Exercise Price, Granted | 1.41 | 4.84 | |
Weighted-Average Exercise Price, Exercised | 1.29 | ||
Weighted-Average Exercise Price, Forfeited / Cancelled / Expired | 6.21 | 7.49 | |
Weighted-Average Exercise Price, Ending | 1.94 | 5.88 | |
Weighted-Average Exercise Price, Exercisable | $ 2.29 | ||
Average Remaining Contractual Term (Years), End | 7 years 110 months 23 days | 8 years 11 days | |
Average Remaining Contractual Term (Years), Exercisable | 7 years 32 months 9 days | 0 years | |
Aggregate Intrinsic Value, Beginning | $ 9,000 | $ 216,000 | |
Aggregate Intrinsic Value, Granted | |||
Aggregate Intrinsic Value, Exercised | $ 2,000 | ||
Aggregate Intrinsic Value, Forfeited / Cancelled / Expired | $ 33,000 | ||
Aggregate Intrinsic Value, Ending | $ 9,000 | ||
Aggregate Intrinsic Value, Exercisable | |||
[1] | Recast to reflect the 1-for-20 reverse stock split effected May 2015 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Expected volatility, minimum | 71.90% | 83.57% |
Expected volatility, maximum | 124.50% | 98.23% |
Risk-free interest rate, minimum | 0.82% | 0.71% |
Risk-free interest rate, maximum | 2.52% | 2.01% |
Expected forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | ||
Minimum [Member] | ||
Expected term | 2 years 29 days | 2 years 29 days |
Maximum [Member] | ||
Expected term | 10 years | 10 years |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of Common Stock Reserved For Future Issuance (Details) - shares | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 |
Stock-based Compensation - Summary Of Common Stock Reserved For Future Issuance Details | |||
Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) | 3,635,641 | 3,263,460 | 1,148,764 |
Common Stock reserved for restricted stock unit release | 1,100,000 | ||
Common Stock authorized for future grant under the 2011 Plan | 526,637 | ||
Common Stock reserved for warrant exercise | 9,044,740 | ||
Commons Stock reserved for future ESSP issuance | 463,580 | ||
Total common stock reserved for future issuance | 14,770,598 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Income tax position will not be recognized | less than a 50% | |
Net operating loss carryforward expire year | 2,027 | |
Valuation allowance for deferred tax | $ 38,029,000 | $ 29,250,000 |
Valuation allowance increase, amount | 8,800,000 | $ 10,400,000 |
Federal [Member] | ||
Net operating loss carryforwards | 77,600,000 | |
Federal [Member] | Research and Development [Member] | ||
Tax credit carryforwards | 1,200,000 | |
California [Member] | ||
Net operating loss carryforwards | 72,500,000 | |
California [Member] | Research and Development [Member] | ||
Tax credit carryforwards | 1,300,000 | |
California [Member] | Hiring Credits [Member] | ||
Tax credit carryforwards | 9,300 | |
Australia [Member] | ||
Net operating loss carryforwards | $ 600,000 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax (Details) - USD ($) | Jul. 31, 2017 | Jul. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 30,237,000 | $ 23,568,000 |
Credits | 2,004,000 | 1,440,000 |
Start-up costs | 46,000 | 51,000 |
Accumulated depreciation | 170,000 | 341,000 |
Option and stock awards | 4,886,000 | 3,347,000 |
Other | 686,000 | 503,000 |
Net deferred tax assets | 38,029,000 | 29,250,000 |
Valuation allowance for deferred tax assets | 38,029,000 | 29,250,000 |
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, 2017 | Jul. 31, 2016 | |
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% | 0.00% |
Non-deductible expenses | (0.94%) | (2.21%) |
Change in valuation allowance | (33.74%) | (32.83%) |
Other | 0.67% | 1.03% |
Income tax benefit - effective rate | (0.01%) | (0.01%) |
Commitments and Contingencies47
Commitments and Contingencies (Details Narrative) | Apr. 15, 2016USD ($) | Dec. 27, 2015USD ($) | Nov. 02, 2015USD ($) | Oct. 19, 2015USD ($) | Mar. 06, 2015 | Dec. 31, 2014USD ($)ft² | Jul. 31, 2017USD ($) | Jul. 31, 2016USD ($) |
Total rent expense | $ 1,600,000 | $ 1,400,000 | ||||||
Compensation expense | 23,000 | $ 16,000 | ||||||
Repayment of employee related liability | 286,000 | |||||||
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 | |||||||
Lease expiration date | Oct. 19, 2025 | |||||||
Annual increases in base rent percentage | 3.00% | |||||||
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 | |||||||
Period for rent abatement after lease commencement cate | 12 months | |||||||
Security deposit | $ 90,000 | |||||||
Total rent expense | $ 90,000 | |||||||
Research And Development Agreement [Member] | ||||||||
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] | ||||||||
Compensation expense | $ 30,000 | |||||||
Employee related liability | $ 360,000 | $ 360,000 | ||||||
Separation, Release, and Consulting Agreement [Member] | Chief Medical Officer [Member] | ||||||||
Payment for research and development expense | $ 286,000 | |||||||
Employee related liability | $ 286,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases (Details) | Jul. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 1,167,862 |
2,019 | 1,178,575 |
2,020 | 1,212,916 |
2,021 | 1,249,304 |
2,022 | 1,286,783 |
Thereafter | 4,447,478 |
Total minimum payments | $ 10,542,918 |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) | May 15, 2012 | Jul. 31, 2017 | Jul. 31, 2016 |
Retirement Benefits [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 | $ 87,000 | $ 236,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Jul. 31, 2017USD ($) |
Related Party Transactions [Abstract] | |
Due from related parties | $ 15,000 |
Quarterly Financial Data (Una51
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2017 | Jul. 31, 2016 | |||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenue | ||||||||||||||
Research and development | 3,314,325 | 2,656,073 | 2,882,611 | 3,099,739 | 3,592,042 | 3,376,757 | 4,113,582 | 3,659,313 | ||||||
General and administrative | 2,583,605 | 1,904,899 | 2,504,700 | 2,502,455 | 2,969,952 | 2,874,362 | 2,924,138 | 3,375,906 | ||||||
Loss from operations | (5,897,930) | (4,560,972) | (5,387,311) | (5,602,194) | (6,561,994) | (6,251,119) | (7,037,720) | (7,035,219) | ||||||
Provision for income taxes | 1,391 | 290 | 2,172 | $ 1,391 | $ 2,462 | |||||||||
Net loss | $ (5,897,930) | $ (4,560,972) | $ (5,387,311) | $ (5,603,585) | $ (6,561,994) | [1] | $ (6,251,409) | [1] | $ (7,037,720) | [1] | $ (7,037,391) | [1] | $ (21,449,798) | $ (26,888,514) |
Basic and diluted net loss per share | $ (0.28) | $ (0.22) | $ (0.27) | $ (0.29) | $ (0.39) | [2] | $ (0.37) | [2] | $ (0.42) | [2] | $ (0.47) | [2] | $ (1.06) | $ (1.63) |
[1] | The format has been recast to conform to the accompanying consolidated statements of operations. | |||||||||||||
[2] | 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. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 25, 2017 | Oct. 23, 2017 | Oct. 20, 2017 | Oct. 20, 2017 | Jul. 31, 2017 | Jul. 31, 2016 |
Warrant to purchase shares of common stock | 9,044,740 | |||||
Net proceeds from issuance of warrant | $ 79,506 | $ 6,000 | ||||
Subsequent Event [Member] | ||||||
Net proceeds from issuance of warrant | $ 6,200,000 | |||||
Subsequent Event [Member] | Investors [Member] | Private Placement [Member] | ||||||
Warrant to purchase shares of common stock | 3,953,200 | |||||
Warrant to purchase percentage | 75.00% | |||||
Warrant exercisable year | 5 years 6 months | |||||
Warrant exercise price per share | $ 1.25 | |||||
Gross proceeds from private placement | $ 7,100,000 | |||||
Subsequent Event [Member] | H.C. Wainwright & Co., LLC [Member] | ||||||
Number of common stock shares sold | 316,256 | |||||
Warrant to purchase percentage | 6.00% | |||||
Warrant exercise price per share | $ 1.68 | $ 1.68 | ||||
Sale of stock percentage | 5.50% | |||||
Proceeds from sale of common stock | $ 389,555 | |||||
Non-accountable expense | $ 50,000 | |||||
Warrant expire date | Oct. 21, 2022 | |||||
Subsequent Event [Member] | October 22 Purchase Agreement [Member] | Accredited Investors [Member] | ||||||
Purchase price per share | $ 1.34375 | |||||
Subsequent Event [Member] | October 25 Purchase Agreement [Member] | H.C. Wainwright & Co., LLC [Member] | ||||||
Warrant to purchase shares of common stock | 48,000 | 316,256 | 316,256 | |||
Warrant to purchase percentage | 6.00% | |||||
Warrant exercise price per share | $ 1.68 | $ 1.68 | ||||
Compensation aggregate cash fee, percentage | 5.50% | 5.50% | ||||
Non-accountable expense | $ 65,000 | |||||
Warrant expire date | Oct. 21, 2022 | |||||
Subsequent Event [Member] | October 25 Purchase Agreement [Member] | Accredited Investors [Member] | ||||||
Number of common stock shares sold | 800,000 | |||||
Purchase price per share | $ 1.34375 | |||||
Warrant to purchase shares of common stock | 600,000 | |||||
Warrant exercise price per share | $ 1.34375 | |||||
Gross proceeds from private placement | $ 1,100,000 | |||||
Net proceeds from issuance of warrant | $ 960,000 | |||||
Subsequent Event [Member] | Equity Distribution Agreement [Member] | ||||||
Number of common stock shares sold | 897,311 | |||||
Other expenses | $ 1,100,000 | |||||
Prepaid asset expenses | $ 200,000 |