Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2018 | Oct. 19, 2018 | Jan. 31, 2018 | |
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, 2018 | ||
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 | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 63,514,594 | ||
Entity Common Stock, Shares Outstanding | 59,213,947 | ||
Trading Symbol | ONCS | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 3,803,627 | $ 11,444,676 |
Prepaid expenses and other current assets | 1,643,749 | 1,068,947 |
Investment securities | 23,174,447 | |
Total Current Assets | 28,621,823 | 12,513,623 |
Property and equipment, net | 1,265,662 | 2,410,099 |
Other long-term assets | 358,987 | 309,187 |
Total Assets | 30,246,472 | 15,232,909 |
Current liabilities | ||
Accounts payable and accrued liabilities | 4,778,892 | 3,281,133 |
Accrued compensation related | 1,070,744 | 114,841 |
Total Current Liabilities | 5,849,636 | 3,395,974 |
Other long-term liabilities | 1,472,630 | 1,140,953 |
Total Liabilities | 7,322,266 | 4,536,927 |
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 - 53,511,626 and 21,618,194 common shares as of July 31, 2018 and July 31, 2017, respectively | 5,351 | 2,162 |
Additional paid-in capital | 145,744,373 | 93,866,088 |
Warrants issued and outstanding - 8,958,059 and 9,044,740 warrants as of July 31, 2018 and July 31, 2017, respectively | 11,271,327 | 11,775,807 |
Accumulated other comprehensive loss | (16,024) | (3,620) |
Accumulated deficit | (134,080,821) | (94,944,455) |
Total Stockholders' Equity | 22,924,206 | 10,695,982 |
Total Liabilities and Stockholders' Equity | $ 30,246,472 | $ 15,232,909 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2018 | Jul. 31, 2017 |
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 | 53,511,626 | 21,618,194 |
Common stock, shares outstanding | 53,511,626 | 21,618,194 |
Warrants issued | 8,958,059 | 9,044,740 |
Warrants outstanding | 8,958,059 | 9,044,740 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Research and development | 17,415,520 | 11,952,748 |
General and administrative | 18,689,839 | 9,669,481 |
Loss from operations | (36,105,359) | (21,622,229) |
Other income (expense), net | 310,167 | 173,822 |
Loss on disposal of property and equipment | (875,098) | |
Warrant inducement expense | (2,465,396) | |
Loss before income taxes | (39,135,686) | (21,448,407) |
Provision for income taxes | 680 | 1,391 |
Net loss | $ (39,136,366) | $ (21,449,798) |
Basic and diluted net loss per common share | $ (0.98) | $ (1.06) |
Weighted average shares used in computing basic and diluted net loss per common share | 40,123,371 | 20,189,678 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (39,136,366) | $ (21,449,798) |
Foreign currency translation adjustments | (12,404) | (3,620) |
Comprehensive Loss | $ (39,148,770) | $ (21,453,418) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Warrants [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
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 | ||||
Exercise of common stock warrants | $ 354 | 68,537 | $ (33,446) | 35,445 | ||
Exercise of common stock warrants, shares | 3,544,593 | (3,344,593) | ||||
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 | |||||
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 | ||||
Stock-based compensation expense, shares | ||||||
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 | ||||
Exercise of common stock warrants | $ 695 | 14,704,596 | $ (4,705,307) | 9,999,984 | ||
Exercise of common stock warrants, shares | 6,953,392 | (6,953,392) | ||||
Exercise of common stock options | $ 25 | 321,120 | $ 321,145 | |||
Exercise of common stock options, shares | 252,270 | 252,270 | ||||
Common stock issued for employee stock purchase plan | $ 4 | 35,805 | $ 35,809 | |||
Common stock issued for employee stock purchase plan, shares | 40,606 | |||||
Cancellation of expired warrants | $ 1,200,742 | $ (1,200,742) | ||||
Cancellation of expired warrants, shares | (566,457) | |||||
Stock-based compensation expense | $ 128 | $ 8,252,387 | 8,252,515 | |||
Stock-based compensation expense, shares | 1,277,015 | |||||
Net loss and comprehensive loss | (12,404) | (39,136,366) | (39,148,770) | |||
Tax withholdings paid related to net share settlement of equity awards | (181,550) | (181,550) | ||||
At-the-market offering program, net of issuance costs of $299,963 | $ 90 | 825,573 | 825,663 | |||
At-the-market offering program, net of issuance costs of $299,963, Shares | 897,311 | |||||
Public offering on October 25, 2017, net of issuance costs of $901,137 | $ 607 | 4,319,900 | $ 2,936,173 | 7,256,680 | ||
Public offering on October 25, 2017, net of issuance costs of $901,137, Shares | 6,070,934 | 4,917,457 | ||||
Warrant Exercise Inducement Offering on November 13, 2017 | (195,431) | $ 2,465,396 | 2,269,965 | |||
Warrant Exercise Inducement Offering on November 13, 2017, Shares | 2,515,711 | |||||
Public offering in February 2018, net of issuance costs of $2,249,169 | $ 1,533 | 20,749,299 | 20,750,832 | |||
Public offering in February 2018, net of issuance costs of $2,249,169, Shares | 15,333,334 | |||||
Common stock issued for services | $ 107 | 1,845,844 | 1,845,951 | |||
Common stock issued for services, Shares | 1,068,570 | |||||
Balance at Jul. 31, 2018 | $ 5,351 | $ 145,744,373 | $ 11,271,327 | $ (16,024) | $ (134,080,821) | $ 22,924,206 |
Balance, Shares at Jul. 31, 2018 | 53,511,626 | 8,958,059 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | Oct. 25, 2017 | Feb. 28, 2018 | Jul. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | |||
Payment of finance and offering costs | $ 901,137 | $ 2,249,169 | $ 299,963 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Operating activities | ||
Net loss | $ (39,136,366) | $ (21,449,798) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 334,494 | 379,988 |
Loss on disposal of property and equipment | 875,098 | |
Warrant inducement expense | 2,465,396 | |
Amortization of discount on investments | (28,948) | |
Stock-based compensation | 8,252,515 | 4,016,790 |
Common stock issued for services | 1,845,951 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 97,535 | (130,926) |
Other current assets | (593,141) | 14,750 |
Other long-term assets | (49,800) | (88,473) |
Accounts payable and accrued liabilities | 1,427,760 | (208,281) |
Accrued compensation | 955,903 | (128,083) |
Other long-term liabilities | 331,677 | 253,661 |
Net cash used in operating activities | (23,221,926) | (17,340,372) |
Investing activities | ||
Purchases of property and equipment | (65,156) | (21,562) |
Purchase of investment securities | (25,474,695) | |
Maturity of investment securities | 2,250,000 | |
Net cash used in investing activities | (23,289,851) | (21,562) |
Financing activities | ||
Proceeds from issuance of common stock through ESPP | 35,809 | |
Proceeds from issuance of common stock and warrants | 32,283,444 | |
Payment of financing and offering costs | (3,575,699) | (15,500) |
Proceeds from exercise of options | 321,145 | 79,506 |
Tax withholdings paid related to net share settlement of equity awards | (181,550) | |
Proceeds from exercise of inducement warrants | 9,999,983 | |
Net cash provided by financing activities | 38,883,132 | 64,006 |
Effect of exchange rate changes on cash | (12,404) | (3,620) |
Net decrease in cash | (7,641,049) | (17,301,548) |
Cash and cash equivalents, at beginning of year | 11,444,676 | 28,746,224 |
Cash and cash equivalents, at end of year | 3,803,627 | 11,444,676 |
Supplemental disclosure for cash flow information: | ||
Interest | ||
Income taxes | 680 | 1,391 |
Noncash investing and financing transactions: | ||
Expiration of warrants | 1,200,742 | 1,479,274 |
Amounts accrued for offering costs | $ 45,000 | $ 256,296 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jul. 31, 2018 | |
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 to 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 plasmid DNA-encoded drugs directly into a solid tumor and promote an immunological 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. Its lead product candidate, ImmunoPulse® IL-12, uses our 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 treated tumor. The activation of the appropriate inflammatory response can drive 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 TAVO in metastatic melanoma, which could qualify TAVO for expedited FDA review, a rolling Biologics License Application review and certain other benefits. The Company’s current focus is to pursue its study of TAVO in combination with KEYTRUDA® (pembrolizumab) for melanoma patients who are definitive anti-PD-1 non-responders. The trial is referred to as the PISCES/KEYNOTE-695. 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/KEYNOTE-695 study. Pursuant to the terms of the agreement, both companies will bear their own costs related to manufacturing and supply of their product, as well as be responsible for their own internal costs. The Company will sponsor the study and be responsible for external costs. The PISCES/KEYNOTE-695 study is currently enrolling patients and the Company plans to provide a topline preliminary data update at The Society for Immunotherapy of Cancer (“SITC”) 2018. This study is a registrational-directed, Phase 2b open-label, single-arm, multicenter study in the United States, Canada and Australia. The Company is also pursing development in triple negative breast cancer (“TNBC”). On May 8, 2018, the Company entered into a second clinical trial collaboration and supply agreement with Merck with respect to a Phase 2 study of TAVO in combination with KEYTRUDA® to evaluate the safety and efficacy of the combination in patients with inoperable locally advanced or metastatic TNBC, who have previously failed at least one systemic chemotherapy or immunotherapy. This study is referred to as KEYNOTE-890. Pursuant to the terms of the agreement, both companies will bear their own costs related to manufacturing and supply of their product, as well as be responsible for their own internal costs. The Company will sponsor the study and be responsible for external costs. The KEYNOTE-890 study is open for enrollment. The study is a Phase 2 open-label, single-arm, multicenter study in the United States and Australia. The Company intends to continue to pursue other ongoing or potential new trials and studies related to TAVO, in various tumor types including melanoma, TNBC and head and neck cancers. In addition, the Company is also developing its next-generation electroporation device and applicator, including advancements toward prototypes, pursuing discovery research to identify other product candidates that, in addition to IL-12, can be encoded into propriety plasmid-DNA, delivered intratumorally using electroporation. Using the Company’s next-generation technology, its goal is to reverse the immunosuppressive mechanisms of a tumor, as well as to expand its ImmunoPulse® pipeline. The Company believes that the flexibility of its propriety plasmid-DNA technology allows it to deliver other immunologically relevant molecules into the tumor microenvironment in addition to the delivery of plasmid-DNA encoding for IL-12. These other immunologically relevant molecules may compliment IL-12’s activity by limiting or enhancing 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 consolidated balance sheet for the year ended July 31, 2017 have been reclassified to conform to the year ended July 31, 2018 presentation, but there was no effect on net loss for the year ended July 31, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies 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. Segment Reporting The Company operates in a single industry segment—the discovery and development of novel immunotherapeutic product candidates to improve treatment options for patients and physicians, intended to treat a wide range of oncology indications. 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 and such balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents. Investment Securities Securities available for sale are recorded at fair value and unrealized gains and losses are reported, net of taxes, in accumulated other comprehensive income (loss) included in stockholders’ equity. Securities held to maturity are recorded at amortized cost based on the Company’s positive intent and ability to hold these securities to maturity. Realized gains and losses from sales of securities available for sale are determined on a specific identification basis and are included in other revenue – net. Management evaluates whether securities available for sale and securities held to maturity are other-than-temporarily impaired (“OTTI”) on a quarterly basis. Debt securities with unrealized losses are considered OTTI if the Company intends to sell the security or if it is more likely than not that the Company will be required to sell such security prior to any anticipated recovery. If management determines that a security is OTTI under these circumstances, the impairment recognized in earnings is measured as the entire difference between the amortized cost and the then-current fair value. 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. Fair Value of Financial Instruments The carrying amounts for cash, prepaid expenses, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. 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. The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits and money market funds. ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s Level 2 assets consist of U.S. government sponsored securities. ● Level 3— Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. No such items existed as of July 31, 2018 and 2017. Financial instruments not recorded at fair value Descriptions of the valuation methodologies and assumptions used to estimate the fair value of financial instruments not recorded at fair value are described below. The Company’s financial instruments not recorded at fair value but for which fair value can be approximated and disclosed include: Securities held to maturity – 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, 2018 and 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 by dividing the applicable net loss by 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. 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. The following potentially dilutive outstanding securities were excluded from diluted net loss per share because of their anti-dilutive effect: July 31, 2018 July 31, 2017 Stock options 8,912,720 3,653,641 Restricted stock units 647,500 1,100,000 Warrants 8,958,059 9,044,740 Total 18,518,279 13,798,381 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. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. 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. 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 and July 31. 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. Deferred Rent Rent expense from leases is recorded on a straight-line basis over the lease period. The net excess of rent expense over the actual cash paid is recorded as deferred rent. 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. Australia Research and Development Tax Credit The Company’s Australian, wholly-owned, subsidiary incurs research and development expenses, primarily in the course of conducting clinical trials. The Company’s Australian research and development activities qualify for the Australian government’s tax credit program, which provides a 43.5 percent credit for qualifying research and development expenses. The tax credit does not depend on the Company’s generation of future taxable income or ongoing tax status or position. Accordingly, the credit is not considered an element of income tax accounting under ASC 740 and is recorded against qualifying research and development expenses. Tax Reform The Tax Cuts and Jobs Act (the “Act”) was enacted in December 2017. Among other things, the Act reduced the U.S. federal corporate tax rate from 34 percent to 21 percent as of January 1, 2018 and eliminated the alternative minimum tax (“AMT”) for corporations. Since the deferred tax assets are expected to reverse in a future year, it has been tax effected using the 21% federal corporate tax rate. As a result of the reduction in the corporate tax rate, the Company decreased its gross deferred tax assets by approximately $12.4 million which was offset by a corresponding decrease to the valuation allowance as of July 31, 2018, which has no impact on the Company’s consolidated financial statements for the year ended July 31, 2018. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax effects of the Act. Until the accounting for the income tax effects of the Act is complete, the reported amounts are based on reasonable estimates, are disclosed as provisional and reflect any adjustments in subsequent periods as estimates are refined or the accounting of the tax effects are completed. 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 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. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. In issuing ASU No. 2018-11, the FASB decided to provide another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact that ASU 2016-02 and ASU 2018-11 will have 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. The Company adopted this guidance for the annual period ended July 31, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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. The effective date for ASU 2016-15 is for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company intends to adopt this standard as of August 1, 2018, and does not anticipate this standard will have a material impact 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”), In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than our adoption of ASC 606. The Company is currently evaluating the impact the adoption of the new standard will have on its consolidated financial statements. On February 14, 2018 the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income” (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. This update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Job Acts. Because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 12 Months Ended |
Jul. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Liquidity and Financial Condition | Note 3—Liquidity and Financial Condition The Company has sustained losses in all reporting periods since inception, with an inception-to date-loss of $134.1 million as of July 31, 2018 which raises substantial doubt. Further, the Company has never generated any cash from its operations and does not expect to generate such cash in the near term. Consequently, the Company will need 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 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. As of July 31, 2018, the Company had a cash, cash equivalents and total investment securities balance of $27.0 million. The Company had cash of $3.2 million and cash equivalents of $0.6 million for a total cash and cash equivalent balance of $3.8 million. In addition, the Company had short-term investment securities of $23.2 million. Cash flows from financing activities continued to provide the primary source of our liquidity. Net cash provided by financing activities was $38.9 million during the year ended July 31, 2018 which was primarily attributable to the net proceeds received from our October 2017 offerings, November 2017 warrant exercise inducement offering, February 2018 offering and the exercise of certain stock options and warrants (See Note 7). Additionally, subsequent to July 31, 2018, the Company received additional gross proceeds of $8.0 million from the funding of the first tranche in the Alpha Holdings agreement (see Note 13). As of October 12, 2018, the Company had cash, cash equivalents and investment securities of approximately $28.9 million. The Company is anticipating raising additional capital but there can be no assurance that it will be able to do so or if the terms will be favorable. The above financing activities substantially increased the Company’s cash position. As a result, as of the date of the issuance of these consolidated financial statements, the Company believes its current cash position as a result of the Company’s financing activities during the year ended July 31, 2018 and October 2018 has alleviated substantial doubt about its ability to sustain operations through at least the next 12 months from the issuance date of the consolidated financial statements. |
Investment Securities
Investment Securities | 12 Months Ended |
Jul. 31, 2018 | |
Schedule of Investments [Abstract] | |
Investment Securities | Note 4—Investment Securities The amortized cost, gross unrealized gains and losses, and fair value of securities held to maturity are as follows : Description Amortized Cost Gross Unrealized Gain/(Loss) Fair Value Investment securities U.S. treasury securities with maturities of one year or less $ 23,174,447 $ (20,212 ) $ 23,154,235 Total $ 23,174,447 $ (20,212 ) $ 23,154,235 The fair values of held to maturity securities, excluding U.S. treasury securities, were obtained using an independent third-party financial institution third-party financial institution |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Jul. 31, 2018 | |
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, 2018 July 31, 2017 Equipment and furniture $ 1,873,880 $ 2,861,632 Computer software 109,242 292,034 Leasehold improvements 12,054 80,102 Property and equipment, gross 1,995,176 3,233,768 Accumulated depreciation and amortization (729,514 ) (823,669 ) $ 1,265,662 $ 2,410,099 Depreciation and amortization expense recorded for the years ended July 31, 2018 and 2017 was approximately $334,000 and $380,000, respectively. In conjunction with the move to a new facility, the Company wrote down $860,000 in property and equipment. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: July 31, 2018 July 31, 2017 Research and development costs $ 3,801,211 $ 1,537,892 Professional services fees 770,853 1,584,899 Other 206,828 158,342 $ 4,778,892 $ 3,281,133 Accrued Compensation Accrued compensation is comprised of the following: July 31, 2018 July 31, 2017 Separation costs $ 840,320 $ - Accrued payroll 215,937 100,295 401K payable 14,487 14,222 Other - 324 Total $ 1,070,744 $ 114,841 Other Long-Term Liabilities Other long-term liabilities are comprised of the following: July 31, 2018 July 31, 2017 Deferred rent $ 1,101,222 $ 1,140,953 Separation costs 371,408 - Total $ 1,472,630 $ 1,140,953 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 6—Stockholders’ Equity February 2018 Offering On February 6, 2018, the Company completed a follow-on public offering, selling 13,333,334 shares at an offering price of $1.50 per share. Additionally, the underwriters exercised in full their over-allotment option to purchase an additional 2,000,000 shares at an offering price of $1.50 per share. Aggregate gross proceeds from this follow-on public offering, including the exercise of the over-allotment option, were approximately $23 million, and net proceeds received, after underwriting fees of approximately $1.7 million and offering expenses of approximately $0.5 million, were approximately $20.8 million. November 2017 Warrant Exercise Inducement Offering On November 13, 2017, the Company entered into a warrant exercise agreement with certain holders of outstanding warrants (the “Original Warrants”) to purchase up to an aggregate of 5,509,642 shares of the Company’s common stock at an exercise price of $1.69 per share. Pursuant to the terms of the warrant exercise agreement, each holder agreed to exercise, from time to time and in accordance with the terms of the Original Warrants, including certain beneficial ownership limitations set forth therein, all Original Warrants held by it for cash. As a result of the exercise of all of the Original Warrants, the Company received gross proceeds of approximately $9.3 million and net proceeds, after deducting estimated expenses paid or payable by the Company, of approximately $9.1 million. Pursuant to the terms of the warrant exercise agreement, and in order to induce each holder to exercise its Original Warrants, the Company issued 1,377,411 new warrants to purchase a number of shares of its common stock which is equal to 25% of the number of shares of common stock received by such holders upon the cash exercise of its Original Warrants. The terms of the inducement warrants are substantially similar to the terms of the Original Warrants, except that the inducement warrants: (i) have an initial exercise price of $2.26 per share; (ii) become exercisable on May 13, 2018 and expire on November 13, 2019; and, (iii) contain certain additional transfer restrictions and limitations due to their offer and sale in a private placement offering. Also on November 13, 2017, and in connection with its entry into the warrant exercise agreement, the Company agreed to issue warrants to purchase up to an aggregate of 1,138,300 shares of its common stock to the accredited investors that participated in the Company’s offerings completed in October 2017, in consideration for such investors’ agreement to waive certain covenants made by the Company to such investors and as an inducement to such investors to exercise certain other warrants to purchase the Company’s common stock. The terms of the October 2017 investor warrants are substantially similar to the terms of the new warrants, except that the October 2017 investor warrants will become exercisable only if and when each October 2017 investor exercises in full and for cash the warrants to purchase the Company’s common stock that were sold to such investors in the Company’s offerings completed in October 2017. The warrants issued in connection with the warrant exercise agreement were considered inducement warrants and are classified in equity. The fair value of the warrants issued was approximately $2.5 million (based on the Black-Scholes option valuation model assuming no dividend yield, a 2.0-year life, volatility of 73.12% and a risk-free interest rate of 1.7%). The fair value of the inducement warrants of $2.5 million was expensed as warrant inducement expense in the accompanying consolidated statements of operations for the year ended July 31, 2018. First October 2017 Offerings On October 25, 2017, the Company completed an offer and sale to certain accredited investors of, in a registered public offering, 5,270,934 shares of its common stock and, in a concurrent private placement offering, warrants to purchase an aggregate of up to 3,953,200 shares of its common stock, all at a purchase price of $1.34375 per share. The warrants have an initial exercise price of $1.25 per share, became exercisable on October 25, 2017 and expire on April 25, 2022. The gross proceeds of the offering were $7.1 million and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid or payable by the Company (and excluding the proceeds, if any, from any cash exercise of the warrants), were approximately $6.2 million. In connection with the offering, the Company paid the placement agent (i) a cash fee equal to 5.5% of the gross proceeds of the offering, as well as offering expenses in a nonaccountable sum of $60,000, and (ii) warrants to purchase up to an aggregate of 316,256 shares of its common stock. The warrants issued to the placement agent are exercisable at an exercise price of $1.68 per share, became exercisable on their original issuance date and expire on October 21, 2022. The fair value of the warrants issued to the purchasers in the offerings, based on their fair value relative to the common stock issued, was approximately $2.4 million (based on the Black-Scholes option valuation model assuming no dividend yield, a 5.5-year life, volatility of 75.55% and a risk-free interest rate of 2.12%). The fair value of the warrants issued to the placement agent in the offerings was $0.2 million (based on the Black-Scholes option valuation model assuming no dividend yield, a 5.0-year life, volatility of 73.25% and a risk-free interest rate of 2.06%). The Company completed an evaluation of these warrants and determined they should be classified as equity within the accompanying consolidated balance sheets. Second October 2017 Offering On October 25, 2017, the Company completed an offer and sale to one accredited investor 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 warrant. The warrants have an initial exercise price of $1.25 per share, become exercisable on April 27, 2018 and expire on April 27, 2022. The gross proceeds of the offering were $1.1 million and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid or payable by the Company (and excluding the proceeds, if any, from any cash exercise of the warrants), were approximately $1.0 million. In connection with the offering, the Company paid the placement agent (i) a cash fee equal to 5.5% of the gross proceeds of the offering, as well as offering expenses in a non-accountable sum of $15,000, and (ii) warrants to purchase up to an aggregate of 48,000 shares of its common stock. The warrants issued to the placement agent are exercisable at an exercise price of $1.68 per share, became exercisable on their original issuance date and expire on October 25, 2022. 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 $0.4 million (based on the Black-Scholes option valuation model assuming no dividend yield, a 5.5-year life, volatility of 75.51% and a risk-free interest rate of 2.12%). The fair value of the warrants issued to the placement agent in the offering was $31,000 (based on the Black-Scholes option valuation model assuming no dividend yield, a 5.0-year life, volatility of 73.22% and a risk-free interest rate of 2.06%). The Company completed an evaluation of these warrants and determined they should be classified as equity within the accompanying consolidated balance sheets. 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 (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. An aggregate of 897,311 shares of the Company’s common stock were sold in the ATM Program during the year ended July 31, 2018, for net proceeds to the Company, after deducting Oppenheimer’s commissions and other expenses paid or payable by the Company, of $1.1 million. 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. Outstanding Warrants At July 31, 2018, the Company had outstanding warrants to purchase 8,958,059 shares of its common stock, with exercise prices ranging from $1.64 to $16.10, all of which were classified as equity instruments. These warrants expire at various dates between September 2018 and May 2025. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2018 | |
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 authorizes a total of 7,500,000 for issuance thereunder, and 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) 1,000,000 shares; or (iii) such lesser number of shares as determined by the Company’s Board of Directors. As of July 31, 2018, there were an aggregate of 8,500,000 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 During the fiscal year ended July 31, 2018, the Company granted options to purchase 5,281,500, 300,000 and 705,000 shares of its common stock to employees, directors and consultants under the 2011 Plan, respectively. The stock options issued to employees have a ten-year term, vest over three years, and have exercise prices ranging from $0.92 to $1.86. 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 $0.979 to $1.94. The stock options issued to consultants have ten-year terms, vest in accordance with the terms of the applicable consulting agreement, and have exercise prices ranging from $1.00 to $1.88. During the year ended July 31, 2018, the Company granted its President and Chief Executive Officer, Mr. Daniel J. O’Connor, options to purchase 2,500,000 shares of the Company’s common stock outside of the 2011 Plan. This grant was approved by stockholders at the Company’s annual meeting on January 12, 2018. Of the total grant, options on 1,000,000 shares vested upon stockholder approval and options on 1,000,000 shares will vest over a two-year period from the date of grant. Mr. O’Connor also received a performance stock option award to purchase up to 500,000 shares of the Company’s common stock, which is subject to vesting as to options on 250,000 shares on the date of the Company’s achievement of 100% enrollment in the first cohort of its PISCES/KEYNOTE-695 study and as to the remaining options on 250,000 shares in one installment on the one-year anniversary of the date of achievement of such enrollment. 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 ten-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. 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. Stock-based compensation expense recognized in the accompanying consolidated statements of operations is based on awards ultimately expected to vest, reduced for estimated forfeitures. 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 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: Year Ended July 31, 2018 Year Ended July 31, 2017 Expected term (years) 5.00 – 6.50 years % 2.08 – 10 years % Risk-free interest rate 1.66 - 2.90 % 0.82 – 2.52 % Volatility 73.24 – 91.99 % 71.9 –124.5 % Dividend yield 0 % 0 % 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 Company uses the simplified method to calculate the expected term of options issued to employees and directors, and 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. The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield in effect at the time of grant, commensurate with the expected term. For the expected dividend yield used in the Black-Scholes calculation, 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. The following is a summary of the Company’s 2011 Plan and non-Plan stock option activity for the years ended July 31, 2018 and 2017: Weighted Average Exercise Options Price Outstanding - July 31, 2016 3,263,460 $ 5.88 Granted 3,028,536 $ 1.41 Exercised (7,500 ) $ 1.29 Forfeited/Cancelled/Expired (2,644,883 ) $ 6.21 Outstanding - July 31, 2017 3,639,613 $ 1.94 Granted 6,286,500 $ 1.38 Exercised (252,270 ) $ 1.27 Forfeited/Cancelled (761,123 ) $ 2.66 Outstanding – July 31, 2018 8,912,720 $ 1.50 Exercisable – July 31, 2018 5,674,496 $ 1.55 As of July 31, 2018, the total intrinsic value of options outstanding and exercisable was approximately $65,500 and $37,000, respectively. As of July 31, 2018, the Company has approximately $3.9 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of approximately1.59 years. Stock-based compensation expense recorded in the Company’s consolidated statements of operations for the year ended July 31, 2018 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $6.2 million. Of this balance, $1.0 million was recorded to research and development and $5.2 million was recorded in general and administrative in the Company’s consolidated statements of operations for the year ended July 31, 2018. Stock-based compensation expense recorded in the Company’s consolidated statements of operations for the year ended July 31, 2017 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $3.6 million. Of this balance, $1.1 million was recorded to research and development and $2.5 million was recorded in general and administrative in the Company’s consolidated statement of operations for the year ended July 31, 2017. The weighted-average grant date fair value of stock options granted during the year ended July 31, 2018 was $1.24. The weighted-average grant date fair value of stock options granted during the year ended July 31, 2017 was $0.69. Restricted Stock Units In February 2018, the Company granted an aggregate of 300,000 restricted stock unit awards (“RSUs”) to two 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 $1.64 per share, which is the fair market value per unit of the RSUs. On February 8, 2018, the Company’s Board of Directors approved the accelerated vesting of outstanding restricted stock units (RSUs) held by certain executives and board members. The RSUs, the majority of which vested on the third anniversary of the grant date, were accelerated to vest on June 15, 2018, resulting in stock compensation expense of $1.1 million for the year ended July 31, 2018. In May 2018, the Company granted 35,000 restricted stock unit awards (“RSUs”) to an employee 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 $1.59 per share, which is the fair market value per unit of the RSUs. In July 2018, the Company granted 625,000 restricted stock unit awards (“RSUs”) to the Company’s current CFO. The units vest as follows: 312,500 units vested on July 16, 2018, and the remaining 312,500 units vest in equal quarterly installments over the 24 months 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. For the year ended July 31, 2018, the Company recorded $2.0 million in stock-based compensation related to RSUs, which is reflected in the consolidated statements of operations. As of July 31, 2018, there were 647,500 RSUs outstanding. 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. For the year ended July 31, 2017, the Company recorded $462,000 in stock-based compensation related to RSUs, which is reflected in the consolidated statements of operations. As of July 31, 2017, there were 1,100,000 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. The fourth offering period under the ESPP ended on January 31, 2018, with 18,960 shares purchased and distributed to employees, and the fifth offering period under the ESPP ended on July 31, 2018, with 12,071 shares purchased and distributed to employees. At July 31, 2018, there were 410,903 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, 2018, the following assumptions were used: six-month maturity, 1.15% risk free interest, 62.6% volatility, 0% forfeitures and $0 dividends. For the six-month offering period ended July 31, 2018, the following assumptions were used: six-month maturity, 1.64% risk free interest, 97.86% volatility, 0% forfeitures and $0 dividends. 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 $16,000 and $23,000 was recorded as stock-based compensation during the years ended July 31, 2018 and 2017, respectively. Common Stock Reserved for Future Issuance The following table summarizes all common stock reserved for future issuance at July 31, 2018: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 8,912,720 Common Stock reserved for restricted stock unit release 647,500 Common Stock authorized for future grant under the 2011 Plan 760,010 Common Stock reserved for warrant exercise 8,958,059 Commons Stock reserved for future ESPP issuance 410,903 Total common stock reserved for future issuance 19,689,192 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2018 | |
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 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 statement of operations for the year ended July 31, 2018 and 2017. The Company is subject to taxation in the United States, various states and in Australia. The Company’s tax years for 2009 and forward and 2012 and forward are subject to examination by the United States federal tax authorities and California tax authorities, respectively, due to the carry forward of unutilized net operating losses and research and development credits. At July 31, 2018, the Company had federal and California income tax net operating loss carryforwards of approximately $103.1 million and $98.1 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, research tax credit carryforwards and California net operating loss carryforwards will begin to expire in 2028 unless previously utilized. The California research and development 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 IRC 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 had 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 and state net 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, 2018 and 2017 are listed below: 2018 2017 Net operating loss carryforwards $ 28,313,000 $ 30,237,000 Credits 2,408,000 2,004,000 Start-up costs 24,000 46,000 Accumulated depreciation 162,000 170,000 Option and stock awards 5,703,000 4,886,000 Other 591,000 686,000 Net deferred tax assets 37,201,000 38,029,000 Valuation allowance for deferred tax assets (37,201,000 ) (38,029,000 ) Net deferred taxes $ - - A valuation allowance of $37.2 million and $38.0 million at July 31, 2018 and 2017, respectively, has been recognized to offset the net deferred tax assets as realization of such assets is uncertain. The valuation allowance decreased by $0.8 million and increased by $8.8 million for the years ended July 31, 2018 and 2017, respectively. A reconciliation of incomes taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2018 2017 Federal tax benefit at the expected statutory rate 26.47 % 34.00 % State income tax, net of federal tax benefit 0.00 % 0.00 % Non-deductible expenses (2.53 )% (0.94 )% Impact of federal rate change -32.14 % - % Impact of rate change on valuation allowance 32.14 % - % Change in valuation allowance (24.72 )% (33.74 )% Other 0.78 % 0.67 % Income tax benefit - effective rate (0.00 )% (0.01 )% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—Commitments and Contingencies 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. Employment Agreements The Company has entered into employment agreements with each of its executive officers and certain other key employees. Generally, the terms of these agreements provide that, if the Company terminates the officer or employee 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 certain severance compensation and benefits as described in each such agreement. On November 7, 2017, the Company entered into an executive employment agreement with Daniel J. O’Connor (the “O’Connor Employment Agreement”) pursuant to which Mr. O’Connor will serve as the Chief Executive Officer (the “CEO”) of the Company through November 7, 2020, subject to extension as provided in the agreement. The agreement calls for an annual salary of $400,000 per annum, an annual performance bonus in the amount of 50% of Mr. O’Connor’s then-current annual base salary and a living allowance of up to $4,500 per month for the first 12 months of the agreement. In addition, pursuant to the O’Connor Employment Agreement, the Company granted to Mr. O’ Connor certain stock options (See Note 7). On May 2, 2018, the Board of Directors of the Company consolidated the roles of Chief Executive Officer and President, with Daniel J. O’Connor to serve as both. Accordingly, Punit Dhillon will no longer serve as President of the Company, but will remain as a member of the Board of Directors. The Company and Mr. Dhillon have entered into a separation agreement that triggers the compensation provisions pursuant to his Amended and Restated Executive Employment Agreement, dated November 7, 2017. As of July 31, 2018, the Company has accrued a liability of $828,403 under the agreement. On July 16, 2018, the Company entered into an executive employment agreement with Sara M. Bonstein (the “Bonstein Employment Agreement”) pursuant to which Ms. Bonstein will serve as the Chief Financial Officer (the “CFO”) of the Company through July 16, 2021, subject to extension as provided in the agreement. The agreement calls for an annual salary of $350,000 per annum, a cash signing bonus in the amount of $75,000 and an annual performance bonus in the amount of 40% of Ms. Bonstein’s then-current annual base salary. In addition, pursuant to the Bonstein Employment Agreement, the Company granted to Ms. Bonstein an award of 625,000 restricted stock units convertible into shares of the Company’s common stock. The units vest as follows: 312,500 units vested on July 16, 2018 (date of grant), and the remaining 312,500 units vest in equal quarterly installments over the 24 months following the date of grant. On July 16, 2018, the Company and the Company’s former Chief Financial Officer entered into a separation and release agreement in connection with the former CFO’s termination of employment with the Company. Pursuant to the agreement, the Company will pay the former CFO severance compensation of $300,000, less applicable withholdings, in the form of salary continuation in accordance with the Company’s customary payroll practices. On July 16, 2018, the Company recorded a liability of $300,000 on its consolidated balance sheet, and the offsetting charge was recorded in general and administrative expense as salary expense. As of July 31, 2018, the Company made no payments against the liability. Lease Agreements On February 14, 2018, the Company entered into a lease agreement for approximately 3,100 rentable square feet located at 24 N. Main Street, Pennington, New Jersey, which serves as the Company’s New Jersey corporate headquarters. The term of the lease commenced on March 1, 2018 and expires on April 30, 2020. Base rent under the lease agreement is $3,079 per month for each of the first five months, $6,158 per month for each of the sixth through twelfth months and $6,286 per month for each of the thirteenth through twenty-sixth months. 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 $12,316 in February 2018 upon entering into the lease agreement. 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 California 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. See Lease Assignment Agreement below. In March 2018, the Company entered into a Lease Assignment Agreement with Vividion Therapeutics, Inc. (“Vividion”) for the Company’s 34,054 square foot location at 5820 Nancy Ridge Drive, San Diego, California, 92121 (“NR Premises”), whereby the Company assigned its Lease Agreement with ARE-SD Region No. 18, LLC (the “Landlord”) to Vividion. Under the Lease Assignment Agreement, Vividion pays directly to Landlord the base rent of $101,500 per month (based upon $2.98 per rentable square foot of the NR Premises) plus operating expenses and property management fees attributable to the NR Premises currently estimated at $43,500 per month (including an estimate for utilities) during the term of the Lease Assignment Agreement, which is the remaining term of the lease through October 2025. While the lease and all of the related obligations were assigned to Vividion, the Company could ultimately have an obligation on the Lease Assignment Agreement if Vividion defaulted on their obligation to the Landlord after all remedies were exhausted by the Landlord with regard to Vividion’s obligations. Such an event is not considered probable and no obligation has been recorded at July 31, 2018. In conjunction with the Lease Assignment Agreement, the Company and Vividion also entered into a Sublease, with respect to the 12,442 square-foot location leased by Vividion from Landlord. Under the Sublease, the Company shall pay to Vividion base rent of $49,768 per month (based upon $4.00 per rentable square foot of the Sublease Premises) plus operating expenses and property management fees attributable to the Sublease Premises currently estimated at $30,400 per month during the term of the Sublease, which extends through September 2020. The Company moved to the new location in April 2018. At the time of the lease agreements noted above, the Company had a deferred rent liability recorded on the consolidated balance sheet of $1.1 million, which is being amortized on a straight-line basis over the term of the Sublease. Total rent expense for the years ended July 31, 2018 and 2017 was approximately $1.4 million and $1.6 million, respectively. At July 31, 2018, future minimum lease payments under the Company’s non-cancelable operating leases are as follows: Year Ending July 31, 2018 Operating Lease 2019 976,721 2020 1,067,919 2021 179,620 Total minimum payments $ 2,224,260 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jul. 31, 2018 | |
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 $111,000 and $87,000 for the fiscal years ended July 31, 2018 and 2017, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2018 | |
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 beginning April 1, 2017 and ending March 31, 2018. The Company’s former President and two other members of the Company’s Board of Directors held positions as directors and/or officers of the sublessee. The Company had received payments totaling $27,900 and $15,000 related to the sublease as of July 31, 2018 and 2017, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12—Subsequent Events Alpha Holdings On August 31, 2018, the Company entered into a stock purchase agreement with Alpha Holdings, Inc. (“Alpha Holdings”), pursuant to which the Company agreed to issue and sell to Alpha Holdings shares of its common stock equal to an aggregate amount of up to $15.0 million at a market purchase price of $1.50 per share, which was the closing price of the Company’s common stock the day immediately before the agreement was executed by the parties. On October 9, 2018, the Company received total proceeds, before expenses, of $8.0 million in cash from the offering and issued Alpha Holdings 5,333,333 shares of common stock. There were no underwriting or placement agent fees associated with the offering. The second closing of 4,666,667 shares of Common Stock is expected to occur on or before December 15, 2018. Subsequent to July 31, 2018, shares of common stock issued to executives and employees related to vested RSU’s and the Company’s ESPP totaled 27,917 and 12,071, respectively. Subsequent to July 31, 2018, shares of common stock issued to consultants for services totaled 154,000. Subsequent to July 31, 2018, 39,063 RSU’s (equal to 23,658 shares on a net basis after employee taxes) held by an executive vested. The shares have not been issued as of the date of this filing. Subsequent to July 31, 2018, the Company issued 118,500 stock options to employees as per the terms of various employment agreements. Subsequent to July 31, 2018, the Company issued 250,000 stock options to a consultant as per the terms of a consulting agreement. On August 22, 2018, the Company entered into a stock option cancellation agreement with an individual. As per the terms of the agreement, 300,000 fully vested stock options were cancelled in exchange for the issuance of 175,000 shares of restricted common stock. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
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. |
Segment Reporting | Segment Reporting The Company operates in a single industry segment—the discovery and development of novel immunotherapeutic product candidates to improve treatment options for patients and physicians, intended to treat a wide range of oncology indications. |
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 and such balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents. |
Investment Securities | Investment Securities Securities available for sale are recorded at fair value and unrealized gains and losses are reported, net of taxes, in accumulated other comprehensive income (loss) included in stockholders’ equity. Securities held to maturity are recorded at amortized cost based on the Company’s positive intent and ability to hold these securities to maturity. Realized gains and losses from sales of securities available for sale are determined on a specific identification basis and are included in other revenue – net. Management evaluates whether securities available for sale and securities held to maturity are other-than-temporarily impaired (“OTTI”) on a quarterly basis. Debt securities with unrealized losses are considered OTTI if the Company intends to sell the security or if it is more likely than not that the Company will be required to sell such security prior to any anticipated recovery. If management determines that a security is OTTI under these circumstances, the impairment recognized in earnings is measured as the entire difference between the amortized cost and the then-current fair value. |
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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts for cash, prepaid expenses, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. 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. The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits and money market funds. ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s Level 2 assets consist of U.S. government sponsored securities. ● Level 3— Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. No such items existed as of July 31, 2018 and 2017. |
Financial Instruments not Recorded at Fair Value | Financial instruments not recorded at fair value Descriptions of the valuation methodologies and assumptions used to estimate the fair value of financial instruments not recorded at fair value are described below. The Company’s financial instruments not recorded at fair value but for which fair value can be approximated and disclosed include: Securities held to maturity – |
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, 2018 and 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 by dividing the applicable net loss by 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. 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. The following potentially dilutive outstanding securities were excluded from diluted net loss per share because of their anti-dilutive effect: July 31, 2018 July 31, 2017 Stock options 8,912,720 3,653,641 Restricted stock units 647,500 1,100,000 Warrants 8,958,059 9,044,740 Total 18,518,279 13,798,381 |
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. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. 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. |
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 and July 31. 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. |
Deferred Rent | Deferred Rent Rent expense from leases is recorded on a straight-line basis over the lease period. The net excess of rent expense over the actual cash paid is recorded as deferred rent. |
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. |
Australia Research and Development Tax Credit | Australia Research and Development Tax Credit The Company’s Australian, wholly-owned, subsidiary incurs research and development expenses, primarily in the course of conducting clinical trials. The Company’s Australian research and development activities qualify for the Australian government’s tax credit program, which provides a 43.5 percent credit for qualifying research and development expenses. The tax credit does not depend on the Company’s generation of future taxable income or ongoing tax status or position. Accordingly, the credit is not considered an element of income tax accounting under ASC 740 and is recorded against qualifying research and development expenses. |
Tax Reform | Tax Reform The Tax Cuts and Jobs Act (the “Act”) was enacted in December 2017. Among other things, the Act reduced the U.S. federal corporate tax rate from 34 percent to 21 percent as of January 1, 2018 and eliminated the alternative minimum tax (“AMT”) for corporations. Since the deferred tax assets are expected to reverse in a future year, it has been tax effected using the 21% federal corporate tax rate. As a result of the reduction in the corporate tax rate, the Company decreased its gross deferred tax assets by approximately $12.4 million which was offset by a corresponding decrease to the valuation allowance as of July 31, 2018, which has no impact on the Company’s consolidated financial statements for the year ended July 31, 2018. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax effects of the Act. Until the accounting for the income tax effects of the Act is complete, the reported amounts are based on reasonable estimates, are disclosed as provisional and reflect any adjustments in subsequent periods as estimates are refined or the accounting of the tax effects are completed. |
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 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. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. In issuing ASU No. 2018-11, the FASB decided to provide another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact that ASU 2016-02 and ASU 2018-11 will have 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. The Company adopted this guidance for the annual period ended July 31, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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. The effective date for ASU 2016-15 is for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company intends to adopt this standard as of August 1, 2018, and does not anticipate this standard will have a material impact 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”), In June 2018, the FASB issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted, but no earlier than our adoption of ASC 606. The Company is currently evaluating the impact the adoption of the new standard will have on its consolidated financial statements. On February 14, 2018 the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income” (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. This update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Job Acts. Because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
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 | The following potentially dilutive outstanding securities were excluded from diluted net loss per share because of their anti-dilutive effect: July 31, 2018 July 31, 2017 Stock options 8,912,720 3,653,641 Restricted stock units 647,500 1,100,000 Warrants 8,958,059 9,044,740 Total 18,518,279 13,798,381 |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Schedule of Investments [Abstract] | |
Schedule of Investment Securities | The amortized cost, gross unrealized gains and losses, and fair value of securities held to maturity are as follows : Description Amortized Cost Gross Unrealized Gain/(Loss) Fair Value Investment securities U.S. treasury securities with maturities of one year or less $ 23,174,447 $ (20,212 ) $ 23,154,235 Total $ 23,174,447 $ (20,212 ) $ 23,154,235 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following: July 31, 2018 July 31, 2017 Equipment and furniture $ 1,873,880 $ 2,861,632 Computer software 109,242 292,034 Leasehold improvements 12,054 80,102 Property and equipment, gross 1,995,176 3,233,768 Accumulated depreciation and amortization (729,514 ) (823,669 ) $ 1,265,662 $ 2,410,099 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of the following: July 31, 2018 July 31, 2017 Research and development costs $ 3,801,211 $ 1,537,892 Professional services fees 770,853 1,584,899 Other 206,828 158,342 $ 4,778,892 $ 3,281,133 |
Schedule of Accrued Compensation | Accrued compensation is comprised of the following: July 31, 2018 July 31, 2017 Separation costs $ 840,320 $ - Accrued payroll 215,937 100,295 401K payable 14,487 14,222 Other - 324 Total $ 1,070,744 $ 114,841 |
Schedule of Other Long-term Liabilities | Other long-term liabilities are comprised of the following: July 31, 2018 July 31, 2017 Deferred rent $ 1,101,222 $ 1,140,953 Separation costs 371,408 - Total $ 1,472,630 $ 1,140,953 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation | The following assumptions were used for the Black-Scholes calculation of the fair value of stock-based compensation related to stock options granted during the periods presented: Year Ended July 31, 2018 Year Ended July 31, 2017 Expected term (years) 5.00 – 6.50 years % 2.08 – 10 years % Risk-free interest rate 1.66 - 2.90 % 0.82 – 2.52 % Volatility 73.24 – 91.99 % 71.9 –124.5 % Dividend yield 0 % 0 % |
Summary of Stock Option Activity | The following is a summary of the Company’s 2011 Plan and non-Plan stock option activity for the years ended July 31, 2018 and 2017: Weighted Average Exercise Options Price Outstanding - July 31, 2016 3,263,460 $ 5.88 Granted 3,028,536 $ 1.41 Exercised (7,500 ) $ 1.29 Forfeited/Cancelled/Expired (2,644,883 ) $ 6.21 Outstanding - July 31, 2017 3,639,613 $ 1.94 Granted 6,286,500 $ 1.38 Exercised (252,270 ) $ 1.27 Forfeited/Cancelled (761,123 ) $ 2.66 Outstanding – July 31, 2018 8,912,720 $ 1.50 Exercisable – July 31, 2018 5,674,496 $ 1.55 |
Summary of Common Stock Reserved for Future Issuance | The following table summarizes all common stock reserved for future issuance at July 31, 2018: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 8,912,720 Common Stock reserved for restricted stock unit release 647,500 Common Stock authorized for future grant under the 2011 Plan 760,010 Common Stock reserved for warrant exercise 8,958,059 Commons Stock reserved for future ESPP issuance 410,903 Total common stock reserved for future issuance 19,689,192 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant components of Deferred Tax | Significant components of the Company’s deferred tax assets as of July 31, 2018 and 2017 are listed below: 2018 2017 Net operating loss carryforwards $ 28,313,000 $ 30,237,000 Credits 2,408,000 2,004,000 Start-up costs 24,000 46,000 Accumulated depreciation 162,000 170,000 Option and stock awards 5,703,000 4,886,000 Other 591,000 686,000 Net deferred tax assets 37,201,000 38,029,000 Valuation allowance for deferred tax assets (37,201,000 ) (38,029,000 ) Net deferred taxes $ - - |
Schedule of Reconciliation of Incomes Taxes Using the Statutory Income Tax Rate | A reconciliation of incomes taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2018 2017 Federal tax benefit at the expected statutory rate 26.47 % 34.00 % State income tax, net of federal tax benefit 0.00 % 0.00 % Non-deductible expenses (2.53 )% (0.94 )% Impact of federal rate change -32.14 % - % Impact of rate change on valuation allowance 32.14 % - % Change in valuation allowance (24.72 )% (33.74 )% Other 0.78 % 0.67 % Income tax benefit - effective rate (0.00 )% (0.01 )% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases | At July 31, 2018, future minimum lease payments under the Company’s non-cancelable operating leases are as follows: Year Ending July 31, 2018 Operating Lease 2019 976,721 2020 1,067,919 2021 179,620 Total minimum payments $ 2,224,260 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Jul. 31, 2018USD ($)Segment | |
Accounting Policies [Abstract] | |
Number of segment reporting | Segment | 1 |
Amount insured by the federal deposit insurance corporation | $ 250,000 |
Capitalization threshold of property and equipment | $ 5,000 |
Percentage of stock purchase | 85.00% |
Tax credit percentage | 43.50% |
Tax description | The Tax Cuts and Jobs Act (the "Act") was enacted in December 2017. Among other things, the Act reduced the U.S. federal corporate tax rate from 34 percent to 21 percent as of January 1, 2018 and eliminated the alternative minimum tax ("AMT") for corporations. Since the deferred tax assets are expected to reverse in a future year, it has been tax effected using the 21% federal corporate tax rate. |
Reversed federal corporate tax rate | 21.00% |
Gross deferred tax assets | $ 12,400,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation (Details) | 12 Months Ended |
Jul. 31, 2018 | |
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 Polici_6
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Total | 18,518,279 | 13,798,381 |
Restricted Stock Units (RSUs) [Member] | ||
Total | 647,500 | 1,100,000 |
Stock Options [Member] | ||
Total | 8,912,720 | 3,653,641 |
Warrants [Member] | ||
Total | 8,958,059 | 9,044,740 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) - USD ($) | Feb. 06, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Losses in all previous reporting periods from inception to date | $ 134,100,000 | |||
Total investment securities | 27,000,000 | |||
Cash | 3,200,000 | |||
Cash equivalents | 600,000 | |||
Cash and cash equivalents | 3,803,627 | $ 11,444,676 | $ 28,746,224 | |
Short term investment securities | 23,174,447 | |||
Net cash provided by financing activities | 38,883,132 | 64,006 | ||
Proceeds from issue or sale of equity | $ 20,800,000 | 35,809 | ||
Alpha Holdings Agreement [Member] | ||||
Proceeds from issue or sale of equity | 8,000,000 | |||
October 12, 2018 [Member] | ||||
Total investment securities | $ 28,900,000 |
Investment Securities - Schedul
Investment Securities - Schedule of Investment Securities (Details) | 12 Months Ended |
Jul. 31, 2018USD ($) | |
Amortized cost in investment securities | $ 23,174,447 |
Gross unrealized gain/(loss) investment securities | (20,212) |
Fair value investment securities of held-to-maturity | 23,154,235 |
US Treasury Securities with Maturities of One Year or Less [Member] | |
Amortized cost in investment securities | 23,174,447 |
Gross unrealized gain/(loss) investment securities | (20,212) |
Fair value investment securities of held-to-maturity | $ 23,154,235 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and amortization expense | $ 334,494 | $ 379,988 |
Wrote down value of property and equipment | $ 860,000 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Property and Equipment, gross | $ 1,995,176 | $ 3,233,768 |
Accumulated Depreciation and Amortization | (729,514) | (823,669) |
Property and equipment, net | 1,265,662 | 2,410,099 |
Equipment and Furniture [Member] | ||
Property and Equipment, gross | 1,873,880 | 2,861,632 |
Computer Software [Member] | ||
Property and Equipment, gross | 109,242 | 292,034 |
Leasehold Improvements [Member] | ||
Property and Equipment, gross | $ 12,054 | $ 80,102 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and development costs | $ 3,801,211 | $ 1,537,892 |
Professional services fees | 770,853 | 1,584,899 |
Other | 206,828 | 158,342 |
Accounts payable and accrued liabilities | $ 4,778,892 | $ 3,281,133 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Compensation (Details) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Separation costs | $ 840,320 | |
Accrued payroll | 215,937 | 100,295 |
401K payable | 14,487 | 14,222 |
Other | 324 | |
Total | $ 1,070,744 | $ 114,841 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Other Long-term Liabilities (Details) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred rent | $ 1,101,222 | $ 1,140,953 |
Separation costs | 371,408 | |
Total | $ 1,472,630 | $ 1,140,953 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 06, 2018 | Nov. 13, 2017 | Oct. 25, 2017 | Jul. 25, 2017 | Jul. 31, 2018 | Jul. 31, 2017 |
Number of shares issued on public offering | 13,333,334 | |||||
Offering price per share | $ 1.50 | |||||
Gross proceeds from offering | $ 23,000,000 | |||||
Underwriting fees | 1,700,000 | |||||
Offering expenses | 500,000 | |||||
Net proceeds from issuance of public offering | $ 20,800,000 | $ 35,809 | ||||
Warrant to purchase shares of common stock | 8,958,059 | |||||
Net proceeds from cash exercise of warrants | $ 9,999,983 | |||||
Warrant inducement expense | $ 2,465,396 | |||||
Warrant expire term, description | These warrants expire at various dates between September 2018 and May 2025. | |||||
Maximum [Member] | ||||||
Warrant exercise price per share | $ 16.10 | |||||
Minimum [Member] | ||||||
Warrant exercise price per share | $ 1.64 | |||||
First October 2017 Offerings [Member] | ||||||
Fair value of warrants | $ 2,400,000 | |||||
Dividend rate | 0.00% | |||||
Expected term of volatility | 5 years 6 months | |||||
Volatility rate | 75.55% | |||||
Risk-free interest rate | 2.12% | |||||
First October 2017 Offerings [Member] | Placement Agent [Member] | ||||||
Gross proceeds from offering | $ 7,100,000 | |||||
Offering expenses | $ 60,000 | |||||
Warrant to purchase shares of common stock | 316,256 | |||||
Warrant exercise price per share | $ 1.68 | |||||
Net proceeds from cash exercise of warrants | $ 6,200,000 | |||||
Warrant expiry date | Oct. 21, 2022 | |||||
Fair value of warrants | $ 200,000 | |||||
Dividend rate | 0.00% | |||||
Expected term of volatility | 5 years | |||||
Volatility rate | 73.25% | |||||
Risk-free interest rate | 2.06% | |||||
Percentage of gross proceeds of offering | 5.50% | |||||
Second October 2017 Offerings [Member] | ||||||
Fair value of warrants | $ 400,000 | |||||
Dividend rate | 0.00% | |||||
Expected term of volatility | 5 years 6 months | |||||
Volatility rate | 75.51% | |||||
Risk-free interest rate | 2.12% | |||||
Second October 2017 Offerings [Member] | Placement Agent [Member] | ||||||
Gross proceeds from offering | $ 1,100,000 | |||||
Offering expenses | $ 15,000 | |||||
Warrant to purchase shares of common stock | 48,000 | |||||
Warrant exercise price per share | $ 1.68 | |||||
Net proceeds from cash exercise of warrants | $ 1,000,000 | |||||
Warrant expiry date | Oct. 25, 2022 | |||||
Fair value of warrants | $ 31,000 | |||||
Dividend rate | 0.00% | |||||
Expected term of volatility | 5 years | |||||
Volatility rate | 73.22% | |||||
Risk-free interest rate | 2.06% | |||||
Percentage of gross proceeds of offering | 5.50% | |||||
Accredited Investors [Member] | First October 2017 Offerings [Member] | ||||||
Warrant exercise price per share | $ 1.25 | |||||
Warrant exercisable date | Oct. 25, 2017 | |||||
Warrant expiry date | Apr. 25, 2022 | |||||
Number of common stock shares sold under offering | 5,270,934 | |||||
Purchase price per share | $ 1.34375 | |||||
Accredited Investors [Member] | First October 2017 Offerings [Member] | Maximum [Member] | ||||||
Warrant to purchase shares of common stock | 3,953,200 | |||||
Accredited Investors [Member] | Second October 2017 Offerings [Member] | ||||||
Warrant exercise price per share | $ 1.25 | |||||
Warrant exercisable date | Apr. 27, 2018 | |||||
Warrant expiry date | Apr. 27, 2022 | |||||
Number of common stock shares sold under offering | 800,000 | |||||
Purchase price per share | $ 1.34375 | |||||
Accredited Investors [Member] | Second October 2017 Offerings [Member] | Maximum [Member] | ||||||
Warrant to purchase shares of common stock | 600,000 | |||||
Warrant Exercise Agreement [Member] | ||||||
Warrant exercise price per share | $ 1.69 | |||||
Gross proceeds from exercise of warrants | $ 9,300,000 | |||||
Net proceeds from cash exercise of warrants | $ 9,100,000 | |||||
Warrant Exercise Agreement [Member] | Maximum [Member] | ||||||
Warrant to purchase shares of common stock | 5,509,642 | |||||
Warrant Exercise Agreement [Member] | Accredited Investors [Member] | ||||||
Fair value of warrants | $ 2,500,000 | |||||
Dividend rate | 0.00% | |||||
Expected term of volatility | 2 years | |||||
Volatility rate | 73.12% | |||||
Risk-free interest rate | 1.70% | |||||
Warrant Exercise Agreement [Member] | Accredited Investors [Member] | Maximum [Member] | ||||||
Warrant to purchase shares of common stock | 1,138,300 | |||||
Warrant Exercise Agreement [Member] | New Warrants [Member] | ||||||
Warrant to purchase shares of common stock | 1,377,411 | |||||
Warrant exercise price per share | $ 2.26 | |||||
Percentage of warrant to purchase common stock equal to common stock received | 25.00% | |||||
Warrant exercisable date | May 13, 2018 | |||||
Warrant expiry date | Nov. 13, 2019 | |||||
Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | ||||||
Number of common stock shares sold under offering | 897,311 | |||||
Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | Maximum [Member] | ||||||
Gross proceeds from offering | $ 8,400,000 | |||||
Net proceeds from issuance of public offering | $ 1,100,000 | |||||
Over Allotment Option [Member] | ||||||
Number of shares issued on public offering | 2,000,000 | |||||
Offering price per share | $ 1.50 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Jul. 16, 2018 | Feb. 08, 2018 | Dec. 14, 2016 | Jul. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Mar. 31, 2017 | Jul. 31, 2018 | Jan. 31, 2018 | Jul. 31, 2017 | Jan. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 |
Number of shares authorized for issuance to awards granted | 760,010 | 760,010 | 760,010 | ||||||||||
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | ||||||||||||
Options granted to purchase shares | 6,286,500 | 3,028,536 | |||||||||||
Term of stock options | 1 year 7 months 2 days | ||||||||||||
Exercise price | $ 1.38 | $ 1.41 | |||||||||||
Intrinsic value of options outstanding | $ 65,500 | $ 65,500 | $ 65,500 | ||||||||||
Intrinsic value of options exercisable | 37,000 | 37,000 | 37,000 | ||||||||||
Unrecognized stock-based compensation expenses | $ 3,900,000 | $ 3,900,000 | $ 3,900,000 | ||||||||||
Weighted-average grant date fair value | $ 1.24 | $ 0.69 | |||||||||||
Dividends rate | 0.00% | 0.00% | |||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Exercise price | $ 1.34 | ||||||||||||
Number of granted shares vested | 312,500 | 312,500 | |||||||||||
Stock-based compensation expense recognized | $ 2,000,000 | $ 462,000 | |||||||||||
Number of restricted stock outstanding | 647,500 | 647,500 | 1,100,000 | 647,500 | 1,100,000 | ||||||||
Research And Development Expense [Member] | |||||||||||||
Stock-based compensation expense recognized | $ 1,000,000 | $ 1,100,000 | |||||||||||
General And Administrative Expense [Member] | |||||||||||||
Stock-based compensation expense recognized | $ 5,200,000 | $ 2,500,000 | |||||||||||
Maximum [Member] | |||||||||||||
Maturity | 6 years 6 months | 10 years | |||||||||||
Minimum [Member] | |||||||||||||
Maturity | 5 years | 2 years 29 days | |||||||||||
Common Stock [Member] | |||||||||||||
Stock issued during period, shares, employee stock purchase plans | 40,606 | 36,420 | |||||||||||
Employee, Director and Consultants [Member] | Stock Options [Member] | |||||||||||||
Options granted to purchase shares | 2,214,500 | ||||||||||||
Exercise price | $ 3 | ||||||||||||
Stock option exchange offer description | 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. | ||||||||||||
Employee, Director and Consultants [Member] | New Stock Options [Member] | |||||||||||||
Options granted to purchase shares | 1,070,536 | ||||||||||||
Mr. O'Connor [Member] | Stock Options [Member] | |||||||||||||
Options granted to purchase shares | 2,500,000 | ||||||||||||
Vesting period | 2 years | ||||||||||||
Number of granted shares vested | 1,000,000 | ||||||||||||
Mr. O'Connor [Member] | Stock Options One [Member] | |||||||||||||
Options granted to purchase shares | 500,000 | ||||||||||||
Number of granted shares vested | 250,000 | ||||||||||||
Mr. O'Connor [Member] | Stock Options One [Member] | One Year Anniversary [Member] | |||||||||||||
Number of granted shares vested | 250,000 | ||||||||||||
Employees, Directors and Consultants [Member] | |||||||||||||
Stock-based compensation expense recognized | $ 3,600,000 | ||||||||||||
Board of Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Stock-based compensation expense recognized | $ 1,100,000 | ||||||||||||
Former CFO [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Options granted to purchase shares | 625,000 | ||||||||||||
2011 Plan [Member] | |||||||||||||
Number of shares authorized for issuance to awards granted | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Maximum shares granted per fiscal year per individual | 8,500,000 | ||||||||||||
2011 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Options granted to purchase shares | 35,000 | 300,000 | 525,000 | ||||||||||
Exercise price | $ 1.59 | $ 1.64 | |||||||||||
Weighted-average grant date fair value | $ 1.34 | ||||||||||||
2011 Plan [Member] | Minimum [Member] | |||||||||||||
Purchase price of incentive stock options as a percentage of its fair value | 100.00% | ||||||||||||
Provisional percentage of outstanding stock owned by stockholders | 10.00% | ||||||||||||
Exercise price as a percentage of fair value of common stock | 110.00% | ||||||||||||
2011 Plan [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||||
Maximum shares granted per fiscal year per individual | 500,000 | ||||||||||||
Stock option exercisable period | 10 years | ||||||||||||
2011 Plan [Member] | Employee, Director and Consultants [Member] | |||||||||||||
Employee stock purchase program description | The 2011 Plan authorizes a total of 7,500,000 for issuance thereunder, and 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) 1,000,000 shares; or (iii) such lesser number of shares as determined by the Company's Board of Directors. | ||||||||||||
Number of shares authorized for issuance to awards granted | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||
2011 Plan [Member] | Employees [Member] | |||||||||||||
Options granted to purchase shares | 5,281,500 | 1,841,037 | |||||||||||
Term of stock options | 10 years | 10 years | |||||||||||
Vesting period | 3 years | 3 years | |||||||||||
2011 Plan [Member] | Employees [Member] | Maximum [Member] | |||||||||||||
Exercise price | $ 1.86 | $ 1.94 | |||||||||||
2011 Plan [Member] | Employees [Member] | Minimum [Member] | |||||||||||||
Exercise price | $ 0.92 | $ 1.11 | |||||||||||
2011 Plan [Member] | Director [Member] | |||||||||||||
Options granted to purchase shares | 300,000 | 355,416 | |||||||||||
Term of stock options | 10 years | 10 years | |||||||||||
2011 Plan [Member] | Director [Member] | Maximum [Member] | |||||||||||||
Exercise price | $ 1.94 | $ 1.34 | |||||||||||
2011 Plan [Member] | Director [Member] | Minimum [Member] | |||||||||||||
Exercise price | $ 0.979 | $ 1.29 | |||||||||||
2011 Plan [Member] | Consultants [Member] | |||||||||||||
Options granted to purchase shares | 705,000 | 832,083 | |||||||||||
Term of stock options | 10 years | 3 years | |||||||||||
2011 Plan [Member] | Consultants [Member] | Maximum [Member] | |||||||||||||
Exercise price | $ 1.88 | $ 2 | |||||||||||
2011 Plan [Member] | Consultants [Member] | Minimum [Member] | |||||||||||||
Exercise price | $ 1 | $ 1.29 | |||||||||||
ESPP [Member] | |||||||||||||
Number of shares authorized for issuance to awards granted | 410,903 | 410,903 | 410,903 | ||||||||||
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | ||||||||||||
Stock-based compensation expense recognized | $ 16,000 | $ 23,000 | |||||||||||
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% | ||||||||||||
ESPP [Member] | Black-Scholes Option Valuation Model [Member] | |||||||||||||
Maturity | 6 months | 6 months | 6 months | 6 months | |||||||||
Risk free interest rate | 1.64% | 1.15% | 0.65% | 0.40% | |||||||||
Volatility rate | 97.86% | 62.60% | 132.68% | 96.91% | |||||||||
Forfeitures percentage | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||
Dividends rate | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||
ESPP [Member] | July 31, 2016 [Member] | First Offering Period [Member] | |||||||||||||
Shares purchased | 17,789 | ||||||||||||
ESPP [Member] | January 31, 2017 [Member] | Second Offering Period [Member] | |||||||||||||
Shares purchased | 18,631 | ||||||||||||
ESPP [Member] | July 31, 2017 [Member] | Third Offering Period [Member] | |||||||||||||
Shares purchased | 21,646 | ||||||||||||
ESPP [Member] | January 31, 2018 [Member] | Fourth Offering Period [Member] | |||||||||||||
Shares purchased | 18,960 | ||||||||||||
ESPP [Member] | July 31, 2018 [Member] | Fifth Offering Period [Member] | |||||||||||||
Shares purchased | 12,071 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation (Details) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Risk-free interest rate, minimum | 1.66% | 0.82% |
Risk-free interest rate, maximum | 2.90% | 2.52% |
Volatility, minimum | 73.24% | 71.90% |
Volatility, maximum | 91.99% | 124.50% |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term (years) | 5 years | 2 years 29 days |
Maximum [Member] | ||
Expected term (years) | 6 years 6 months | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options Outstanding, Beginning Balance | 3,639,613 | 3,263,460 |
Options, Granted | 6,286,500 | 3,028,536 |
Options, Exercised | (252,270) | (7,500) |
Options, Forfeited/Cancelled/Expired | (761,123) | (2,644,883) |
Options Outstanding, Ending Balance | 8,912,720 | 3,639,613 |
Options Exercisable, Ending Balance | 5,674,496 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.94 | $ 5.88 |
Weighted Average Exercise Price, Granted | 1.38 | 1.41 |
Weighted Average Exercise Price, Exercised | 1.27 | 1.29 |
Weighted Average Exercise Price, Forfeited/Cancelled | 2.66 | 6.21 |
Weighted Average Exercise Price, Outstanding Ending Balance | 1.50 | $ 1.94 |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 1.55 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Common Stock Reserved For Future Issuance (Details) - shares | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) | 8,912,720 | 3,639,613 | 3,263,460 |
Common Stock reserved for restricted stock unit release | 647,500 | ||
Common Stock authorized for future grant under the 2011 Plan | 760,010 | ||
Common Stock reserved for warrant exercise | 8,958,059 | ||
Commons Stock reserved for future ESPP issuance | 410,903 | ||
Total common stock reserved for future issuance | 19,689,192 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Income tax position will not be recognized | less than a 50% | |
Net operating loss carryforward expire year | 2,028 | |
Valuation allowance for deferred tax | $ 37,201,000 | $ 38,029,000 |
Valuation allowance increase, amount | 800,000 | $ 8,800,000 |
Federal [Member] | ||
Net operating loss carryforwards | 103,100,000 | |
Federal [Member] | Research and Development [Member] | ||
Tax credit carryforwards | 1,200,000 | |
California [Member] | ||
Net operating loss carryforwards | 98,100,000 | |
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, 2018 | Jul. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 28,313,000 | $ 30,237,000 |
Credits | 2,408,000 | 2,004,000 |
Start-up costs | 24,000 | 46,000 |
Accumulated depreciation | 162,000 | 170,000 |
Option and stock awards | 5,703,000 | 4,886,000 |
Other | 591,000 | 686,000 |
Net deferred tax assets | 37,201,000 | 38,029,000 |
Valuation allowance for deferred tax assets | (37,201,000) | (38,029,000) |
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, 2018 | Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | 26.47% | 34.00% |
State income tax, net of federal tax benefit | 0.00% | 0.00% |
Non-deductible expenses | (2.53%) | (0.94%) |
Impact of federal rate change | (3214.00%) | 0.00% |
Impact of rate change on valuation allowance | 32.14% | 0.00% |
Change in valuation allowance | (24.72%) | (33.74%) |
Other | 0.78% | 0.67% |
Income tax benefit - effective rate | (0.00%) | (0.01%) |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Jul. 16, 2018USD ($)shares | Mar. 31, 2018USD ($)ft²$ / shares | Mar. 01, 2018 | Feb. 14, 2018USD ($)ft² | Nov. 07, 2017USD ($) | Oct. 19, 2015 | Dec. 31, 2014USD ($)ft² | Mar. 31, 2018USD ($)ft²$ / shares | Jul. 31, 2018USD ($) | Jul. 31, 2017USD ($) |
Liability | $ 7,322,266 | $ 4,536,927 | ||||||||
Deferred rent liability | 1,100,000 | |||||||||
Total rent expense | 1,400,000 | $ 1,600,000 | ||||||||
Lease Agreement [Member] | ||||||||||
Area of land | ft² | 3,100 | 34,000 | ||||||||
Lease expiration date | Oct. 19, 2025 | |||||||||
Monthly base rent | $ 90,000 | |||||||||
Security deposit | $ 12,316 | $ 90,000 | ||||||||
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 | |||||||||
Annual increases in base rent percentage | 3.00% | |||||||||
Lease Agreement [Member] | First Five Months [Member] | ||||||||||
Monthly base rent | 3,079 | |||||||||
Lease Agreement [Member] | Sixth Through Twelfth Months [Member] | ||||||||||
Monthly base rent | 6,158 | |||||||||
Lease Agreement [Member] | Thirteenth Through Twenty-Sixth Months [Member] | ||||||||||
Monthly base rent | $ 6,286 | |||||||||
Lease Assignment Agreement [Member] | ||||||||||
Area of land | ft² | 34,054 | 34,054 | ||||||||
Lease expiration date | Apr. 30, 2020 | Oct. 31, 2025 | ||||||||
Monthly base rent | $ 101,500 | |||||||||
Area of rentable premises per share | $ / shares | $ 2.98 | $ 2.98 | ||||||||
Lease Assignment Agreement [Member] | Vividion Therapeutics Inc [Member] | ||||||||||
Area of land | ft² | 12,442 | 12,442 | ||||||||
Monthly base rent | $ 49,768 | |||||||||
Area of rentable premises per share | $ / shares | $ 4 | $ 4 | ||||||||
Lease Assignment Agreement [Member] | NR Premises [Member] | ||||||||||
Monthly base rent | $ 43,500 | |||||||||
Lease Assignment Agreement [Member] | Sub Lease Premises [Member] | ||||||||||
Lease expiration date | Sep. 30, 2020 | |||||||||
Monthly base rent | $ 30,400 | |||||||||
Daniel J. O'Connor [Member] | Executive Employment Agreement [Member] | ||||||||||
Annual salary | $ 400,000 | |||||||||
Percentage of annual performance bonus | 50.00% | |||||||||
Daniel J. O'Connor [Member] | Executive Employment Agreement [Member] | Maximum [Member] | ||||||||||
Annual salary | $ 4,500 | |||||||||
Daniel J. O'Connor [Member] | Employment Agreements [Member] | ||||||||||
Accrued liability | $ 828,403 | |||||||||
Sara M. Bonstein [Member] | Employment Agreements [Member] | ||||||||||
Percentage of annual performance bonus | 40.00% | |||||||||
Sara M. Bonstein [Member] | Employment Agreements [Member] | Restricted Stock [Member] | ||||||||||
Number of restricted stock, shares | shares | 625,000 | |||||||||
Sara M. Bonstein [Member] | Bonstein Employment Agreement [Member] | ||||||||||
Annual salary | $ 350,000 | |||||||||
Bonus | $ 75,000 | |||||||||
Number of vested shares | shares | 312,500 | |||||||||
Number of remaining vested shares, description | The remaining 312,500 units vest in equal quarterly installments over the 24 months following the date of grant | |||||||||
Former CFO [Member] | Separation and Release Agreement [Member] | ||||||||||
Liability | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases (Details) | Jul. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 976,721 |
2,020 | 1,067,919 |
2,021 | 179,620 |
Total minimum payments | $ 2,224,260 |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) | May 15, 2012 | Jul. 31, 2018 | Jul. 31, 2017 |
Retirement Benefits [Abstract] | |||
Maximum percentage of contribution permitted to employees on eligible compensation | 100.00% | ||
Employer's matching contribution | 100.00% | ||
Employer's matching contribution of employee's annual compensation | 3.00% | ||
Employer matching contributions made | $ 111,000 | $ 87,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Proceeds from related parties | $ 27,900 | $ 15,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 09, 2018 | Aug. 31, 2018 | Feb. 06, 2018 | Aug. 31, 2018 | Aug. 22, 2018 |
Purchase price per share | $ 1.50 | ||||
Number of common stock shares issued | 13,333,334 | ||||
Subsequent Event [Member] | Executives [Member] | |||||
RSU's vested, Number of shares | 23,658 | ||||
Subsequent Event [Member] | Executives [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Number of common stock shares issued | 27,917 | ||||
RSU's vested | 39,063 | 39,063 | |||
Subsequent Event [Member] | Employees [Member] | Employee Stock Purchase Plan (ESPP) [Member] | |||||
Number of common stock shares issued | 12,071 | ||||
Subsequent Event [Member] | Consultants [Member] | |||||
Number of common stock shares issued | 154,000 | ||||
Subsequent Event [Member] | Employment Agreements [Member] | Employees [Member] | |||||
Number of common stock shares issued | 118,500 | ||||
Subsequent Event [Member] | Consulting Agreement [Member] | Consultant [Member] | |||||
Number of common stock shares issued | 250,000 | ||||
Subsequent Event [Member] | Stock Option Cancellation Agreement [Member] | Restricted Stock [Member] | |||||
Number of common stock shares issued | 175,000 | ||||
Number of common stock shares cancelled | 300,000 | ||||
Subsequent Event [Member] | Alpha Holdings, Inc. [Member] | |||||
Gross proceeds from common stock | $ 8,000,000 | ||||
Number of common stock shares issued | 5,333,333 | ||||
Subsequent Event [Member] | Alpha Holdings, Inc. [Member] | On or Before December 15, 2018 [Member] | |||||
Number of common stock shares issued | 4,666,667 | ||||
Subsequent Event [Member] | Alpha Holdings, Inc. [Member] | Stock Purchase Agreement [Member] | |||||
Purchase price per share | $ 1.50 | $ 1.50 | |||
Subsequent Event [Member] | Alpha Holdings, Inc. [Member] | Stock Purchase Agreement [Member] | Maximum [Member] | |||||
Number of common stock shares sold, value | $ 15,000,000 |