Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2019 | Oct. 25, 2019 | Jan. 31, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | ONCOSEC MEDICAL Inc | ||
Entity Central Index Key | 0001444307 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data 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 | $ 47,184,790 | ||
Entity Common Stock, Shares Outstanding | 10,672,928 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 25,147,780 | $ 3,803,627 |
Prepaid expenses and other current assets | 3,359,556 | 1,643,749 |
Investment securities | 23,174,447 | |
Total Current Assets | 28,507,336 | 28,621,823 |
Property and equipment, net | 1,031,129 | 1,265,662 |
Other long-term assets | 353,547 | 358,987 |
Total Assets | 29,892,012 | 30,246,472 |
Current liabilities | ||
Accounts payable and accrued liabilities | 4,217,017 | 4,778,892 |
Accrued compensation related | 676,223 | 1,070,744 |
Note payable | 83,760 | |
Total Current Liabilities | 4,977,000 | 5,849,636 |
Other long-term liabilities | 635,913 | 1,472,630 |
Total Liabilities | 5,612,913 | 7,322,266 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Equity | ||
Common stock authorized - 16,000,000 common shares with a par value of $0.0001, common stock issued and outstanding - 10,633,043 and 5,351,290 common shares as of July 31, 2019 and July 31, 2018, respectively | 1,063 | 535 |
Additional paid-in capital | 177,656,149 | 145,749,189 |
Warrants issued and outstanding - 3,631,953 and 895,805 warrants as of July 31, 2019 and July 31, 2018, respectively | 10,809,724 | 11,271,327 |
Accumulated other comprehensive income (loss) | 169,037 | (16,024) |
Accumulated deficit | (164,356,874) | (134,080,821) |
Total Stockholders' Equity | 24,279,099 | 22,924,206 |
Total Liabilities and Stockholders' Equity | $ 29,892,012 | $ 30,246,472 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2019 | Jul. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 16,000,000 | 16,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 10,633,043 | 5,351,290 |
Common stock, shares outstanding | 10,633,043 | 5,351,290 |
Warrants issued | 3,631,953 | 895,805 |
Warrants outstanding | 3,631,953 | 895,805 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Research and development | 18,445,199 | 17,415,520 |
General and administrative | 11,971,479 | 18,689,839 |
Loss from operations | (30,416,678) | (36,105,359) |
Other income, net | 440,037 | 374,045 |
Interest expense | (3,805) | |
Loss on disposal of property and equipment | (703) | (875,098) |
Warrant inducement expense | (2,465,396) | |
Foreign currency exchange loss, net | (281,473) | (63,878) |
Realized loss on sale of securities, net | (12,134) | |
Loss before income taxes | (30,274,756) | (39,135,686) |
Provision for income taxes | 1,297 | 680 |
Net loss | $ (30,276,053) | $ (39,136,366) |
Basic and diluted net loss per common share | $ (4.29) | $ (9.75) |
Weighted average shares used in computing basic and diluted net loss per common share | 7,053,279 | 4,012,337 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (30,276,053) | $ (39,136,366) |
Foreign currency translation adjustments | 185,061 | (12,404) |
Comprehensive Loss | $ (30,090,992) | $ (39,148,770) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Warrants [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance at Jul. 31, 2017 | $ 216 | $ 93,868,034 | $ 11,775,807 | $ (3,620) | $ (94,944,455) | $ 10,695,982 |
Balance, shares at Jul. 31, 2017 | 2,161,947 | 904,474 | ||||
Exercise of common stock warrants | $ 69 | 14,705,222 | $ (4,705,307) | 9,999,984 | ||
Exercise of common stock warrants, shares | 695,339 | (695,340) | ||||
Exercise of common stock options | $ 3 | 321,142 | 321,145 | |||
Exercise of common stock options, shares | 25,227 | |||||
Common stock issued for employee stock purchase plan | 35,809 | 35,809 | ||||
Common stock issued for employee stock purchase plan, shares | 4,060 | |||||
Stock-based compensation expense | $ 12 | 8,252,503 | 8,252,515 | |||
Stock-based compensation expense, shares | 127,701 | |||||
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 | $ 9 | 825,654 | 825,663 | |||
At-the-market offering program, net of issuance costs of $299,963, shares | 89,731 | |||||
Public offering on October 25, 2017, net of issuance costs of $901,137 | $ 61 | 4,320,446 | $ 2,936,173 | 7,256,680 | ||
Public offering on October 25, 2017, net of issuance costs of $901,137, shares | 607,093 | 491,745 | ||||
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 | 251,571 | |||||
Public offering in February 2018, net of issuance costs of $2,249,169 | $ 154 | 20,750,678 | 20,750,832 | |||
Public offering in February 2018, net of issuance costs of $2,249,169, shares | 1,533,333 | |||||
Cancellation of expired warrants | 1,200,742 | $ (1,200,742) | ||||
Cancellation of expired warrants, shares | (56,645) | |||||
Common stock issued for services | $ 11 | 1,845,940 | 1,845,951 | |||
Common stock issued for services, shares | 106,859 | |||||
Net loss and comprehensive loss | (12,404) | (39,136,366) | (39,148,770) | |||
Balance at Jul. 31, 2018 | $ 535 | 145,749,189 | $ 11,271,327 | (16,024) | (134,080,821) | 22,924,206 |
Balance, shares at Jul. 31, 2018 | 5,351,290 | 895,805 | ||||
Repurchase of fractional shares | (567) | (567) | ||||
Repurchase of fractional shares, shares | (1,456) | |||||
Exercise of common stock warrants | $ 4 | 566,131 | 566,135 | |||
Exercise of common stock warrants, shares | 43,029 | |||||
Common stock issued for employee stock purchase plan | $ 1 | 27,290 | 27,291 | |||
Common stock issued for employee stock purchase plan, shares | 4,688 | |||||
Stock-based compensation expense | $ 5 | 3,364,366 | 3,364,371 | |||
Stock-based compensation expense, shares | 54,755 | |||||
Tax withholdings paid related to net share settlement of equity awards | (32,505) | (32,505) | ||||
Tax withholdings paid on equity awards | (101,480) | (101,480) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 83,246 | 83,246 | ||||
Private placement on October 8, 2018, net of issuance costs of $573,189 | $ 53 | 7,446,758 | 7,446,811 | |||
Private placement on October 8, 2018, net of issuance costs of $573,189, shares | 533,333 | |||||
Private placement on December 6, 2018, net of issuance costs of $304,916 | $ 47 | 6,695,038 | 6,695,085 | |||
Private placement on December 6, 2018, net of issuance costs of $304,916, shares | 466,666 | |||||
Private placement on May 24, 2019, net of issuance costs of $1,025,655 | $ 349 | 6,377,220 | $ 3,599,156 | 9,976,725 | ||
Private placement on May 24, 2019, net of issuance costs of $1,025,655 | 3,492,063 | 2,797,618 | ||||
Private placement, net of issuance costs of $80,575 | $ 61 | 2,439,293 | 2,439,354 | |||
Private placement, net of issuance costs of $80,575, shares | 610,875 | |||||
Cancellation of expired warrants | 4,060,759 | $ (4,060,759) | ||||
Cancellation of expired warrants, shares | (61,470) | |||||
Common stock issued for services | $ 6 | 845,988 | 845,994 | |||
Common stock issued for services, shares | 60,300 | |||||
Modification of equity award | $ 2 | 135,423 | 135,425 | |||
Modification of equity award, shares | 17,500 | |||||
Net loss and comprehensive loss | 185,061 | (30,276,053) | (30,090,992) | |||
Balance at Jul. 31, 2019 | $ 1,063 | $ 177,656,149 | $ 10,809,724 | $ 169,037 | $ (164,356,874) | $ 24,279,099 |
Balance, shares at Jul. 31, 2019 | 10,633,043 | 3,631,953 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | May 24, 2019 | Dec. 06, 2018 | Oct. 08, 2018 | Oct. 25, 2017 | Feb. 28, 2018 | Jul. 31, 2019 | Jul. 31, 2018 |
Statement of Stockholders' Equity [Abstract] | |||||||
Payment of finance and offering costs | $ 1,025,655 | $ 304,916 | $ 573,189 | $ 901,137 | $ 2,249,169 | $ 80,575 | $ 299,963 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Operating activities | ||
Net loss | $ (30,276,053) | $ (39,136,366) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 243,712 | 334,494 |
Loss on disposal of property and equipment | 703 | 875,098 |
Warrant inducement expense | 2,465,396 | |
Amortization of discount on investments | (51,481) | (28,948) |
Stock-based compensation | 3,364,371 | 8,252,515 |
Common stock issued for services | 845,994 | 1,845,951 |
Modification of equity award | 135,425 | |
Foreign currency exchange loss, net | 281,473 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,209,064) | 97,535 |
Other current assets | (357,351) | (593,141) |
Other long-term assets | (9,035) | (49,800) |
Accounts payable and accrued liabilities | (741,444) | 1,427,760 |
Accrued compensation related | (394,521) | 955,903 |
Other long-term liabilities | (836,714) | 331,677 |
Net cash used in operating activities | (29,003,985) | (23,221,926) |
Investing activities | ||
Purchases of property and equipment | (9,882) | (65,156) |
Purchase of investment securities | (25,474,695) | |
Maturity of investment securities | 17,236,000 | 2,250,000 |
Sale of investment securities | 5,977,794 | |
Net cash provided by (used in) investing activities | 23,203,912 | (23,289,851) |
Financing activities | ||
Proceeds from issuance of common stock through ESPP | 27,291 | 35,809 |
Proceeds from issuance of common stock and warrants | 27,897,155 | 32,283,444 |
Payment of financing and offering costs | (1,159,180) | (3,575,699) |
Proceeds from exercise of options | 566,135 | 321,145 |
Proceeds from exercise of warrants | 9,999,983 | |
Principal payments on note payable | (81,577) | |
Tax withholdings paid on equity awards | (101,480) | |
Tax withholdings paid related to net share settlement of equity awards | (32,505) | (181,550) |
Tax shares sold to pay for tax withholdings on equity awards | 83,246 | |
Repurchase of fractional shares | (567) | |
Net cash provided by financing activities | 27,198,518 | 38,883,132 |
Effect of exchange rate changes on cash | (54,292) | (12,404) |
Net increase (decrease) in cash | 21,344,153 | (7,641,049) |
Cash and cash equivalents, at beginning of year | 3,803,627 | 11,444,676 |
Cash and cash equivalents, at end of year | 25,147,780 | 3,803,627 |
Supplemental disclosure for cash flow information: | ||
Interest | 3,253 | |
Income taxes | 1,700 | 680 |
Noncash investing and financing transactions: | ||
Expiration of warrants | 4,060,759 | 1,200,742 |
Amounts accrued for offering costs | 200,000 | 45,000 |
Note issued for insurance premium | $ 185,990 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jul. 31, 2019 | |
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. 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 late-stage biotechnology company focused on designing, developing and commercializing innovative therapies and proprietary medical approaches to stimulate and guide an anti-tumor immune response for the treatment of cancer. Its core platform technology, ImmunoPulse®, is a drug-device therapeutic modality comprised of a proprietary intratumoral electroporation (“EP”) 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. The Company’s lead product candidate is a DNA-encoded interleukin-12 (“IL-12”), called tavokinogene telseplasmid (“TAVO”). The ImmunoPulse® EP platform is used to deliver TAVO intratumorally, 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 2017, the Company received Fast Track designation and Orphan Drug 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) in melanoma, triple negative breast cancer (“TNBC”), and squamous cell head and neck (“SCCHN”). KEYNOTE-695 targets melanoma patients who are definitive anti-PD-1 non-responders. 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 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 is the study sponsor and is responsible for external costs. The KEYNOTE-695 study is currently enrolling and treating patients and the Company plans to complete enrollment in this study first half 2020. This study is a registration-directed, Phase 2b open-label, single-arm, multicenter study in the United States, Canada, Australia and Europe. In May 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 is the study sponsor and is responsible for external costs. The KEYNOTE-890 study is currently enrolling and treating patients. The Company plans to complete enrollment in fourth quarter 2019 and provide interim preliminary data from this study at the San Antonio Breast Cancer Symposium (“SABCS”) in December 2019. The study is a Phase 2 open-label, single-arm, multicenter study in the United States and Australia. OMS-131 is an investigator-initiated clinical trial conducted by the University of California San Francisco Helen Diller Family Comprehensive Cancer Center. This study targets patients with SCCHN and is a single-arm open-label clinical trial in which 35 evaluable patients will receive TAVO, KEYTRUDA® and epacadostat. OMS-131 is currently enrolling and treating patients. In June 2019, the Company entered into a collaboration with Dana-Farber Cancer Institute (“DFCI”), a world-leading cancer research and treatment institution, and The Marasco Laboratory, a cutting-edge CAR T-cell research laboratory led by Wayne Marasco, M.D., Ph.D., a renowned cancer immunology researcher, to develop CAR T-cell therapies for triple-negative breast cancer and ovarian cancer. The Company intends to continue to pursue other ongoing or potential new trials and studies related to TAVO, in various tumor types. In addition, the Company is also developing its next-generation EP 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 EP. Specifically, the Company is developing a new, propriety technology to potentially treat liver, lung, bladder, pancreatic and other difficult to treat visceral lesions through the direct delivery of plasmid-based IL-12 with a new Visceral Lesions Applicator (“VLA”). The VLA has been designed to work with the Company’s recently announced generator, APOLLO, to leverage plasmid-optimized EP, enhancing the depth and frequency of transfection of immunologically relevant genes into cells located in deep visceral lesions. Using its next-generation technology, the Company’s goal is to reverse the immunosuppressive mechanisms of a tumor, as well as to expand its pipeline. The Company believes that the flexibility of its propriety plasmid-DNA technology allows the Company to deliver other immunologically relevant molecules into the tumor microenvironment in addition to the delivery of plasmid-DNA encoding for IL-12. In March 2019, the Company had a poster presentation at the 2019 America Association for Cancer Research (“AACR”) where it presented pre-clinical data regarding its new anti-tumor product candidate, which will amplify the power of intratumoral IL-12 through the addition of both CXCL9, a critical T cell chemokine, and anti-CD3, a membrane bound pan T cell stimulator. These other immunologically relevant molecules may complement IL-12’s activity by limiting or enhancing key pathways associated with tumor immune subversion. The Company has established a collaboration with Emerge Health Pty (“Emerge”), the leading Australian company providing full registration, reimbursement, sales, marketing and distribution services of therapeutic products in Australia and New Zealand, to commercialize TAVO and plan to make it available under Australia’s Special Access Scheme (“SAS”) in 2019. As a specialized Australian pharmaceutical company focused on the marketing and sales of high-quality medicines to the hospital sector, Emerge has previously made numerous other products successfully available under Australia’s SAS. Reverse Stock Split On May 20, 2019, the Company effected a one-for-ten reverse stock split of its authorized and outstanding common stock. All share and per share information has been retroactively adjusted to reflect the reverse stock split. The par value was not adjusted as a result of the reverse stock split. Reclassifications Certain amounts in the accompanying consolidated statement of operations for the year ended July 31, 2018 have been reclassified to conform to the year ended July 31, 2019 presentation, but there was no effect on net loss for the year ended July 31, 2018. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, OncoSec Medical Australia PTY LTD. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 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 may differ 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 held to maturity are recorded at amortized cost based on the Company’s intent and ability to hold these securities to maturity. Management evaluates whether 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 and notes payable 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, 2019 and 2018. 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 are securities held to maturity. The fair values of securities held to maturity are obtained using an independent third-party financial institution. 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, 2019 and 2018, 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, 2019 July 31, 2018 Stock options 921,572 891,252 Restricted stock units 77,956 64,750 Warrants 3,631,953 895,805 Total 4,631,481 1,851,807 Stock-Based Compensation The Company grants equity-based awards (typically stock options or restricted stock units) under its stock-based compensation plan and outside of its stock-based compensation plan, with terms generally similar to the terms under the Company’s stock-based compensation plan. The Company estimates the fair value of stock option awards using the Black-Scholes option valuation model. For employees, directors and consultants, the fair value of the award is measured on the grant date. Prior to the adoption of ASU 2018-07 on August 1, 2018, the fair value of the award for non-employees was generally re-measured on vesting dates and interim financial reporting dates until the service period was 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. 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. Foreign Currency Translation The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary is the Australian dollar. Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign currency exchange gain (loss), net” on the Company’s consolidated statements of operations. Accumulated 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 wholly-owned Australian 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 41.0 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 “Income Taxes” 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 had no impact on the Company’s consolidated financial statements for the year ended July 31, 2018. The effects of the 2017 Tax Act did not have a significant impact on the Company’s consolidated financial statements for the year ended July 31, 2019. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”), which supersedes previous lease accounting guidance (Topic 840) and 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. ASU 2016-02 also requires expanded financial statement disclosures on leasing activities. These changes will become effective for the Company on August 1, 2019. In adopting ASC 842, the new standard provides for several optional practical expedients in transition. The Company will adopt ASC 842 using the following practical expedients: ● The optional transition method set forth in ASU 2018-11 in connection with the adoption of ASC 842 on August 1, 2019. As a result, the effects of applying the new standard will be recognized as a cumulative-effect adjustment to the opening balance of retained earnings without recasting comparative periods. ● The “package of practical expedients”, which permits the Company not to reassess under the new standard prior conclusions on lease identification, lease classification and initial direct costs ● The practical expedient not to separate lease and non-lease components within the lease and account for all lease components as a single lease component The Company has estimated the impact of right-to-use assets and liabilities on the consolidated balance sheet related to operating leases of approximately $1.4 million and $2.1 million, respectively, which will represent a material increase to its total assets and liabilities. The adoption of ASC 842 is not expected to result in significant changes to its statements of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (“ASU 2016-15”) In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718) (“ASU 2017-09”), 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 (“ASU 2018-07”) |
Going Concern and Managements P
Going Concern and Managements Plans | 12 Months Ended |
Jul. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Managements Plans | Note 3—Going Concern and Managements Plans The Company has sustained losses in all reporting periods since inception, with an inception-to date-loss of $164.4 million as of July 31, 2019. These losses are expected to continue for an extended period of time. Further, the Company has never generated any cash from its operations and does not expect to generate such cash in the near term. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the financial statements are issued. As of July 31, 2019, the Company had cash and cash equivalents of $25.1 million, which consisted of cash of $6.0 million and cash equivalents of $19.1 million. Cash flows from financing activities continued to provide the primary source of the Company’s liquidity. Net cash provided by financing activities was $27.2 million during the year ended July 31, 2019, which was primarily attributable to the net proceeds received from the Alpha Holdings agreement and the May 2019 offering (See Note 7). The Company currently estimates its monthly working capital requirements to be approximately $2.5 million, although the Company may modify or deviate from this estimate and it is likely that the Company’s actual operating expenses and working capital requirements will vary from its estimate. Based on these expectations regarding future expenses, rate of consumption, as well as its current cash levels, the Company believes its cash resources are insufficient to meet the Company’s anticipated needs for the 12 months following the issuance of this report. The Company recognizes it will need to raise 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. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to scale back its operations. |
Investment Securities
Investment Securities | 12 Months Ended |
Jul. 31, 2019 | |
Schedule of Investments [Abstract] | |
Investment Securities | Note 4—Investment Securities The Company did not have any investment securities on its consolidated balance sheet as of July 31, 2019. The amortized cost, gross unrealized gains and losses, and fair value of securities held to maturity are as follows as of July 31, 2018 : 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 During the year ended July 31, 2019, the Company sold investments, categorized as held to maturity, with a net carrying amount of $5,989,928 for gross proceeds of $5,977,794 and realized a loss of $12,134. The sale of the securities was suggested by the Company’s investment advisors and the event is isolated. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Jul. 31, 2019 | |
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, 2019 July 31, 2018 Equipment and furniture $ 1,859,824 $ 1,873,880 Computer software 109,242 109,242 Leasehold improvements 21,934 12,054 Property and equipment, gross 1,991,000 1,995,176 Accumulated depreciation and amortization (959,871 ) (729,514 ) Total $ 1,031,129 $ 1,265,662 Depreciation and amortization expense recorded for the years ended July 31, 2019 and 2018 was approximately $244,000 and $334,000, respectively. In conjunction with the move to a new facility, the Company wrote off approximately $860,000 in property and equipment during the year ended July 31, 2018. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: July 31, 2019 July 31, 2018 Research and development costs $ 2,380,215 $ 3,801,211 Professional services fees 1,702,886 770,853 Other 133,916 206,828 Total $ 4,217,017 $ 4,778,892 Accrued Compensation Accrued compensation is comprised of the following: July 31, 2019 July 31, 2018 Separation costs $ 495,004 $ 840,320 Accrued payroll 181,219 215,937 401K payable - 14,487 Total $ 676,223 $ 1,070,744 Other Long-Term Liabilities Other long-term liabilities are comprised of the following: July 31, 2019 July 31, 2018 Deferred rent $ 635,913 $ 1,101,222 Separation costs - 371,408 Total $ 635,913 $ 1,472,630 |
Note Payable
Note Payable | 12 Months Ended |
Jul. 31, 2019 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 6 – Note Payable On March 22, 2019, the Company entered into a finance agreement with First Insurance Funding (“FIF”). Pursuant to the terms of the agreement, FIF loaned the Company the principal amount of $185,990, which would accrue interest at 6.25% per annum, to partially fund the payment of the premium of the Company’s Director & Officer insurance. The agreement requires the Company to make nine monthly payments of $21,207, including interest starting on April 18, 2019. At July 31, 2019, the outstanding balance related to this finance agreement was $83,760. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7—Stockholders’ Equity Reverse Stock Split On May 20, 2019, the Company effected a one-for-ten reverse stock split of its authorized and outstanding common stock. Under Nevada law, and in accordance with NRS Section 78.207, the split was approved by the Board of Directors of the Company and shareholder approval was not required. Pursuant to this reverse stock split, the total number of authorized common shares was reduced from 160,000,000 to 16,000,000 shares and the number of common shares outstanding was reduced from 71,216,082 shares to 7,121,594 shares (which reflects adjustments for fractional share settlements). The par value was not adjusted as a result of the reverse stock split. All applicable share and per share information contained in these consolidated financial statements has been retroactively adjusted to reflect the reverse stock split. May 2019 Offering On May 24, 2019, the Company completed the offer and sale of an aggregate of 3,492,063 shares of its common stock, together with 3,492,063 accompanying warrants to purchase an aggregate of 2,619,047 shares of its common stock, at a combined purchase price of $3.15 per share of common stock and warrant. The warrants have an exercise price of $3.45 per full share, became exercisable on May 24, 2019 and expire on May 24, 2024. The gross proceeds of the offering were approximately $11.0 million, and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid by the Company, were approximately $10.0 million. In connection with the offering, the Company paid the placement agent (i) a cash fee equal to 6.5% of the gross proceeds of the offering, as well as legal and other expenses equal to $90,000. In addition, pursuant to the underwriting agreement, the Company granted the underwriters an option, exercisable for 45 days, to purchase up to an additional 523,809 shares of its common stock (the “Option Shares”) and/or warrants to purchase up to 392,857 shares of common stock (the “Option Warrants”). On May 24, 2019, the underwriters partially exercised their option and purchased 238,095 Option Warrants to purchase an aggregate of 178,571 shares of the company’s common stock, at a purchase price of $0.01 per warrant before underwriting discounts, or $2,381. The Option Warrants have an exercise price of $3.45 per share, became exercisable on May 24, 2019 and expire on May 24, 2024. 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 $3.6 million (based on the Black-Scholes option valuation model assuming no dividend yield, a 5.0 year life, volatility of 82.99% and a risk-free interest rate of 2.12%). The Company completed an evaluation of these warrants and determined they should be classified as equity within the accompanying consolidated balance sheets. Aspire Capital On March 29, 2019, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC, (“Aspire Capital”) pursuant to which the Company agreed to issue and sell to Aspire Capital shares of its common stock equal to an aggregate amount of up to $20.0 million at the Company’s request from time to time during a 30-month period. The Company filed with the Securities and Exchange Commission a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 registering all the shares of common stock that have been offered to Aspire Capital from time to time. In consideration for entering into the Purchase Agreement, the Company issued to Aspire Capital 120,201 shares of the Company’s common stock which represented 3% of the aggregate commitment. Under the Purchase Agreement, on any trading day selected by the Company, the Company had the right, in its sole discretion, to present Aspire Capital with a purchase notice, directing Aspire Capital to purchase up to 30,000 shares of the Company’s common stock per business day, up to $20.0 million of the Company’s common stock in the aggregate at a per share price equal to the lesser of: ● the lowest sale price of the Company’s common stock on the purchase date; or ● the arithmetic average of the three (3) lowest closing sale prices for the Company’s common stock during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date. Upon execution of the Purchase Agreement, the Company agreed to sell to Aspire Capital 400,674 shares of common stock for total proceeds, before expenses, of $2,000,000. Additionally, in April 2019, the Company sold a total of 90,000 shares of its common stock to Aspire Capital resulting in the Company receiving total proceeds, before expenses, of approximately $520,000 in cash. There were no underwriting or placement agent fees associated with the offering. On May 27, 2019, the Company terminated the Purchase Agreement. 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 $15.00 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 533,333 shares of common stock. There were no underwriting or placement agent fees associated with the offering. On December 6, 2018, the Company received total proceeds, before expenses, of $7.0 million in cash from the offering and issued Alpha Holdings 466,667 shares of common stock. There were no underwriting or placement agent fees associated with the offering. Controlled Equity Offering Sales Agreement On November 2, 2018, the Company entered into a controlled equity offering sales agreement (“Sales Agreement”) with Cantor Fitzgerald & Co, regarding an at-the-market offering, pursuant to which the Company may, from time to time, issue and sell shares of common stock having an aggregate offering price of up to $30.0 million. The Company is not obligated to make any sales of shares under the Sales Agreement. The Company did not make any sales of shares under the Sales Agreement. On May 27, 2019, the Company terminated the Sales Agreement. Common Stock Option Exercise During the year ended July 31, 2019, shares of common stock issued related to option exercises totaled 43,029. The Company realized proceeds of $0.6 million from the stock option exercises. February 2018 Offering On February 6, 2018, the Company completed a follow-on public offering, selling 1,333,333 shares at an offering price of $15.00 per share. Additionally, the underwriters exercised in full their over-allotment option to purchase an additional 200,000 shares at an offering price of $15.00 per share. Aggregate gross proceeds from this follow-on public offering, including the exercise of the over-allotment option, were approximately $23.0 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 550,964 shares of the Company’s common stock at an exercise price of $16.90 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 137,741 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 $22.60 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 113,830 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, 527,093 shares of its common stock and, in a concurrent private placement offering, warrants to purchase an aggregate of up to 395,320 shares of its common stock, all at a purchase price of $13.4375 per share. The warrants have an initial exercise price of $12.50 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 31,625 shares of its common stock. The warrants issued to the placement agent are exercisable at an exercise price of $16.80 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 80,000 shares of its common stock and warrants to purchase up to 60,000 shares of its common stock, all at a purchase price of $13.4375 per share and associated warrant. The warrants have an initial exercise price of $12.50 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 4,800 shares of its common stock. The warrants issued to the placement agent are exercisable at an exercise price of $16.80 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 89,731 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, 2019, the Company had outstanding warrants to purchase 3,631,953 shares of its common stock, with exercise prices ranging from $3.45 to $45.00, all of which were classified as equity instruments. These warrants expire at various dates between November 2019 and May 2024. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8—Stock-Based Compensation 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 750,000 shares 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) 100,000 shares; or (iii) such lesser number of shares as determined by the Company’s Board of Directors. As of July 31, 2019, there were an aggregate of 950,000 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 50,000 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. Modification of Award On August 22, 2018, the Company entered into a stock option cancellation agreement with an individual. As per the terms of the agreement, 30,000 fully vested stock options were cancelled. On August 22, 2018, the Company issued 17,500 shares of restricted common stock. Upon modification, it is required under ASC 718 to analyze the fair value of the instruments, before and after the modification, recognizing the increase as a charge to the statement of operations. The Company computed the fair value of the cancelled award and compared the fair value to that of the restricted stock award. The Company recorded the excess of the fair value of the restricted stock award over the fair value of the cancelled award, or $135,425, to compensation costs with an offsetting entry to common stock and additional paid in capital on the date of the modification. Cancellation of Award On October 23, 2018, the Company entered into stock option cancellation agreements with two consultants. As per the terms of the agreements, an aggregate of 53,500 stock options were cancelled. The consultants were not issued replacement awards under the cancellation agreements. Under ASC 718, a cancellation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award or other valuable consideration shall be accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost shall be recognized at the cancellation date. The Company recorded unrecognized compensation of the cancelled awards, or $377,278, to compensation costs with an offsetting entry to additional paid in capital on the date of the cancellation. Stock Options During the year ended July 31, 2019, the Company granted options to purchase 154,249, 77,500 and 1,000 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 $2.57 to $15.80. The stock options issued to directors have a 10-year term, vest over a period ranging from one to three years and have exercise prices ranging from $5.80 and $8.42. The stock options issued to consultants have ten-year terms, vest in accordance with the terms of the applicable consulting agreement and have an exercise price of $6.26. During the year ended July 31, 2019, the Company granted options to purchase 20,000 and 50,000 shares of its common stock to employees and consultants outside the 2011 Plan. The stock options issued to employees have a ten-year term, vest over three years, and have an exercise price of $16.40. 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 $8.47 and $14.30. During the fiscal year ended July 31, 2018, the Company granted options to purchase 528,150, 30,000 and 70,500 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 $9.20 to $18.60. 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 $9.79 to $19.40. 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 $10.00 to $18.80. During the year ended July 31, 2018, the Company granted its President and Chief Executive Officer, Mr. Daniel J. O’Connor, options to purchase 250,000 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 100,000 shares vested upon stockholder approval and options on 100,000 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 50,000 shares of the Company’s common stock, which is subject to vesting as to options on 25,000 shares on the date of the Company’s achievement of 100% enrollment in the first cohort of its KEYNOTE-695 study and as to the remaining options on 25,000 shares in one installment on the one-year anniversary of the date of achievement of such enrollment. The Company accounts for stock-based compensation based on the fair value of the stock-based awards granted and records forfeitures as they occur. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that vest over their requisite service period, based on the vesting provisions of the individual grants. 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. Prior to the adoption of ASU 2018-07, stock-based compensation expense related to stock options granted to consultants in which the options were not entirely vested at the grant date were 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, 2019 Year Ended July 31, 2018 Expected term (years) 5.00–6.50 years 5.00–6.50 years Risk-free interest rate 1.74 -3.09 % 1.66 – 2.90 % Volatility 72.88 – 83.87 % 73.24 –91.99 % 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, non-employees and directors. Prior to the adoption of ASU 2018-07, the Company’s estimation of the expected term for stock options granted to parties other than employees or directors was 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, 2019 and 2018: Weighted Average Exercise Options Price Outstanding - July 31, 2017 363,941 $ 19.40 Granted 628,650 $ 13.80 Exercised (25,227 ) $ 12.70 Forfeited/Cancelled/Expired (76,112 ) $ 26.60 Outstanding - July 31, 2018 891,252 $ 15.00 Granted 302,749 $ 7.88 Exercised (43,029 ) $ 13.16 Forfeited/Cancelled (228,700 ) $ 15.32 Expired (700 ) $ 57.60 Outstanding – July 31, 2019 921,572 $ 12.63 Exercisable – July 31, 2019 633,727 $ 14.12 As of July 31, 2019, the total intrinsic value of options outstanding and exercisable was approximately $0 and $0, respectively. As of July 31, 2019, the Company has approximately $1.7 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of approximately 1.49 years. Stock-based compensation expense recorded in the Company’s consolidated statements of operations for the year ended July 31, 2019 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $2.9 million. Of this balance, $1.2 million was recorded to research and development and $1.7 million was recorded in general and administrative in the Company’s consolidated statement of operations for the year ended July 31, 2019. 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. The weighted-average grant date fair value of stock options granted during the year ended July 31, 2019 was $5.29. The weighted-average grant date fair value of stock options granted during the year ended July 31, 2018 was $12.40. Restricted Stock Units In December 2018, the Company granted its President and Chief Executive Officer 75,000 restricted stock unit awards (“RSUs”). The units vest as follows: 6,250 units vested on January 31, 2019, and the remaining 68,750 units vest in equal quarterly installments of 6,250 units beginning on April 30, 2019 and ending on October 31, 2021. The closing price of the Company’s common stock on the date of grant was $6.00 per share, which is the fair market value per unit of the RSUs. In October 2018, the Company granted 5,000 RSUs to an employee. The units vest as follows: 1,250 units vested on October 29, 2018, and the remaining 3,750 units vest according to the following vesting schedule: 1,250 units on October 29, 2019, 1,250 units on October 29, 2020 and 1,250 units on October 29, 2021. The closing price of the Company’s common stock on the date of grant was $16.40 per share, which is the fair market value per unit of the RSUs. On October 26, 2018, in accordance with a severance agreement with an employee, the Company’s Board of Directors approved the accelerated vesting of 25% of the outstanding RSUs held by the employee. The RSUs, which originally vest on the third anniversary of the grant date, or March 29, 2020, were accelerated to vest on October 26, 2018. As per ASC 718, on the date of the modification the Company reversed the previously accrued expense on the unvested RSUs of $63,278 and recognized the fair value of the modified grant of $44,250 on the date of the modification. For the year ended July 31, 2019, the Company recorded approximately $0.4 million in stock-based compensation related to RSUs, which is reflected in the consolidated statements of operations. As of July 31, 2019, there were 77,956 RSUs outstanding. In February 2018, the Company granted an aggregate of 30,000 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 $16.40 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 3,500 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 $15.90 per share, which is the fair market value per unit of the RSUs. In July 2018, the Company granted 62,500 restricted stock unit awards (“RSUs”) to the Company’s current CFO. The units vest as follows: 31,250 units vested on July 16, 2018, and the remaining 31,250 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 $13.40 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 64,750 RSUs outstanding. Shares Issued to Consultants During the year ended July 31, 2019, 60,300 shares of common stock valued at $857,730 were issued to consultants for services. The common stock share values were based on the dates the shares were granted. The Company recorded compensation expense relating to the share issuances of $845,994 during the year ended July 31, 2019. During the year ended July 31, 2018, 106,859 shares of common stock valued at $1,845,951, respectively, were issued to consultants for services. The common stock share values were based on the dates the shares vested. The Company recorded compensation expense relating to the share issuances of $1,845,951 during the year ended July 31, 2018. 2015 Employee Stock Purchase Plan Under the Company’s 2015 Employee Stock Purchase Plan (“ESPP”), the Company is authorized to issue 50,000 shares of the Company’s common stock. The first offering period under the ESPP ended on July 31, 2016, with 1,778 shares purchased and distributed to employees. The second offering period under the ESPP ended on January 31, 2017, with 1,863 shares purchased and distributed to employees, and the third offering period under the ESPP ended on July 31, 2017, with 2,164 shares purchased and distributed to employees. The fourth offering period under the ESPP ended on January 31, 2018, with 1,896 shares purchased and distributed to employees, and the fifth offering period under the ESPP ended on July 31, 2018, with 1,207 shares purchased and distributed to employees. The sixth offering period under the ESPP ended on January 31, 2019, with 1,428 shares purchased and distributed to employees, and the seventh offering period under the ESPP ended on July 31, 2019, with 2,053 shares purchased and distributed to employees. At July 31, 2019, there were 37,608 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, 2019, the following assumptions were used: six-month maturity, 2.22% risk free interest, 61.83% volatility, 0% forfeitures and $0 dividends. For the six-month offering period ended July 31, 2019, the following assumptions were used: six-month maturity, 2.46% risk free interest, 126.35% volatility, 0% forfeitures and $0 dividends. 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. Approximately $12,000 and $16,000 was recorded as stock-based compensation during the years ended July 31, 2019 and 2018, respectively. Common Stock Reserved for Future Issuance The following table summarizes all common stock reserved for future issuance at July 31, 2019: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 921,572 Common Stock reserved for restricted stock unit release 77,956 Common Stock authorized for future grant under the 2011 Plan 93,185 Common Stock reserved for warrant exercise 3,631,953 Commons Stock reserved for future ESPP issuance 37,608 Total common stock reserved for future issuance 4,762,274 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9—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 statements of operations for the year ended July 31, 2019 and 2018. The Company is subject to taxation in the United States, various states and in Australia. The Company’s tax years for 2007 and forward, 2010 and forward and 2017 and forward are subject to examination by the United States federal tax authorities, California tax authorities and New Jersey tax authorities, respectively, due to the carry forward of unutilized net operating losses and research and development credits. At July 31, 2019, the Company had federal, New Jersey and California net operating loss carryforwards of approximately $129 million, $38 million and $119 million, respectively. In addition, the Company has federal and California research and development tax credit carryforwards of approximately $1.74 million and $1.92 million, respectively. The Company also has California Hiring Credits of approximately $9,300. The federal net operating loss, research tax credit carryforwards and New Jersey and California net operating loss carryforwards will begin to expire in 2029 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 $1.7 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, 2019 and 2018 are listed below: 2019 2018 Net operating loss carryforwards $ 35,361,000 $ 28,313,000 Credits 3,257,000 2,408,000 Start-up costs 23,000 24,000 Accumulated depreciation 122,000 162,000 Option and stock awards 4,825,000 5,703,000 Other 241,000 591,000 Net deferred tax assets 43,829,000 37,201,000 Valuation allowance for deferred tax assets (43,829,000 ) (37,201,000 ) Net deferred taxes $ - - A valuation allowance of $43.8 million and $37.2 million at July 31, 2019 and 2018, respectively, has been recognized to offset the net deferred tax assets as realization of such assets is uncertain. The valuation allowance increased by $6.6 million and decreased by $0.8 million for the years ended July 31, 2019 and 2018, respectively. A reconciliation of income taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2019 2018 Federal tax benefit at the expected statutory rate 21.00 % 26.47 % State income tax, net of federal tax benefit (0.01 )% 0.00 % Non-deductible expenses (0.46 )% (2.53 )% Impact of federal rate change 0.00 % (32.14 )% Impact of rate change on valuation allowance 0.00 % 32.14 % Change in valuation allowance (21.32 )% (24.72 )% Other 0.79 % 0.78 % Income tax benefit - effective rate (0.00 )% (0.00 )% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10—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 no longer serves as President of the Company, but remained as a member of the Board of Directors. The Company and Mr. Dhillon 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, 2019 and 2018, the Company had an accrued liability of $368,369 and $828,403, respectively, remaining 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 / Chief Operating Officer (the “CFO / COO”) 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 62,500 restricted stock units convertible into shares of the Company’s common stock. The units vest as follows: 31,250 units vested on July 16, 2018 (date of grant), and the remaining 31,250 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, 2019 and 2018, the Company had an accrued liability of $9,364 and $300,000, respectively, remaining under the agreement. On October 26, 2018, the Company and an employee entered into a separation and release agreement in connection with the employee’s termination of employment with the Company. Pursuant to the agreement, the Company will pay the former employee severance compensation of $415,000, less applicable withholdings, in the form of salary and bonus continuation in accordance with the Company’s customary payroll practices. In addition, the Company agreed to pay the cost of health insurance for 12 months from the date of separation and accelerate the vesting of 2,500 RSUs. On October 26, 2018, the Company recorded a liability of $451,112 on its consolidated balance sheet, and the offsetting charge was recorded in research and development expense as salary expense. As of July 31, 2019, the Company had an accrued liability of $117,271 remaining under the agreement. Lease Agreements On February 14, 2018, the Company entered into a lease agreement MawIt Inc., 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 was to expire on April 30, 2020. In November 2018, the Company entered into an amended lease agreement for the addition of approximately 2,800 rentable square feet. The term of the amended lease commenced on January 15, 2019 and expires on December 31, 2020. Base rent under the amended lease agreement is $11,686 per month for each of the first two months, $11,929 per month for each of the third through fifteenth months and $12,173 per month for each of the sixteenth through twenty-three months. The Company prepaid rent of approximately $60,000 as per the terms of the amended agreement. 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 $23,372. In March 2018, the Company entered into a Lease Assignment Agreement (the “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 as of July 31, 2019 and 2018. In conjunction with the Lease Assignment Agreement, the Company and Vividion also entered into a sublease (the “Sublease”), with respect to the 12,442 square-foot location at 3565 General Atomics Court, Suite 100, San Diego, CA, 92121 leased by Vividion from Landlord which serves as the Company’s California office (the “Sublease Premise”). Under the Sublease, the Company shall pay to Vividion base rent of $49,768 per month subject to an annual 3% increase, (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, of which $0.6 million is remaining as of July 31, 2019. The deferred rent liability associated with the lease/sublease are being amortized on a straight-line basis over their respective remaining term. The Company has also entered into lease arrangements for vivarium space in San Diego, California to support the Company’s research and development department. Total rent expense for the years ended July 31, 2019 and 2018 was approximately $0.8 million and $1.4 million, respectively. The Company believes its current facilities are adequate to meet its current operating needs and will remain adequate for the foreseeable future. At July 31, 2019, future minimum lease payments under the Company’s non-cancelable operating leases are as follows: Year Ending July 31, 2019 Operating Lease 2020 $ 1,356,000 2021 308,000 Total minimum payments $ 1,664,000 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jul. 31, 2019 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Note 11—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 $94,000 and $111,000 for the fiscal years ended July 31, 2019 and 2018, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12—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 related to the sublease as of July 31, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13—Subsequent Events Strategic Transaction Overview On October 10, 2019, the Company announced that it entered into a strategic transaction (the “Transaction”) with Grand Decade Developments Limited, a direct, wholly-owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited, a company formed under the laws of the British Virgin Islands (“CGP”), and its affiliate, Sirtex Medical US Holdings, Inc., a Delaware corporation (“Sirtex”). Pursuant to stock purchase agreements entered into between the parties pursuant to the Transaction, the Company will receive a $30 million equity investment from CGP and its affiliate Sirtex at $2.50 per share. Upon closing of the Transaction, CGP and Sirtex together will hold approximately 53% of the Company’s outstanding common stock and will be entitled to three of nine seats on the Company’s Board of Directors. The closing of the stock purchase is subject to stockholder approval and other customary closing conditions (the “Closing”). Whether or not Closing occurs, but subject to certain conditions on effectiveness described below, the Company (1) will grant CGP and its affiliates an exclusive license to develop, manufacture, commercialize, or otherwise exploit current and future products, including TAVO™ and the Company’s new Visceral Lesion Applicator (“VLA”), in Greater China and 35 other Asian countries (the “Territory”) for which CGP will pay the Company up to 20% royalties on the net sales of such products in the Territory and (2) will engage Sirtex to support and assist the Company with pre-marketing activities for TAVO and VLA in exchange for low single-digit royalties on TAVO and VLA net sales outside the Territory. Purchase Agreements On October 10, 2019, the Company entered into Stock Purchase Agreements (the “Purchase Agreements”) with each of CGP and Sirtex pursuant to which the Company agreed to sell and issue to CGP and Sirtex 10,000,000 shares and 2,000,000 shares, respectively, of the Company’s common stock at a purchase price of $2.50 per share. The Purchase Agreements may be terminated if the Closing does not occur on or before March 31, 2020, or earlier as described further in the Purchase Agreements. In addition, pursuant to the Purchase Agreements, beginning on the date of the Closing and ending on the first anniversary thereof (the “Option Period”), the Company granted to CGP an option to make an offer to acquire the remaining outstanding common stock of the Company at a purchase price per share equal to the greater of (a) $4.50 or (b) 110% of the last closing stock price for the common stock on the date prior to CGP delivering written notice to the Company of its intent to exercise such option along with a proposal on all other material terms. The Purchase Agreements contain customary representations and warranties as well as certain operating covenants applicable to the Company until the Closing. Additionally, the shares are subject to a lock-up provision restricting the sale or disposition of the shares for a period of six-months following the Closing and a standstill provision prohibiting certain actions by CGP and Sirtex during the Option Period. In addition, upon the Closing, the Stockholders Agreements and Registration Rights Agreements between the Company and each of CGP and Sirtex will become effective (all described further below). License Agreement Concurrently with the execution and delivery of the Purchase Agreements, the Company and CGP entered into a License Agreement (the “License Agreement”), which will become effective upon the earlier of (a) the Closing and (b) the termination of the applicable Purchase Agreement by the Company (other than due to CGP’s material breach). Pursuant to the License Agreement, the Company, among other things, granted CGP and its affiliates an exclusive, sublicensable, royalty-bearing license to develop, manufacture, commercialize, or otherwise exploit the Company’s current and future products, including TAVO™ and the Company’s new Visceral Lesion Applicator (“VLA”), in the following territories: China Mainland, Hong Kong, Macau, Taiwan, Armenia, Azerbaijan, Bahrain, Bangladesh, Bhutan, Brunei, Burma, Cambodia, East Timor, Georgia, India, Indonesia, Jordan, Kazakhstan, Kuwait, Kyrgyzstan, Laos, Malaysia, Mongolia, Nepal, Oman, Pakistan, Papua New Guinea, Philippines, Qatar, Saudi Arabia, Singapore, South Korea, Sri Lanka, Tajikistan, Thailand, Turkmenistan, United Arab Emirates, Uzbekistan and Vietnam (the “Territory”). Under the terms of the License Agreement, CGP will pay the Company up to 20% royalties on the net sales (as defined in the License Agreement) of such products in the Territory during the applicable Royalty Term (as defined in the License Agreement). Services Agreement In addition, the Company and Sirtex entered into a Services Agreement (the “Services Agreement”) which will become effective upon the earlier of (a) the Closing and (b) the termination of the applicable Purchase Agreement by the Company (other than due to Sirtex’s material breach). Pursuant to the Services Agreement, the Company agreed, among other things, to pay Sirtex low single-digit royalties on the Net Sales (as defined in the Services Agreement) of all Products (defined as TAVO and VLA products and their accompanying generators, and any products (including, for clarity, combination products) incorporating or including such products and their accompanying generators), in all countries other than those in the Territory. In exchange for the royalty fee, Sirtex will provide the Company with certain services for these products, including key opinion leader management and engagement services, voice of customer (VOC) services, development of a go to market strategy, and pricing, reimbursement and market access services. Stockholder Agreements Concurrently with the execution and delivery of the Purchase Agreements, the Company, CGP, and Sirtex entered into Stockholders Agreements (the “Stockholders Agreements”), to be effective upon the Closing, pursuant to which, among other things, CGP and Sirtex will have the option to nominate a combined total of three (3) members to the Board of Directors, initially at the Closing, and thereafter at every annual meeting of the stockholders of the Company in which directors are generally elected, including at every adjournment or postponement thereof. CGP will also have the option to nominate two (2) independent directors to the Company’s Board of Directors if any independent director currently serving on the Board of Directors ceases to serve as a director of the Company for any reason, provided that the independent director nominee shall be satisfactory to a majority of the independent directors of the Company. If either CGP or Sirtex beneficially owns less than 40% of the shares acquired pursuant to the Purchase Agreements, either (as applicable) shall have the right to nominate members to the Board of Directors in proportion with their ownership of the issued and outstanding common stock. In addition, CGP and Sirtex will have certain rights of participation in future financings as well as a right of first refusal related to future potential transactions. The Stockholders Agreements implement a 70% supermajority approval by the Board of Directors for certain actions, as well as stockholder consent rights for CGP, all of which are conditioned upon CGP and Sirtex maintaining certain ownership thresholds. Registration Rights Agreements Concurrently with the execution and delivery of the Purchase Agreements, the Company, CGP, and Sirtex agreed to enter, upon closing, Registration Rights Agreements (the “Registration Rights Agreements”), pursuant to which, among other things, CGP and Sirtex will each have the right to deliver to the Company a written notice requiring the Company to prepare and file with the Securities and Exchange Commission (the “SEC”), a registration statement with respect to resales of shares of some or all the common stock of the Company held by CGP and Sirtex. Amendment to Articles of Incorporation On September 6, 2019, the Company filed with the Secretary of State of the State of Nevada an amendment to its Certificate of Incorporation increasing the number of shares of common stock that the Company is authorized to issue from 16,000,000 shares of common stock, par value $0.0001 per share, to 26,000,000 shares of common stock, par value $0.0001 per share. On October 7, 2019, the Company’s Board of Directors approved an amendment to its Articles of Incorporation (the “Amendment”) to, among other things, increase the number of shares of common stock authorized for issuance to 30,000,000 shares. Pursuant to the Amendment, the total number of authorized common shares will increase from 26,000,000 to 30,000,000 shares. The increase in authorized shares is subject to stockholder approval. Subsequent to July 31, 2019, shares of common stock issued to executives and employees related to vested RSU’s totaled 4,198. Subsequent to July 31, 2019, shares of common stock issued to consultants for services totaled 35,687. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, OncoSec Medical Australia PTY LTD. All significant intercompany accounts and transactions have been eliminated in consolidation. |
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 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 may differ 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 held to maturity are recorded at amortized cost based on the Company’s intent and ability to hold these securities to maturity. Management evaluates whether 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 and notes payable 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, 2019 and 2018. |
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 are securities held to maturity. The fair values of securities held to maturity are obtained using an independent third-party financial institution. |
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, 2019 and 2018, 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, 2019 July 31, 2018 Stock options 921,572 891,252 Restricted stock units 77,956 64,750 Warrants 3,631,953 895,805 Total 4,631,481 1,851,807 |
Stock-Based Compensation | Stock-Based Compensation The Company grants equity-based awards (typically stock options or restricted stock units) under its stock-based compensation plan and outside of its stock-based compensation plan, with terms generally similar to the terms under the Company’s stock-based compensation plan. The Company estimates the fair value of stock option awards using the Black-Scholes option valuation model. For employees, directors and consultants, the fair value of the award is measured on the grant date. Prior to the adoption of ASU 2018-07 on August 1, 2018, the fair value of the award for non-employees was generally re-measured on vesting dates and interim financial reporting dates until the service period was 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. |
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. |
Foreign Currency Translation | Foreign Currency Translation The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary is the Australian dollar. Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign currency exchange gain (loss), net” on the Company’s consolidated statements of operations. |
Accumulated Other Comprehensive Income (Loss) | Accumulated 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 wholly-owned Australian 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 41.0 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 “Income Taxes” |
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 had no impact on the Company’s consolidated financial statements for the year ended July 31, 2018. The effects of the 2017 Tax Act did not have a significant impact on the Company’s consolidated financial statements for the year ended July 31, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”), which supersedes previous lease accounting guidance (Topic 840) and 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. ASU 2016-02 also requires expanded financial statement disclosures on leasing activities. These changes will become effective for the Company on August 1, 2019. In adopting ASC 842, the new standard provides for several optional practical expedients in transition. The Company will adopt ASC 842 using the following practical expedients: ● The optional transition method set forth in ASU 2018-11 in connection with the adoption of ASC 842 on August 1, 2019. As a result, the effects of applying the new standard will be recognized as a cumulative-effect adjustment to the opening balance of retained earnings without recasting comparative periods. ● The “package of practical expedients”, which permits the Company not to reassess under the new standard prior conclusions on lease identification, lease classification and initial direct costs ● The practical expedient not to separate lease and non-lease components within the lease and account for all lease components as a single lease component The Company has estimated the impact of right-to-use assets and liabilities on the consolidated balance sheet related to operating leases of approximately $1.4 million and $2.1 million, respectively, which will represent a material increase to its total assets and liabilities. The adoption of ASC 842 is not expected to result in significant changes to its statements of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (“ASU 2016-15”) In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718) (“ASU 2017-09”), 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 (“ASU 2018-07”) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
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, 2019 July 31, 2018 Stock options 921,572 891,252 Restricted stock units 77,956 64,750 Warrants 3,631,953 895,805 Total 4,631,481 1,851,807 |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
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 as of July 31, 2018 : 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, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following: July 31, 2019 July 31, 2018 Equipment and furniture $ 1,859,824 $ 1,873,880 Computer software 109,242 109,242 Leasehold improvements 21,934 12,054 Property and equipment, gross 1,991,000 1,995,176 Accumulated depreciation and amortization (959,871 ) (729,514 ) Total $ 1,031,129 $ 1,265,662 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of the following: July 31, 2019 July 31, 2018 Research and development costs $ 2,380,215 $ 3,801,211 Professional services fees 1,702,886 770,853 Other 133,916 206,828 Total $ 4,217,017 $ 4,778,892 |
Schedule of Accrued Compensation | Accrued compensation is comprised of the following: July 31, 2019 July 31, 2018 Separation costs $ 495,004 $ 840,320 Accrued payroll 181,219 215,937 401K payable - 14,487 Total $ 676,223 $ 1,070,744 |
Schedule of Other Long-term Liabilities | Other long-term liabilities are comprised of the following: July 31, 2019 July 31, 2018 Deferred rent $ 635,913 $ 1,101,222 Separation costs - 371,408 Total $ 635,913 $ 1,472,630 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Share-based Payment Arrangement [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, 2019 Year Ended July 31, 2018 Expected term (years) 5.00–6.50 years 5.00–6.50 years Risk-free interest rate 1.74 -3.09 % 1.66 – 2.90 % Volatility 72.88 – 83.87 % 73.24 –91.99 % 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, 2019 and 2018: Weighted Average Exercise Options Price Outstanding - July 31, 2017 363,941 $ 19.40 Granted 628,650 $ 13.80 Exercised (25,227 ) $ 12.70 Forfeited/Cancelled/Expired (76,112 ) $ 26.60 Outstanding - July 31, 2018 891,252 $ 15.00 Granted 302,749 $ 7.88 Exercised (43,029 ) $ 13.16 Forfeited/Cancelled (228,700 ) $ 15.32 Expired (700 ) $ 57.60 Outstanding – July 31, 2019 921,572 $ 12.63 Exercisable – July 31, 2019 633,727 $ 14.12 |
Summary of Common Stock Reserved for Future Issuance | The following table summarizes all common stock reserved for future issuance at July 31, 2019: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 921,572 Common Stock reserved for restricted stock unit release 77,956 Common Stock authorized for future grant under the 2011 Plan 93,185 Common Stock reserved for warrant exercise 3,631,953 Commons Stock reserved for future ESPP issuance 37,608 Total common stock reserved for future issuance 4,762,274 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components of Deferred Tax | Significant components of the Company’s deferred tax assets as of July 31, 2019 and 2018 are listed below: 2019 2018 Net operating loss carryforwards $ 35,361,000 $ 28,313,000 Credits 3,257,000 2,408,000 Start-up costs 23,000 24,000 Accumulated depreciation 122,000 162,000 Option and stock awards 4,825,000 5,703,000 Other 241,000 591,000 Net deferred tax assets 43,829,000 37,201,000 Valuation allowance for deferred tax assets (43,829,000 ) (37,201,000 ) Net deferred taxes $ - - |
Schedule of Reconciliation of Incomes Taxes Using the Statutory Income Tax Rate | A reconciliation of income taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2019 2018 Federal tax benefit at the expected statutory rate 21.00 % 26.47 % State income tax, net of federal tax benefit (0.01 )% 0.00 % Non-deductible expenses (0.46 )% (2.53 )% Impact of federal rate change 0.00 % (32.14 )% Impact of rate change on valuation allowance 0.00 % 32.14 % Change in valuation allowance (21.32 )% (24.72 )% Other 0.79 % 0.78 % Income tax benefit - effective rate (0.00 )% (0.00 )% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases | At July 31, 2019, future minimum lease payments under the Company’s non-cancelable operating leases are as follows: Year Ending July 31, 2019 Operating Lease 2020 $ 1,356,000 2021 308,000 Total minimum payments $ 1,664,000 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details Narrative) | 12 Months Ended |
Jul. 31, 2019 | |
May 20, 2019 [Member] | |
Reverse stock split | one-for-ten reverse stock split |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Jul. 31, 2019USD ($)Segment | Jul. 31, 2018USD ($) | |
Accounting Policies [Abstract] | ||
Number of segment reporting | Segment | 1 | |
Amount insured by the Federal Deposit Insurance Corporation (FDIC) | $ 250,000 | |
Capitalization threshold of property and equipment | $ 5,000 | |
Percentage of stock purchase | 85.00% | |
Tax credit percentage | 41.00% | |
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 | |
Right of use asset | $ 1,400,000 | |
Operating lease liability | $ 2,100,000 |
Going Concern and Managements_2
Going Concern and Managements Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Losses in all previous reporting periods from inception to date | $ 164,356,874 | $ 134,080,821 |
Cash and cash equivalents | 25,147,780 | 3,803,627 |
Cash | 6,000,000 | |
Cash equivalents | 19,100,000 | |
Net cash provided by financing activities | 27,198,518 | $ 38,883,132 |
Monthly working capital requirement | $ 2,500,000 |
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, 2019 | |
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, 2019 | Jul. 31, 2018 | |
Total | 4,631,481 | 1,851,807 |
Restricted Stock Units (RSUs) [Member] | ||
Total | 77,956 | 64,750 |
Stock Options [Member] | ||
Total | 921,572 | 891,252 |
Warrants [Member] | ||
Total | 3,631,953 | 895,805 |
Investment Securities (Details
Investment Securities (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Schedule of Investments [Abstract] | ||
Held to maturity, net | $ 5,989,928 | |
Sale of securities, held to maturities | 5,977,794 | |
Realized loss on sale of securities, net | $ 12,134 |
Investment Securities - Schedul
Investment Securities - Schedule of Investment Securities (Details) | 12 Months Ended |
Jul. 31, 2019USD ($) | |
Amortized Cost in Investment securities | $ 23,174,447 |
Gross Unrealized Gain/(Loss) in Investment securities | (20,212) |
Fair value in investment securities | 23,154,235 |
U.S. Treasury Securities with Maturities of One Year or Less [Member] | |
Amortized Cost in Investment securities | 23,174,447 |
Gross Unrealized Gain/(Loss) in Investment securities | (20,212) |
Fair value in investment securities | $ 23,154,235 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and amortization expense | $ 244,000 | $ 334,000 |
Property and equipment, write down | $ 860,000 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Property and Equipment, gross | $ 1,991,000 | $ 1,995,176 |
Accumulated Depreciation and Amortization | (959,871) | (729,514) |
Property and equipment, net | 1,031,129 | 1,265,662 |
Equipment and Furniture [Member] | ||
Property and Equipment, gross | 1,859,824 | 1,873,880 |
Computer Software [Member] | ||
Property and Equipment, gross | 109,242 | 109,242 |
Leasehold Improvements [Member] | ||
Property and Equipment, gross | $ 21,936 | $ 12,054 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and development costs | $ 2,380,215 | $ 3,801,211 |
Professional services fees | 1,702,886 | 770,853 |
Other | 133,916 | 206,828 |
Total | $ 4,217,017 | $ 4,778,892 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Compensation (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Separation costs | $ 495,004 | $ 840,320 |
Accrued payroll | 181,219 | 215,937 |
401K payable | 14,487 | |
Total | $ 676,223 | $ 1,070,744 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Other Long-term Liabilities (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred rent | $ 635,913 | $ 1,101,222 |
Separation costs | 371,408 | |
Total | $ 635,913 | $ 1,472,630 |
Note Payable (Details Narrative
Note Payable (Details Narrative) | Mar. 22, 2019USD ($)Integer | Jul. 31, 2019USD ($) | Jul. 31, 2018USD ($) |
Outstanding balance amount | $ 83,760 | ||
Finance Agreement [Member] | First Insurance Funding [Member] | |||
Debt principal amount | $ 185,990 | ||
Accrued interest rate | 6.25% | ||
Number of monthly payments | Integer | 9 | ||
Monthly payments amount | $ 21,207 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 24, 2019 | Mar. 29, 2019 | Dec. 06, 2018 | Nov. 02, 2018 | Oct. 09, 2018 | Aug. 31, 2018 | Feb. 06, 2018 | Nov. 13, 2017 | Oct. 25, 2017 | Jul. 25, 2017 | Apr. 30, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | May 20, 2019 |
Common shares, shares authorized | 16,000,000 | 16,000,000 | ||||||||||||
Common shares, shares outstanding | 10,633,043 | 5,351,290 | ||||||||||||
Number of warrant to purchase shares of common stock | 3,631,953 | |||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||
Proceeds from stock option exercise | $ 566,135 | $ 321,145 | ||||||||||||
Proceeds from sale of common stock and warrants | $ 27,291 | $ 35,809 | ||||||||||||
First October 2017 Offering [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 Offering [Member] | Placement Agent [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 31,625 | |||||||||||||
Warrant exercise price per share | $ 16.80 | |||||||||||||
Warrant expiry date | Oct. 21, 2022 | |||||||||||||
Gross proceeds from offering | $ 7,100,000 | |||||||||||||
Offering fees and expenses paid | $ 6,200,000 | |||||||||||||
Percentage of cash fee equal to gross proceeds of offering | 5.50% | |||||||||||||
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% | |||||||||||||
Offering expenses | $ 60,000 | |||||||||||||
Second October 2017 Offering [Member] | Placement Agent [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 4,800 | |||||||||||||
Warrant exercise price per share | $ 16.80 | |||||||||||||
Warrant expiry date | Oct. 25, 2022 | |||||||||||||
Gross proceeds from offering | $ 1,100,000 | |||||||||||||
Offering fees and expenses paid | $ 1,000,000 | |||||||||||||
Percentage of cash fee equal to gross proceeds of offering | 5.50% | |||||||||||||
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% | |||||||||||||
Offering expenses | $ 15,000 | |||||||||||||
Second October 2017 Offering [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% | |||||||||||||
Accredited Investors [Member] | First October 2017 Offering [Member] | ||||||||||||||
Number of common stock shares sold under offering | 527,093 | |||||||||||||
Warrant exercise price per share | $ 12.50 | |||||||||||||
Warrant exercisable date | Oct. 25, 2017 | |||||||||||||
Warrant expiry date | Apr. 25, 2022 | |||||||||||||
Offering price per share | $ 13.4375 | |||||||||||||
Accredited Investors [Member] | Second October 2017 Offering [Member] | ||||||||||||||
Number of common stock shares sold under offering | 80,000 | |||||||||||||
Warrant exercise price per share | $ 12.50 | |||||||||||||
Warrant exercisable date | Apr. 27, 2018 | |||||||||||||
Warrant expiry date | Apr. 27, 2022 | |||||||||||||
Offering price per share | $ 13.4375 | |||||||||||||
May 2019 Offering [Member] | ||||||||||||||
Number of common stock shares sold under offering | 3,492,063 | |||||||||||||
Number of warrant to purchase shares of common stock | 2,619,047 | |||||||||||||
Purchase price per share | $ 3.15 | |||||||||||||
Warrant exercise price per share | $ 3.45 | |||||||||||||
Warrant exercisable date | May 24, 2019 | |||||||||||||
Warrant expiry date | May 24, 2024 | |||||||||||||
Fair value of warrants | $ 3,600,000 | |||||||||||||
Dividend rate | 0.00% | |||||||||||||
Expected term of volatility | 5 years | |||||||||||||
Volatility rate | 82.99% | |||||||||||||
Risk-free interest rate | 2.12% | |||||||||||||
May 2019 Offering [Member] | Placement Agent [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 178,571 | |||||||||||||
Warrant exercise price per share | $ 0.01 | |||||||||||||
Warrant exercisable date | May 24, 2019 | |||||||||||||
Warrant expiry date | May 24, 2024 | |||||||||||||
Gross proceeds from offering | $ 11,000,000 | |||||||||||||
Offering fees and expenses paid | $ 10,000,000 | |||||||||||||
Percentage of cash fee equal to gross proceeds of offering | 6.50% | |||||||||||||
Legal and other expenses | $ 90,000 | |||||||||||||
Purchase of addition shares of options | 523,809 | |||||||||||||
Purchase of addition shares of warrants | 392,857 | |||||||||||||
Number of common stock shares issued related to option exercises | 238,095 | |||||||||||||
Underwriting fees | $ 2,381 | |||||||||||||
February 2018 Offering [Member] | ||||||||||||||
Number of common stock shares sold under offering | 1,333,333 | |||||||||||||
Offering price per share | $ 15 | |||||||||||||
February 2018 Offering [Member] | Over-Allotment Option [Member] | ||||||||||||||
Number of common stock shares sold under offering | 200,000 | |||||||||||||
Gross proceeds from offering | $ 20,800,000 | |||||||||||||
Underwriting fees | $ 1,700,000 | |||||||||||||
Offering price per share | $ 15 | |||||||||||||
Net proceeds from offering | $ 23,000,000 | |||||||||||||
Offering expenses | $ 500,000 | |||||||||||||
Reverse Stock Split [Member] | ||||||||||||||
Common shares, shares authorized | 16,000,000 | 160,000,000 | ||||||||||||
Common shares, shares outstanding | 7,121,594 | 71,216,082 | ||||||||||||
Warrants [Member] | ||||||||||||||
Warrant expire term, description | These warrants expire at various dates between November 2019 and May 2024. | |||||||||||||
Common Stock Option [Member] | ||||||||||||||
Number of common stock shares issued related to option exercises | 43,029 | |||||||||||||
Proceeds from stock option exercise | $ 600,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Warrant exercise price per share | $ 45 | |||||||||||||
Expected term of volatility | 6 years 6 months | 6 years 6 months | ||||||||||||
Maximum [Member] | Accredited Investors [Member] | First October 2017 Offering [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 395,320 | |||||||||||||
Maximum [Member] | Accredited Investors [Member] | Second October 2017 Offering [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 60,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Warrant exercise price per share | $ 3.45 | |||||||||||||
Expected term of volatility | 5 years | 5 years | ||||||||||||
Alpha Holdings, Inc. [Member] | ||||||||||||||
Number of common stock shares issued | 466,667 | 533,333 | ||||||||||||
Gross proceeds from common stock | $ 7,000,000 | $ 8,000,000 | ||||||||||||
Purchase Agreement [Member] | Aspire Capital Fund, LLC [Member] | ||||||||||||||
Number of common stock shares issued | 120,201 | |||||||||||||
Percentage on aggregate commitment | 3.00% | |||||||||||||
Number of common stock shares sold | 400,674 | 90,000 | ||||||||||||
Gross proceeds from common stock | $ 2,000,000 | $ 520,000 | ||||||||||||
Purchase Agreement [Member] | Aspire Capital Fund, LLC [Member] | Maximum [Member] | ||||||||||||||
Number of common stock shares sold, value | $ 20,000,000 | |||||||||||||
Number of common stock shares issued | 30,000 | |||||||||||||
Stock Purchase Agreement [Member] | Alpha Holdings, Inc. [Member] | ||||||||||||||
Purchase price per share | $ 15 | |||||||||||||
Stock Purchase Agreement [Member] | Alpha Holdings, Inc. [Member] | Maximum [Member] | ||||||||||||||
Number of common stock shares sold, value | $ 15,000,000 | |||||||||||||
Controlled Equity Offering Sales Agreement [Member] | ||||||||||||||
Number of common stock shares sold, value | $ 30,000,000 | |||||||||||||
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] | Warrants [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 550,964 | |||||||||||||
Warrant exercise price per share | $ 16.90 | |||||||||||||
Gross proceeds from exercise of warrants | $ 9,300,000 | |||||||||||||
Net proceeds from exercise of warrants | $ 9,100,000 | |||||||||||||
Warrant Exercise Agreement [Member] | New Warrants [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 137,741 | |||||||||||||
Warrant exercise price per share | $ 22.60 | |||||||||||||
Warrant exercisable date | May 13, 2018 | |||||||||||||
Warrant expiry date | Nov. 13, 2019 | |||||||||||||
Percentage of warrant to purchase common stock equal to common stock received | 25.00% | |||||||||||||
Warrant Exercise Agreement [Member] | Maximum [Member] | Accredited Investors [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 113,830 | |||||||||||||
Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | ||||||||||||||
Number of common stock shares sold under offering | 89,731 | |||||||||||||
Proceeds from sale of common stock and warrants | $ 1,100,000 | |||||||||||||
Equity Distribution Agreement [Member] | Oppenheimer & Co. Inc [Member] | Maximum [Member] | ||||||||||||||
Gross proceeds from offering | $ 8,400,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Oct. 29, 2021 | Oct. 29, 2020 | Oct. 29, 2019 | Jul. 31, 2019 | Jan. 31, 2019 | Oct. 29, 2018 | Oct. 26, 2018 | Oct. 23, 2018 | Aug. 22, 2018 | Jul. 31, 2018 | Jul. 16, 2018 | Jan. 31, 2018 | Jul. 31, 2017 | Jan. 31, 2017 | Jul. 31, 2016 | Dec. 31, 2018 | Oct. 31, 2018 | Jul. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2018 |
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | ||||||||||||||||||||||||||
Number of stock options cancelled | 206,113 | ||||||||||||||||||||||||||
Options granted to purchase shares | 273,850 | ||||||||||||||||||||||||||
Term of stock options | 1 year 5 months 27 days | ||||||||||||||||||||||||||
Exercise price | $ 8.40 | ||||||||||||||||||||||||||
Intrinsic value of options outstanding | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||
Intrinsic value of options exercisable | 0 | 0 | 0 | ||||||||||||||||||||||||
Unrecognized stock-based compensation expenses | $ 1,700,000 | $ 1,700,000 | $ 1,700,000 | ||||||||||||||||||||||||
Weighted-average grant date fair value of stock options granted | $ 5.29 | $ 12.40 | |||||||||||||||||||||||||
Number of shares issued for service, value | $ 845,994 | $ 1,845,951 | |||||||||||||||||||||||||
Authorized to issued shares under EMPP | 93,185 | 93,185 | 93,185 | ||||||||||||||||||||||||
Quarterly Installments Over 24 Months [Member] | |||||||||||||||||||||||||||
Restricted stock units vested | 31,250 | ||||||||||||||||||||||||||
Research And Development Expense [Member] | |||||||||||||||||||||||||||
Stock-based compensation costs | $ 1,200,000 | 1,000,000 | |||||||||||||||||||||||||
General And Administrative Expense [Member] | |||||||||||||||||||||||||||
Stock-based compensation costs | 1,700,000 | 5,200,000 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Stock-based compensation costs | $ 400,000 | $ 2,000,000 | |||||||||||||||||||||||||
Number of granted shares vested | 2,500 | ||||||||||||||||||||||||||
Restricted stock units granted | 5,000 | 62,500 | |||||||||||||||||||||||||
Restricted stock units vested | 1,250 | 1,250 | 1,250 | 1,250 | 31,250 | 3,750 | |||||||||||||||||||||
Number of shares vesting, description | The Company's Board of Directors approved the accelerated vesting of 25% of the outstanding restricted stock units (RSUs) held by the employee. The RSUs, which originally vest on the third anniversary of the grant date, or March 29, 2020, were accelerated to vest on October 26, 2018. | The units vest as follows: 6,250 units vested on January 31, 2019, and the remaining 68,750 units vest in equal quarterly installments of 6,250 units beginning on April 30, 2019 and ending on October 31, 2021. | |||||||||||||||||||||||||
Restricted stock units exercise price | $ 16.40 | $ 13.40 | |||||||||||||||||||||||||
Number of shares vesting percentage | 25.00% | ||||||||||||||||||||||||||
Modification of accrued expense on unvested stock units | $ 63,278 | ||||||||||||||||||||||||||
Fair value of vested stock grants | $ 44,250 | ||||||||||||||||||||||||||
Number of restricted stock outstanding | 77,956 | 64,750 | 64,750 | 77,956 | 64,750 | 77,956 | 64,750 | 64,750 | |||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Fair value maturity | 6 years 6 months | 6 years 6 months | |||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Fair value maturity | 5 years | 5 years | |||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Number of shares issued for service | 60,300 | 106,859 | |||||||||||||||||||||||||
Number of shares issued for service, value | $ 6 | $ 11 | |||||||||||||||||||||||||
Shares available for issuance | 4,688 | 4,060 | |||||||||||||||||||||||||
Individual [Member] | Stock Option Cancellation Agreements [Member] | |||||||||||||||||||||||||||
Number of stock options cancelled | 30,000 | ||||||||||||||||||||||||||
Number of restricted stock issued | 17,500 | ||||||||||||||||||||||||||
Stock-based compensation costs | $ 135,425 | ||||||||||||||||||||||||||
Two Consultants [Member] | Stock Option Cancellation Agreements [Member] | |||||||||||||||||||||||||||
Number of stock options cancelled | 53,500 | ||||||||||||||||||||||||||
Stock-based compensation costs | $ 377,278 | ||||||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 20,000 | ||||||||||||||||||||||||||
Term of stock options | 10 years | ||||||||||||||||||||||||||
Vesting period of stock options granted | 3 years | ||||||||||||||||||||||||||
Exercise price | $ 16.40 | ||||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||||
Stock-based compensation costs | $ 845,994 | $ 1,845,951 | |||||||||||||||||||||||||
Options granted to purchase shares | 50,000 | ||||||||||||||||||||||||||
Term of stock options | 10 years | ||||||||||||||||||||||||||
Number of shares issued for service | 60,300 | 106,859 | |||||||||||||||||||||||||
Number of shares issued for service, value | $ 857,730 | $ 1,845,951 | |||||||||||||||||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Exercise price | $ 14.30 | ||||||||||||||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Exercise price | $ 8.47 | ||||||||||||||||||||||||||
Mr. Daniel J. O'Connor [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Restricted stock units granted | 75,000 | ||||||||||||||||||||||||||
Restricted stock units vested | 6,250 | ||||||||||||||||||||||||||
Number of shares vesting, description | The units vest as follows: 6,250 units vested on April 30, 2019, and the remaining 68,750 units vest in equal quarterly installments of 6,250 units beginning on April 30, 2019 and ending on October 31, 2021. | ||||||||||||||||||||||||||
Number of unit remaining available to vest | 68,750 | ||||||||||||||||||||||||||
Restricted stock units exercise price | $ 6 | ||||||||||||||||||||||||||
Mr. Daniel J. O'Connor [Member] | Equal Quarterly Installments [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Number of unit remaining available to vest | 6,250 | ||||||||||||||||||||||||||
Employees, Directors and Consultants [Member] | |||||||||||||||||||||||||||
Stock-based compensation costs | $ 2,900,000 | $ 6,200,000 | |||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Stock-based compensation costs | $ 1,100,000 | ||||||||||||||||||||||||||
Employee [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Restricted stock units granted | 3,500 | ||||||||||||||||||||||||||
Restricted stock units exercise price | $ 15.90 | ||||||||||||||||||||||||||
Restricted stock grant date | 3 years | ||||||||||||||||||||||||||
2011 Plan [Member] | |||||||||||||||||||||||||||
Number of shares authorized for issuance to awards granted | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||||
Provisional percentage of outstanding stock owned by stockholders | 10.00% | ||||||||||||||||||||||||||
Number of stock options cancelled | 228,700 | ||||||||||||||||||||||||||
Options granted to purchase shares | 302,749 | 628,650 | |||||||||||||||||||||||||
Exercise price | $ 7.88 | $ 13.80 | |||||||||||||||||||||||||
2011 Plan [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Purchase price of incentive stock options as a percentage of its fair value | 100.00% | ||||||||||||||||||||||||||
Exercise price as a percentage of fair value of common stock | 110.00% | ||||||||||||||||||||||||||
2011 Plan [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Number of shares authorized for issuance to awards granted | 950,000 | 950,000 | 950,000 | ||||||||||||||||||||||||
2011 Plan [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Maximum shares granted per fiscal year per individual | 50,000 | ||||||||||||||||||||||||||
Stock option exercisable period | 10 years | ||||||||||||||||||||||||||
2011 Plan [Member] | Employees, Directors and Consultants [Member] | |||||||||||||||||||||||||||
Employee stock purchase program description | The 2011 Plan authorizes a total of 750,000 shares 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) 100,000 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 | 750,000 | 750,000 | 750,000 | ||||||||||||||||||||||||
Percentage of shares of common stock outstanding | 3.00% | 3.00% | 3.00% | ||||||||||||||||||||||||
2011 Plan [Member] | Employees [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 154,249 | 528,150 | |||||||||||||||||||||||||
Term of stock options | 10 years | 10 years | |||||||||||||||||||||||||
Vesting period of stock options granted | 3 years | 3 years | |||||||||||||||||||||||||
2011 Plan [Member] | Employees [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Exercise price | $ 15.80 | $ 18.60 | |||||||||||||||||||||||||
2011 Plan [Member] | Employees [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Exercise price | $ 2.57 | $ 9.20 | |||||||||||||||||||||||||
2011 Plan [Member] | Directors [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 77,500 | 30,000 | |||||||||||||||||||||||||
Term of stock options | 10 years | 10 years | |||||||||||||||||||||||||
Vesting period of stock options granted | 1 year | ||||||||||||||||||||||||||
2011 Plan [Member] | Directors [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Vesting period of stock options granted | 3 years | ||||||||||||||||||||||||||
Exercise price | $ 8.42 | $ 19.40 | |||||||||||||||||||||||||
2011 Plan [Member] | Directors [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Vesting period of stock options granted | 1 year | ||||||||||||||||||||||||||
Exercise price | $ 5.80 | $ 9.79 | |||||||||||||||||||||||||
2011 Plan [Member] | Consultants [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 1,000 | 70,500 | |||||||||||||||||||||||||
Term of stock options | 10 years | 10 years | |||||||||||||||||||||||||
Exercise price | $ 6.26 | ||||||||||||||||||||||||||
2011 Plan [Member] | Consultants [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Exercise price | $ 18.80 | ||||||||||||||||||||||||||
2011 Plan [Member] | Consultants [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Exercise price | $ 10 | ||||||||||||||||||||||||||
2011 Plan [Member] | Mr. Daniel J. O'Connor [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 250,000 | ||||||||||||||||||||||||||
Vesting period of stock options granted | 2 years | ||||||||||||||||||||||||||
Number of granted shares vested | 100,000 | ||||||||||||||||||||||||||
2011 Plan [Member] | Mr. Daniel J. O'Connor [Member] | Performance Stock Option Award [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 25,000 | ||||||||||||||||||||||||||
2011 Plan [Member] | Mr. Daniel J. O'Connor [Member] | Tranche One [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 100,000 | ||||||||||||||||||||||||||
2011 Plan [Member] | Mr. Daniel J. O'Connor [Member] | Tranche Two [Member] | Performance Stock Option Award [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 50,000 | ||||||||||||||||||||||||||
2011 Plan [Member] | Mr. Daniel J. O'Connor [Member] | Tranche Three [Member] | |||||||||||||||||||||||||||
Options granted to purchase shares | 25,000 | ||||||||||||||||||||||||||
2011 Plan [Member] | Two Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Restricted stock units granted | 30,000 | ||||||||||||||||||||||||||
Restricted stock units exercise price | $ 16.40 | ||||||||||||||||||||||||||
Restricted stock grant date | 3 years | ||||||||||||||||||||||||||
ESPP [Member] | |||||||||||||||||||||||||||
Stock-based compensation costs | $ 12,000 | $ 16,000 | |||||||||||||||||||||||||
Authorized to issued shares under EMPP | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||||
Shares available for issuance | 37,608 | ||||||||||||||||||||||||||
Discount from market price, offering date | 15.00% | ||||||||||||||||||||||||||
Fair market value of unvested shares, percentage | 15.00% | ||||||||||||||||||||||||||
Fair value maturity | 6 months | 6 months | 6 months | 6 months | |||||||||||||||||||||||
Fair value risk free interest rate | 2.46% | 2.22% | 1.64% | 1.15% | |||||||||||||||||||||||
Fair value volatility rate | 126.35% | 61.83% | 97.86% | 62.60% | |||||||||||||||||||||||
Fair value forfeitures percentage | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||
Fair value dividend | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||
ESPP [Member] | Six Month Call On Unvested Share [Member] | |||||||||||||||||||||||||||
Fair market value of unvested shares, percentage | 85.00% | ||||||||||||||||||||||||||
ESPP [Member] | First Offering Period [Member] | |||||||||||||||||||||||||||
Shares purchased | 1,778 | ||||||||||||||||||||||||||
ESPP [Member] | Second Offering Period [Member] | |||||||||||||||||||||||||||
Shares purchased | 1,863 | ||||||||||||||||||||||||||
ESPP [Member] | Third Offering Period [Member] | |||||||||||||||||||||||||||
Shares purchased | 2,164 | ||||||||||||||||||||||||||
ESPP [Member] | Fourth Offering Period [Member] | |||||||||||||||||||||||||||
Shares purchased | 1,896 | ||||||||||||||||||||||||||
ESPP [Member] | Fifth Offering Period [Member] | |||||||||||||||||||||||||||
Shares purchased | 1,207 | ||||||||||||||||||||||||||
ESPP [Member] | Sixth Offering Period [Member] | |||||||||||||||||||||||||||
Shares purchased | 1,428 | ||||||||||||||||||||||||||
ESPP [Member] | Seventh Offering Period [Member] | |||||||||||||||||||||||||||
Shares purchased | 2,053 |
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, 2019 | Jul. 31, 2018 | |
Risk-free interest rate, minimum | 1.74% | 1.66% |
Risk-free interest rate, maximum | 3.09% | 2.90% |
Volatility, minimum | 72.88% | 73.24% |
Volatility, maximum | 83.87% | 91.99% |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term (years) | 5 years | 5 years |
Maximum [Member] | ||
Expected term (years) | 6 years 6 months | 6 years 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Options, Granted | 273,850 | |
Options, Forfeited/Cancelled | (206,113) | |
Options Outstanding, Ending Balance | 921,572 | |
Weighted Average Exercise Price, Granted | $ 8.40 | |
2011 Plan [Member] | ||
Options Outstanding, Beginning Balance | 891,252 | 363,941 |
Options, Granted | 302,749 | 628,650 |
Options, Exercised | (43,029) | (25,227) |
Options, Forfeited/Cancelled/Expired | (76,112) | |
Options, Forfeited/Cancelled | (228,700) | |
Options, Expired | (700) | |
Options Outstanding, Ending Balance | 921,572 | 891,252 |
Options Exercisable, Ending Balance | 633,727 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 15 | $ 19.40 |
Weighted Average Exercise Price, Granted | 7.88 | 13.80 |
Weighted Average Exercise Price, Exercised | 13.16 | 12.70 |
Weighted AVerage Exercise Price, Forfeited/Cancelled/Expired | 26.60 | |
Weighted Average Exercise Price, Forfeited/Cancelled | 15.32 | |
Weighted Average Exercise Price, Expired | 57.60 | |
Weighted Average Exercise Price, Outstanding Ending Balance | 12.63 | $ 15 |
Weighted Average Exercise Price, Exercisable Ending Balance | $ 14.12 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Common Stock Reserved for Future Issuance (Details) | Jul. 31, 2019shares |
Share-based Payment Arrangement [Abstract] | |
Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) | 921,572 |
Common Stock reserved for restricted stock unit release | 77,956 |
Common Stock authorized for future grant under the 2011 Plan | 93,185 |
Common Stock reserved for warrant exercise | 3,631,953 |
Common Stock reserved for future ESPP issuance | 37,608 |
Total Common Stock reserved for future issuance | 4,762,274 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Uncertain tax position likehood sustained | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | |
Unrecognized tax benefits | ||
Interest/Penalties in income tax expense | ||
Net operating loss carryforwards expiration description | The federal net operating loss, research tax credit carryforwards and New Jersey and California net operating loss carryforwards will begin to expire in 2029 unless previously utilized | |
Valuation allowance | $ 43,829,000 | 37,201,000 |
Changes in valuation allowances | 6,600,000 | $ 800,000 |
New Jersey [Member] | ||
Net operating loss carryforwards | $ 38,000,000 | |
Net operating loss carryforwards expiration description | 2029 | |
California [Member] | ||
Net operating loss carryforwards | $ 119,000,000 | |
Research and development tax credit carryforwards | 1,920,000 | |
Hiring credits | $ 9,300 | |
Net operating loss carryforwards expiration description | 2029 | |
Australia [Member] | ||
Net operating loss carryforwards | $ 1,700,000 | |
Federal [Member] | ||
Net operating loss carryforwards | 129,000,000 | |
Research and development tax credit carryforwards | $ 1,740,000 | |
Net operating loss carryforwards expiration description | 2029 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 35,361,000 | $ 28,313,000 |
Credits | 3,257,000 | 2,408,000 |
Start-up costs | 23,000 | 24,000 |
Accumulated depreciation | 122,000 | 162,000 |
Option and stock awards | 4,825,000 | 5,703,000 |
Other | 241,000 | 591,000 |
Net deferred tax assets | 43,829,000 | 37,201,000 |
Valuation allowance for deferred tax assets | (43,829,000) | (37,201,000) |
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, 2019 | Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | 21.00% | 26.47% |
State income tax, net of federal tax benefit | (0.01%) | 0.00% |
Non-deductible expenses | (0.46%) | (2.53%) |
Impact of federal rate change | 0.00% | (32.14%) |
Impact of rate change on valuation allowance | 0.00% | 32.14% |
Change in valuation allowance | (21.32%) | (24.72%) |
Other | 0.79% | 0.78% |
Income tax benefit - effective rate | 0.00% | 0.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Oct. 26, 2018USD ($)shares | Jul. 16, 2018USD ($)shares | Feb. 14, 2018USD ($)ft² | Nov. 07, 2017USD ($) | Nov. 30, 2018USD ($)ft² | Oct. 31, 2018 | Mar. 31, 2018USD ($)ft²$ / shares | Mar. 31, 2018USD ($)ft²$ / shares | Jul. 31, 2019USD ($) | Jul. 31, 2018USD ($) |
Liability | $ 5,612,913 | $ 7,322,266 | ||||||||
Total rent expense | 800,000 | 1,400,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Annual bonus | 400,000 | 2,000,000 | ||||||||
Number of vested shares | shares | 2,500 | |||||||||
Number of shares vesting, description | The Company's Board of Directors approved the accelerated vesting of 25% of the outstanding restricted stock units (RSUs) held by the employee. The RSUs, which originally vest on the third anniversary of the grant date, or March 29, 2020, were accelerated to vest on October 26, 2018. | The units vest as follows: 6,250 units vested on January 31, 2019, and the remaining 68,750 units vest in equal quarterly installments of 6,250 units beginning on April 30, 2019 and ending on October 31, 2021. | ||||||||
Lease Agreement [Member] | MawIt Inc [Member] | ||||||||||
Area of land | ft² | 3,100 | |||||||||
Security deposit | $ 23,372 | |||||||||
Lease Agreement [Member] | Each of First Two Months [Member] | MawIt Inc [Member] | ||||||||||
Monthly base rent | $ 11,686 | |||||||||
Lease Agreement [Member] | Third through Fifteenth Months [Member] | MawIt Inc [Member] | ||||||||||
Monthly base rent | 11,929 | |||||||||
Lease Agreement [Member] | Sixteen Months through Twenty Three Months [Member] | MawIt Inc [Member] | ||||||||||
Monthly base rent | $ 12,173 | |||||||||
Lease Assignment Agreement [Member] | ||||||||||
Area of land | ft² | 34,054 | 34,054 | ||||||||
Lease expiration date | Oct. 31, 2025 | |||||||||
Monthly base rent | $ 101,500 | |||||||||
Area of rentable premises per share | $ / shares | $ 2.98 | $ 2.98 | ||||||||
Lease Assignment Agreement [Member] | MawIt Inc [Member] | ||||||||||
Lease expiration date | Apr. 30, 2020 | |||||||||
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 | ||||||||
Annual increases in base rent percentage | 3.00% | |||||||||
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 | |||||||||
Amended Lease Agreement [Member] | MawIt Inc [Member] | ||||||||||
Area of land | ft² | 2,800 | |||||||||
Lease expiration date | Dec. 31, 2020 | |||||||||
Prepaid rent | $ 60,000 | |||||||||
Lease Agreements [Member] | ||||||||||
Deferred rent liability | $ 1,100,000 | $ 1,100,000 | 600,000 | |||||||
Daniel J.O Connor [Member] | O Connor Employment Agreement [Member] | ||||||||||
Annual salary | $ 400,000 | |||||||||
Annual performance bonus | 50.00% | |||||||||
Salary and a living allowance | $ 4,500 | |||||||||
Daniel J.O Connor [Member] | Restated Executive Employment Agreement [Member] | ||||||||||
Accrued liabilities | 368,369 | 828,403 | ||||||||
Sara M. Bonstein [Member] | Bonstein Employment Agreement [Member] | ||||||||||
Annual salary | $ 350,000 | |||||||||
Annual performance bonus | 40.00% | |||||||||
Annual bonus | $ 75,000 | |||||||||
Number of vested shares | shares | 31,250 | |||||||||
Number of shares vesting, description | The units vest as follows: 31,250 units vested on July 16, 2018 (date of grant), and the remaining 31,250 units vest in equal quarterly installments over the 24 months following the date of grant. | |||||||||
Sara M. Bonstein [Member] | Bonstein Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Number of stock units converted into shares | shares | 62,500 | |||||||||
Chief Financial Officer [Member] | Separation and Release Agreement [Member] | ||||||||||
Accrued liabilities | 9,364 | $ 300,000 | ||||||||
Officer compensation | $ 300,000 | |||||||||
Liability | $ 300,000 | |||||||||
Employee [Member] | Separation and Release Agreement [Member] | ||||||||||
Accrued liabilities | $ 117,271 | |||||||||
Officer compensation | $ 415,000 | |||||||||
Liability | $ 451,112 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under the Non-cancelable Operating Leases (Details) | Jul. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 1,356,000 |
2021 | 308,000 |
Total minimum payments | $ 1,664,000 |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) | May 15, 2012 | Jul. 31, 2019 | Jul. 31, 2018 |
Maximum percentage of contribution permitted to employees on eligible compensation | 100.00% | ||
Employer's matching contribution | 100.00% | ||
Employer matching contributions made | $ 94,000 | $ 111,000 | |
Maximum [Member] | |||
Maximum percentage of employer's matching contribution of employee's annual compensation | 3.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended |
Jul. 31, 2018USD ($) | |
Related Party Transactions [Abstract] | |
Company received payments related to sublease | $ 27,900 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 10, 2019 | Oct. 07, 2019 | Oct. 24, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | Sep. 06, 2019 |
Common stock, shares authorized | 16,000,000 | 16,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock issued for services | $ 845,994 | $ 1,845,951 | ||||
Subsequent Event [Member] | ||||||
Equity investment | $ 30,000,000 | |||||
Equity investment, additional information | Pursuant to stock purchase agreements entered into between the parties pursuant to the Transaction, the Company will receive a $30 million equity investment from CGP and its affiliate Sirtex at $2.50 per share. Upon closing of the Transaction, CGP and Sirtex together will hold approximately 53% of the Company's outstanding common stock and will be entitled to three of nine seats on the Company's Board of Directors. The closing of the stock purchase is subject to stockholder approval and other customary closing conditions (the "Closing"). | |||||
Royalty rate | 20.00% | |||||
Purchase price of common stock | $ 2.50 | |||||
Agreement additional description | the Company granted to CGP an option to make an offer to acquire the remaining outstanding common stock of the Company at a purchase price per share equal to the greater of (a) $4.50 or (b) 110% of the last closing stock price for the common stock on the date prior to CGP delivering written notice to the Company of its intent to exercise such option along with a proposal on all other material terms. | |||||
Acquisition percentage | 40.00% | |||||
Supermajority Percentage | 70.00% | |||||
Common stock, shares authorized | 30,000,000 | 26,000,000 | ||||
Common stock, par value | $ 0.0001 | |||||
Common stock, shares authorized, description | The total number of authorized common shares will increase from 26,000,000 to 30,000,000 shares. The increase in authorized shares is subject to stockholder approval. | |||||
Common stock issued for services | $ 35,687 | |||||
Subsequent Event [Member] | Executive and Employee [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Common stock issued | 4,198 | |||||
Subsequent Event [Member] | Purchase Agreements [Member] | CGP [Member] | ||||||
Common stock issued | 10,000,000 | |||||
Subsequent Event [Member] | Purchase Agreements [Member] | Sirtex [Member] | ||||||
Common stock issued | 2,000,000 |