Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2020 | Oct. 28, 2020 | Jan. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | ONCOSEC MEDICAL Inc | ||
Entity Central Index Key | 0001444307 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2020 | ||
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 Shell Company | false | ||
Entity Public Float | $ 17,729,615 | ||
Entity Common Stock, Shares Outstanding | 27,688,354 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 20,354,462 | $ 25,147,780 |
Prepaid expenses and other current assets | 2,467,223 | 3,359,556 |
Total Current Assets | 22,821,685 | 28,507,336 |
Property and equipment, net | 814,494 | 1,031,129 |
Operating right-of-use assets | 5,948,224 | |
Other long-term assets | 319,058 | 353,547 |
Total Assets | 29,903,461 | 29,892,012 |
Current liabilities | ||
Accounts payable and accrued liabilities | 7,923,036 | 4,217,017 |
Accrued compensation related | 285,127 | 676,223 |
Operating lease liabilities | 500,357 | |
Notes payable | 969,509 | 83,760 |
Total Current Liabilities | 9,678,029 | 4,977,000 |
Operating lease liabilities, net of current portion | 5,874,442 | |
Notes payable, net of current portion | 480,554 | |
Other long-term liabilities | 635,913 | |
Total Liabilities | 16,033,025 | 5,612,913 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Equity | ||
Common stock authorized - 100,000,000 and 16,000,000 common shares with a par value of $0.0001 as of July 31, 2020 and July 31, 2019, respectively, common stock issued and outstanding - 23,054,474 and 10,633,043 common shares as of July 31, 2020 and July 31, 2019, respectively | 2,305 | 1,063 |
Additional paid-in capital | 214,789,808 | 177,656,149 |
Warrants issued and outstanding - 3,114,288 and 3,631,953 warrants as of July 31, 2020 and July 31, 2019, respectively | 5,708,127 | 10,809,724 |
Accumulated other comprehensive income (loss) | (19,504) | 169,037 |
Accumulated deficit | (206,610,300) | (164,356,874) |
Total Stockholders' Equity | 13,870,436 | 24,279,099 |
Total Liabilities and Stockholders' Equity | $ 29,903,461 | $ 29,892,012 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2020 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 100,000,000 | 16,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 23,054,474 | 10,633,043 |
Common stock, shares outstanding | 23,054,474 | 10,633,043 |
Warrants issued | 3,114,288 | 3,631,953 |
Warrants outstanding | 3,114,288 | 3,631,953 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | ||
Expenses: | ||
Research and development | 25,096,817 | 18,445,199 |
General and administrative | 18,312,268 | 11,971,479 |
Loss from operations | (43,409,085) | (30,416,678) |
Other income, net | 185,052 | 440,037 |
Interest expense | (5,114) | (3,805) |
Loss on disposal of property and equipment | (703) | |
Foreign currency exchange gain (loss), net | 103,136 | (281,473) |
Realized loss on sale of securities, net | (12,134) | |
Loss before income taxes | (43,126,011) | (30,274,756) |
Income tax expense (benefit) | (872,585) | 1,297 |
Net loss | $ (42,253,426) | $ (30,276,053) |
Basic and diluted net loss per common share | $ (2.56) | $ (4.29) |
Weighted average shares used in computing basic and diluted net loss per common share | 16,534,551 | 7,053,279 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (42,253,426) | $ (30,276,053) |
Foreign currency translation adjustments | (188,541) | 185,061 |
Comprehensive Loss | $ (42,441,967) | $ (30,090,992) |
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, 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 options | $ 4 | 566,131 | 566,135 | |||
Exercise of common stock options, 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 on equity awards | (101,480) | (101,480) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 83,246 | 83,246 | ||||
Tax withholdings paid related to net share settlement of equity awards | (32,505) | (32,505) | ||||
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, shares | 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 | ||||
Common stock issued for employee stock purchase plan | 7,012 | 7,012 | ||||
Common stock issued for employee stock purchase plan, shares | 4,199 | |||||
Stock-based compensation expense | $ 22 | 3,517,106 | 3,517,128 | |||
Stock-based compensation expense, shares | 220,233 | |||||
Tax withholdings paid on equity awards | (26,859) | (26,859) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 26,495 | 26,495 | ||||
Tax withholdings paid related to net share settlement of equity awards | (263,100) | (263,100) | ||||
Cancellation of expired warrants | 2,465,396 | $ (2,465,396) | ||||
Cancellation of expired warrants, shares | (251,567) | |||||
Common stock issued for services | $ 20 | 931,330 | 931,350 | |||
Common stock issued for services, shares | 196,999 | |||||
Cash paid for stock options cancellation | (25,819) | (25,819) | ||||
Repurchase of warrants | 2,457,976 | $ (2,636,201) | (178,225) | |||
Repurchase of warrants, shares | (266,098) | |||||
February 2020 Financing, net of issuance costs of$1,954,678 | $ 1,200 | 28,044,122 | 28,045,322 | |||
February 2020 Financing, net of issuance costs of$1,954,678, shares | 12,000,000 | |||||
Net loss and comprehensive loss | (188,541) | (42,253,426) | (42,441,967) | |||
Balance at Jul. 31, 2020 | $ 2,305 | $ 214,789,808 | $ 5,708,127 | $ (19,504) | $ (206,610,300) | $ 13,870,436 |
Balance, shares at Jul. 31, 2020 | 23,054,474 | 3,114,288 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | May 24, 2019 | Dec. 06, 2018 | Oct. 08, 2018 | Feb. 29, 2020 | Jul. 31, 2019 |
Statement of Stockholders' Equity [Abstract] | |||||
Payments of issuance cost | $ 1,025,655 | $ 304,916 | $ 573,189 | $ 1,954,678 | $ 80,575 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Operating activities | ||
Net loss | $ (42,253,426) | $ (30,276,053) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 216,635 | 243,712 |
Amortization of right-of-use assets | 773,653 | |
Loss on disposal of property and equipment | 703 | |
Amortization of discount on investments | (51,481) | |
Stock-based compensation | 3,517,128 | 3,364,371 |
Common stock issued for services | 931,350 | 845,994 |
Modification of equity award | 135,425 | |
Foreign currency exchange loss, net | (103,136) | 281,473 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,470,982 | (1,566,415) |
Other long-term assets | 42,431 | (9,035) |
Accounts payable and accrued liabilities | 3,617,923 | (741,444) |
Accrued compensation related | (391,096) | (394,521) |
Operating lease liabilities | (967,808) | |
Other long-term liabilities | (836,714) | |
Net cash used in operating activities | (33,145,364) | (29,003,985) |
Investing activities | ||
Purchases of property and equipment | (9,882) | |
Maturity of investment securities | 17,236,000 | |
Sale of investment securities | 5,977,794 | |
Net cash provided by investing activities | 23,203,912 | |
Financing activities | ||
Proceeds from issuance of common stock through ESPP | 7,012 | 27,291 |
Proceeds from issuance of common stock and/or warrants | 30,000,000 | 27,897,155 |
Payment of financing and offering costs | (1,954,678) | (1,159,180) |
Cash paid for stock options cancellation | (25,819) | |
Cash paid for repurchase of warrants | (178,225) | |
Proceeds from exercise of options | 566,135 | |
Proceeds from note payable | 952,744 | |
Principal payments on note payable | (138,244) | (81,577) |
Tax withholdings paid on equity awards | (26,859) | (101,480) |
Tax withholdings paid related to net share settlement of equity awards | (263,100) | (32,505) |
Tax shares sold to pay for tax withholdings on equity awards | 26,495 | 83,246 |
Repurchase of fractional shares | (567) | |
Net cash provided by financing activities | 28,399,326 | 27,198,518 |
Effect of exchange rate changes on cash | (47,280) | (54,292) |
Net increase (decrease) in cash and cash equivalents | (4,793,318) | 21,344,153 |
Cash and cash equivalents, at beginning of year | 25,147,780 | 3,803,627 |
Cash and cash equivalents, at end of year | 20,354,462 | 25,147,780 |
Cash paid during the period for: | ||
Interest | 3,179 | 3,253 |
Income taxes | 2,450 | 1,700 |
Noncash investing and financing transactions: | ||
Expiration of warrants | 2,465,396 | 4,060,759 |
Increase in right-of-use assets and operating lease liabilities resulting from contract modification | 5,288,981 | |
Amounts accrued for offering costs | 200,000 | |
Note issued for insurance premium | $ 551,803 | $ 185,990 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jul. 31, 2020 | |
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 subsidiary, 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 to guide an anti-tumor immune response for the treatment of cancer. Its core technology platform, ImmunoPulse®, is a drug-device therapeutic modality comprised of proprietary intratumoral electroporation (“EP”) delivery devices (the “OncoSec Medical System (OMS) Electroporation device” or “OMS EP device”. The OMS EP device is designed to deliver plasmid DNA-encoded drugs directly into a solid tumor and promote an immunological response against cancer. The OMS EP 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 OMS EP device 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 our study of TAVO in combination with KEYTRUDA® (pembrolizumab) in melanoma, triple negative breast cancer (“TNBC”). KEYNOTE-695 targets melanoma patients who are definitive anti-PD-1 non-responders. In May 2017, we entered into a clinical trial collaboration and supply agreement with a subsidiary of Merck & Co., Inc. (“Merck”) in connection with 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 we plan to complete enrollment or near complete enrollment in this study in the second 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, Cohort 1. 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, Cohort 1 is currently treating patients. The Company completed enrollment in fourth quarter 2019 and provided 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. In June 2020, the Company amended its second clinical trial collaboration and supply agreement with Merck to include another Phase 2 study of TAVO in combination with KEYTRUDA® plus chemotherapy to evaluate the safety and efficacy of the combination in patients with inoperable locally advanced or metastatic triple negative breast cancer (mTNBC). This study is referred to as KEYNOTE-890, Cohort 2. Pursuant to the terms of the amended 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 are responsible for external costs. The KEYNOTE-890, Cohort 2 study is currently expected to begin enrolling patients in Q4 2020/Q1 2021. The Company expects to complete enrollment in within fifteen months and provided interim preliminary data from this study at a future medical conference. The study is a Phase 2 open-label, single-arm, multicenter study in the United States and Australia. In August 2020, the Company commenced an investigator-initiated Phase 2 study conducted by the H. Lee Moffitt Cancer Center and Research Institute and the University of South Florida Morsani College of Medicine to evaluate TAVO™ as neoadjuvant treatment (administered before surgery) in combination with intravenous OPDIVO®(nivolumab) in up to 33 patients with operable locally/regionally advanced melanoma. This investigator-initiated Phase 2 study has been designed to evaluate whether the addition of TAVO can increase the published anti-tumor response observed with monotherapy OPDIVO®, an anti-PD-1 checkpoint inhibitor, in patients with locally/regionally advanced melanoma prior to surgical resection of tumors. This study is currently enrolling and expected to complete enrollment within eighteen months. In April 2020, the Company announced that Providence Cancer Institute, a part of Providence St. Joseph Health (“Providence”), is pursuing a first-in-human Phase 1 clinical trial of OncoSec’s novel DNA-encodable, investigational vaccine, CORVax12, which is designed to act as a prophylactic vaccine to prevent COVID-19. CORVax12 consists of the Company’s existing product candidate, TAVO™ (interleukin-12 or “IL-12” plasmid), in combination with an immunogenic component of the SARS-CoV-2 virus recently developed by researchers at NIH’s National Institute of Allergy and Infectious Diseases (“NIAID”) and licensed to the Company on a non-exclusive basis. Providence investigators have filed an Investigator-Initiated Investigational New Drug (IND) Application with the United States Food and Drug Administration (FDA) and have designed a clinical trial protocol that will evaluate the vaccination of healthy adult volunteers utilizing CORVax12 and an investigational low voltage generator technology if FDA clears the IND. The trial will also include extensive immune monitoring. The Company will supply TAVO and the low voltage electroporation device to Providence as part of this effort and does not anticipate any additional capital commitment at this time. Additionally, the Company will contribute manufacturing, preclinical, and prior clinical information and data for TAVO, along with manufacturing data with respect to the generator, to support FDA’s allowance of the Providence IND. Providence will hold the IND, if cleared by FDA, and perform the preclinical and clinical development work. The anticipated work and clinical trials outlined above are subject to FDA allowance of the Investigator-Initiated IND filed by Providence. In May 2019, the Company commenced an investigator-initiated Phase 1 clinical trial conducted by the University of California San Francisco Helen Diller Family Comprehensive Cancer Center (OMS-131). This study targets patients with SQUAMOUS CELL CARCINOMA HEAD & NECK CANCER (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 and is expected to complete enrollment within eighteen months. 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 our 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 and delivered intratumorally using EP. Specifically, we are 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 low voltage EP generators, including but not limited to the Company’s proprietary APOLLO TM 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 made it available under Australia’s Special Access Scheme (“SAS”) in early 2020. 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 statements of cash flows for the year ended July 31, 2019 have been reclassified to conform to the year ended July 31, 2020 presentation, but there was no effect on net loss or total assets for the year ended July 31, 2019. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2020 | |
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, determining the Incremental Borrowing Rate (“IBR”) for calculating Right-Of-Use (“ROU”) assets and lease liabilities 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. 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(s); ● 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 assets. 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 and cash equivalents, 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 the 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. ● 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. ● 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 Principal Accounting 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. The Company had no assets or liabilities that required remeasurement on a recurring basis as of July 31, 2020 and 2019. 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, 2020, and 2019, 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, 2020 July 31, 2019 Stock options 1,442,856 921,572 Restricted stock units 34,914 77,956 Warrants 3,114,288 3,631,953 Total 4,592,058 4,631,481 Subsequent to July 31, 2020, the Company issued shares of common stock that will impact earnings per share in the future. (See Note 13) 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. 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. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheets. Lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the consolidated balance sheets. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. 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” a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s condensed 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% 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. The effects of the 2017 Tax Act did not have a significant impact on the Company’s consolidated financial statements during the years ended July 31, 2020 and 2019. On March 27, 2020, the president signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) providing nearly $2 trillion in economic relief to eligible businesses impacted by the coronavirus outbreak. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss (“NOL”) utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In addition to the Small Business Administration (“SBA”) loan received in April 2020 (See Note 5), the Company continues to review, and intends to seek, any other available potential benefits under the CARES Act as well as any future legislation signed into law during 2020. Other than the proceeds from the SBA loan, the effects of the CARES Act did not have a significant impact on the Company’s consolidated financial statements during the year ended July 31, 2020. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“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 The Company adopted the standard effective August 1, 2019 using the modified retrospective approach with the effective date as the date of initial application. Consequently, prior period balances and disclosures have not been restated. ASC 842 provides a number of optional practical expedients in transition. For leases that commenced prior to August 1, 2019, the Company elected: (1) the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs, and (2) the use-of-hindsight in determining the lease term and in assessing impairment of ROU assets. In addition, ASC 842 provides practical expedients for an entity’s ongoing accounting that the Company has elected, comprised of the following: (1) the election for classes of underlying asset to not separate non-lease components from lease components, and (2) the election for short-term lease recognition exemption for all leases that qualify. See Note 11 for the Company’s additional required disclosures under Topic 842. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. |
Going Concern and Managements P
Going Concern and Managements Plans | 12 Months Ended |
Jul. 31, 2020 | |
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 $207 million as of July 31, 2020. 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 issuance date of the consolidated financial statements. The accompanying consolidated 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 consolidated 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 consolidated financial statements are issued. As of October 13, 2020, the Company had cash and cash equivalents of $25.3 million. Since inception, cash flows from financing activities has been the primary source of the Company’s liquidity. The Company currently estimates its monthly working capital requirements to be approximately $2.3 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 date the consolidated financial statements are issued. 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 when needed, on favorable terms or at all, the Company will not be able to continue development of its product candidates as currently planned or at all, will need to reevaluate its planned operations and may need to delay, scale back or eliminate some or all of its development programs, reduce expenses or cease operations, any of which would have a significant negative impact on its prospects and financial condition. |
Investment Securities
Investment Securities | 12 Months Ended |
Jul. 31, 2020 | |
Schedule of Investments [Abstract] | |
Investment Securities | Note 4—Investment Securities The Company did not have any investment securities on its consolidated balance sheets as of July 31, 2020 and 2019. 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. The Company did not sell any investments during the year ended July 31, 2020. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Jul. 31, 2020 | |
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, 2020 July 31, 2019 Equipment and furniture $ 1,859,824 $ 1,859,824 Computer software 109,242 109,242 Leasehold improvements 21,934 21,934 Property and equipment, gross 1,991,000 1,991,000 Accumulated depreciation and amortization (1,176,506 ) (959,871 ) Total $ 814,494 $ 1,031,129 Depreciation and amortization expense recorded for the years ended July 31, 2020 and 2019 was approximately $0.2 million and $0.2 million, respectively. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: July 31, 2020 July 31, 2019 Research and development costs $ 4,730,347 $ 2,380,215 Professional services fees 3,097,881 1,702,886 Other 94,808 133,916 Total $ 7,923,036 $ 4,217,017 Accrued Compensation Accrued compensation is comprised of the following: July 31, 2020 July 31, 2019 Separation costs $ - $ 495,004 Accrued payroll 279,473 181,219 401K payable 5,654 - Total $ 285,127 $ 676,223 Other Long-Term Liabilities Other long-term liabilities are comprised of the following: July 31, 2020 July 31, 2019 Deferred rent $ - $ 635,913 Total $ - $ 635,913 |
Notes Payable
Notes Payable | 12 Months Ended |
Jul. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes 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, 2020, the outstanding balance related to this finance agreement was paid in full. On April 27, 2020, the Company was granted a loan (the “Loan”) from the Banc of California in the aggregate amount of $952,744, pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act, which was enacted March 27, 2020. The term of the loan is two years, with monthly payments due the first day of each month, beginning seven months from the date of initial disbursement, or December 1, 2020. Interest accrues at 1% per year, effective on the date of initial disbursement. The outstanding principal balance on the loan as of July 31, 2020 was $952,744. Pursuant to the terms of the CARES Act and any implementing rules and regulations, the Company may apply for the Loan to be forgiven by the SBA in whole or in part beginning no sooner than seven weeks from the date of initial disbursement. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the Loan proceeds will meet the conditions for forgiveness of the Loan, the Company cannot assure that it will be eligible for forgiveness of the Loan, in whole or in part. Any Loan balance remaining following forgiveness by the SBA will be fully re-amortized over the remaining term of the Loan. The entire principal balance remaining unpaid, along with all accrued and unpaid interest, shall be due and payable on the Maturity Date. On June 18, 2020, the Company entered into a finance agreement with AFCO Premium Credit LLC (“AFCO”). Pursuant to the terms of the agreement, AFCO loaned the Company the principal amount of $551,803, which would accrue interest at 3.381% per annum, to partially fund the payment of the premium of the Company’s Director & Officer insurance. The agreement requires the Company to make ten monthly payments of $56,039, including interest starting on July 18, 2020. At July 31, 2020, the outstanding balance related to this finance agreement was $497,319. Future minimum payments under note payable liabilities as of July 31, 2020 are as follows: Years ending July 31, 2021 $ 969,509 2022 480,554 Total $ 1,450,063 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2020 | |
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 Nevada Revised Statutes (“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. Amendment to Articles of Incorporation On September 6, 2019, the Company filed with the Secretary of 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 May 29, 2020, the Company filed with the Secretary of 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 26,000,000 shares of common stock, par value $0.0001 per share, to 100,000,000 shares of common stock, par value $0.0001 per share. China Grand Pharmaceutical and Healthcare Holdings Limited and Sirtex Medical US Holdings, Inc. On February 7, 2020, the Company closed (the “Closing”) 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” and, together with CGP, the “Buyers”). On October 10, 2019, the Company and the Buyers entered into Stock Purchase Agreements (as amended, the “Purchase Agreements”) 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 for a total purchase price of $30 million. The net proceeds, after deducting offering fees and expenses paid by the Company, were approximately $28.0 million. The Company evaluated whether any proceeds received in the Stock Purchase Agreements should be allocated to other agreements entered into at the same time and concluded that there should not be any allocation due to the de minimis value of the other agreements. Upon Closing, CGP and Sirtex owned 43.95% and 8.79%, respectively, of the outstanding shares of common stock of the Company. Purchase Agreements The Purchase Agreements include customary covenants that obligate the Company to use commercially reasonable efforts to cause the purchased shares to be approved for listing on The Nasdaq Capital Market, and a contractual anti-dilution mechanism that accounts for the Company’s outstanding options and warrants, as well as other customary covenants. In addition, the Company, CGP, and Sirtex each shall pay their respective fees and expenses in connection with the transactions contemplated by the Purchase Agreements. On the date of the Closing the Company reimbursed legal fees and expenses incurred by each of CGP and Sirtex in an aggregate amount of $600,000, which are part of the offering fees and expenses noted above. Stockholders 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 received and exercised 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. 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 Stockholder 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. First Amendment to the Purchase Agreements and Stockholder Agreement On November 26, 2019, the Company entered into an amendment (the “First Amendment”) to the Purchase Agreements with CGP and Sirtex and to the Stockholder Agreement with CGP. The First Amendment provided that following the Closing, the Company would, at its next annual meeting of stockholders (instead of at the Special Meeting, as previously required by the Purchase Agreements), seek, among other things, the requisite stockholder approval for the Company to amend its Articles of Incorporation to (i) increase the Company’s authorized shares of common stock by 4,000,000 shares from 26,000,000 shares to 30,000,000 shares and (ii) add the corporate opportunity waiver (described below). In addition, the First Amendment (a) amended the Purchase Agreements to provide that a material breach of the Purchase Agreements shall be deemed to have occurred if the Closing does not occur within 10 business days of the satisfaction of the conditions to the Company’s obligations, including the approval of the Proposed Transactions by the Company’s shareholders and (b) amended the Stockholder Agreement with CGP to provide that rescission of the corporate opportunity waiver is subject to the enhanced voting requirements described below. In connection with approving the First Amendment, to the extent permitted by applicable law, the Board has (i) renounced any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are presented to CGP and certain related parties, the directors on the Board which have been nominated by CGP or Sirtex pursuant to the Stockholder Agreements, any other person or persons who are, at the time, associated with or nominated by, or serving as representatives of either CGP or Sirtex, or the respective affiliates of the foregoing parties (including their officers or directors who are employees, officers, directors, managers, stockholders or members) (the “Covered Persons”), (ii) resolved that none of such Covered Persons shall have any obligation to refrain from (a) engaging in similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company, (b) investing or owning any interest publicly or privately in, serving as a director or officer of or developing a business relationship with, any person engaged in similar activities or lines of business as, or otherwise in competition with, the Company, (c) doing business with any client or customer of the Company or (d) employing or otherwise engaging a former officer or employee of the Company, and (iii) resolved that neither the Company nor any of its subsidiaries shall have any right to be offered any opportunity to participate or invest in any venture engaged or to be engaged in by any Covered Person. On May 29, 2020, the Company’s shareholders approved amendments to its Articles of Incorporation to, among other things, increase the Company’s authorized shares of common stock by 74,000,000 shares from 26,000,000 shares to 100,000,000 shares and include a waiver of the duty of certain directors to present corporate opportunities to the Company. 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 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 had 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 may be 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 466,666 shares of common stock. There were no underwriting or placement agent fees associated with the offering. 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. There were no stock options exercised during the year ended July 31, 2020. Outstanding Warrants During the year ended July 31, 2020, the Company repurchased an aggregate of 266,098 warrants from certain warrant holders for an aggregate of approximately $0.2 million. The repurchase price was paid in cash, and upon repurchase, all the warrants were cancelled and of no further force and effect. At July 31, 2020, the Company had outstanding warrants to purchase 3,114,288 shares of its common stock, with exercise prices ranging from $3.45 to $43.75, all of which were classified as equity instruments. These warrants expire at various dates between November 2020 and May 2024. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2020 | |
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, 2020, there were an aggregate of 3,350,000 shares of the Company’s common stock authorized for issuance under the 2011 Plan. 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. On April 14, 2020, the Board approved, subject to and contingent on stockholder approval at the Company’s Annual Meeting, amendments to the 2011 Plan to (i) increase the number of shares authorized under the 2011 Plan by 2,300,000 shares, and (ii) delete the provision in the 2011 Plan that provides for certain annual and automatic increases in the shares of our common stock reserved for issuance thereunder. On May 29, 2020, the Company’s shareholders approved the amendments to the 2011 Plan. Modification of Stock Option Awards During the year ended July 31, 2020, the Company cancelled 878,534 outstanding common stock option awards under the following terms: ● The Company entered into Stock Option Cancellation Agreements (the “Cancellation Agreements”) with certain executive officers, directors and other senior level employees of the Company, pursuant to which such individuals (the “Senior Level Option holder”) agreed to the voluntary surrender and cancellation of certain previously granted stock options (the “Cancelled Options”) to purchase in the aggregate 699,140 shares of the Company’s common stock. Under the terms of the Cancellation Agreements, each Senior Level Option holder and the Company acknowledged and agreed that the surrender and cancellation of the Cancelled Options was without any expectation on the part of the Senior Level Option holder to receive, and without any obligation on the Company to pay or grant, any cash, equity awards or other consideration presently or in the future with respect to the Cancelled Options. ● The Company cancelled outstanding common stock options held by employees and consultants other than Senior Level Option holders of the Company, pursuant to which such individuals previously granted stock options to purchase in the aggregate 179,394 shares of the Company’s common stock were cancelled for cash consideration of approximately $26,000. The Company accounted for the effects of the stock option modifications described above under the guidance of ASC 718 as follows: ● 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 expense is recognized at the cancellation date. ● The amount of cash paid to settle an equity-classified award is charged directly to equity as long as that amount is equal to or less than the fair-value-based measure of the award on the settlement date. To the extent that the settlement consideration exceeds the fair-value-based measure of the equity-classified award on the settlement date, that difference is recognized as additional compensation cost. The cash paid to settle employee and consultant equity-classified awards, other than Senior Level Option holders, was less than the fair-value-based measure of the award on the settlement date. The approximately $26,000 in cash paid to settle the equity-classified awards was charged directly to additional paid in capital. Following the cancellation of the outstanding option awards described above, there were 15,000 stock option awards outstanding under the 2011 Plan. The Company recorded the previously unrecognized compensation cost related to the cancelled outstanding stock option awards of approximately $1.2 million on the date of cancellation. 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. 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. Modification of Award On October 2, 2019, the Company entered into an amendment to a consulting agreement with a consulting firm. Prior to the amendment the Company was required to issue 3,000 restricted common shares monthly for services through July 2, 2020. As per the terms of the amended agreement, starting October 2, 2019, the Company will be required to issue 15,000 shares of restricted common stock monthly for services through July 2, 2020. Upon modification, it is required under ASC 718 to analyze the fair value of the instruments, before and after the modification, recognizing additional compensation cost for any incremental value. The Company computed the fair value of the award prior to the amendment and compared the fair value to that of the modified award. The incremental compensation cost of approximately $0.2 million resulting from the modification will be recognized ratably over the remaining term of the consulting agreement. Bonuses Paid in Common Stock On March 11, 2020, the Compensation Committee of the Board of Directors approved the payment of discretionary bonuses to our Chief Executive Officer and seven other officers in an aggregate amount equal to $836,250 (the “2019 Incentive Bonuses”), in recognition of the Company’s achievement of certain operational and strategic objectives in 2019 and each individual’s ongoing contributions to the success of the Company. In order to conserve cash and improve cash flow, the Compensation Committee determined that it would be in the Company’s best interests to pay one-half of the 2019 Incentive Bonuses, or $418,125, in cash, and one-half of the 2019 Incentive Bonuses in shares of our common stock (“Contingent Bonus Shares”), subject to approval by the Board of Directors and contingent on stockholder approval of the issuance of the Contingent Bonus Shares at the Company’s annual shareholder meeting (the “Annual Meeting”). On April 14, 2020, the Board of Directors approved the issuance of the Contingent Bonus Shares to the officers, contingent on stockholder approval at the Annual Meeting, and determined that the aggregate number of Contingent Bonus Shares would be 302,989 shares (the “Bonus Share Pool”), which was determined by dividing $418,125 by $1.38, the closing price of our common stock on March 11, 2020. On May 29, 2020, the Company’s stockholders approved the Bonus Share Pool and the Contingent Bonus Shares were granted to the officers following the Annual Meeting. The Contingent Bonus Shares are subject to a six-month holding period requirement. The Company, using the net shares method, issued an aggregate of 185,003 shares of Company common stock to pay one-half of the discretionary bonuses. 117,986 shares of Company common stock were withheld at vesting to cover individual tax withholding obligations. The Company recorded compensation expense related to the Contingent Bonus Shares of $0.7 million during the year ended July 31, 2020, which was determined by multiplying the Bonus Share Pool, or 302,989, by $2.23, the closing price of our common stock on May 29, 2020. Stock Options During the year ended July 31, 2020, the Company granted options to purchase 1,158,982, 225,000 and 80,000 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 a period ranging from two to three years and have exercise prices ranging from $1.56 to $3.30. The stock options issued to directors have a 10-year term, vest over three years and have an exercise price of $1.56. 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 $1.56. 5,050 options granted during the year ended July 31, 2020 were cancelled during the second quarter of fiscal year 2020 as part of the stock option cancellation transaction discussed previously. 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 $8.41. 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 $6.25. 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 $8.46 and $14.30. 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. 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, 2020 Year Ended July 31, 2019 Expected term (years) 5.00–6.50 years 5.00–6.50 years Risk-free interest rate 0.30 -1.70 % 1.74 – 3.09 % Volatility 80.93 – 87.95 % 72.88 –83.87 % Dividend yield 0 % 0 % The Company’s expected volatility is derived from the historical daily change in the market price of its common stock. The Company uses the simplified method to calculate the expected term of options issued to employees, non-employees and directors. 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, 2020 and 2019: Weighted Average Exercise Options Price 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 Granted 1,463,982 $ 1.60 Exercised - $ - Forfeited/Cancelled (942,698 ) $ 12.31 Outstanding and expected to vest – July 31, 2020 1,442,856 $ 1.65 Exercisable – July 31, 2020 474,933 $ 1.72 As of July 31, 2020, the total intrinsic value of options outstanding and exercisable was $3.7 million and $1.2 million, respectively. As of July 31, 2020, the Company has approximately $1.6 million in unrecognized stock-based compensation expense attributable to the outstanding options, which will be amortized over a period of approximately 2.61 years. Stock-based compensation expense recorded in the Company’s consolidated statements of operations for the year ended July 31, 2020 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $2.6 million, which included approximately $1.2 million related to the cancellation of certain stock option awards. Of the total expense, $1.3 million was recorded to research and development and $1.3 million was recorded in general and administrative in the Company’s consolidated statements of operations for the year ended July 31, 2020. Stock-based compensation expense recorded in the Company’s consolidated statements of operations for year ended July 31, 2019 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $2.9 million, respectively. 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 statements of operations for year ended July 31, 2019. The weighted-average grant date fair value of stock options granted during the year ended July 31, 2020 was $1.67. The weighted-average grant date fair value of stock options granted during the year ended July 31, 2019 was $5.29. Restricted Stock Units (“RSUs”) For the year ended July 31, 2020, the Company recorded $0.3 million, in stock-based compensation related to RSUs, which is reflected in the consolidated statements of operations. As of July 31, 2020, there were 34,914 restricted stock units (“RSUs”) outstanding. During the year ended July 31, 2020, 35,230 RSU’s vested. 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 RSU’s outstanding. Shares Issued to Directors In April 2020, the Company granted a director 12,500 shares of common stock under the 2011 Plan for services rendered. The shares vested immediately and the closing price of the Company’s common stock on the date of grant was $1.55 per share. The Company recorded compensation expense relating to the share issuance of approximately $19,000 during the year ended July 31, 2020. Shares Issued to Consultants During the year ended July 31, 2020, 184,499 shares of common stock valued at approximately $0.9 million, 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 approximately $0.9 million, during the year ended July 31, 2020. During the year ended July 31, 2019, 60,300 shares of common stock valued at approximately $0.9 million 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 approximately $0.9 million during the year ended July 31, 2019. 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 sixth offering period under the ESPP ended on January 31, 2019, with 1,428 shares purchased and distributed to employees, the seventh offering period under the ESPP ended on July 31, 2019, with 2,053 shares purchased and distributed to employees, the eighth offering period under the ESPP ended on January 31, 2020, with 2,841 shares purchased and distributed to employees, and the ninth offering period under the ESPP ended on July 31, 2020, with 1,358 shares purchased and distributed to employees. At July 31, 2020, there were 33,409 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, 2020, the following assumptions were used: six-month maturity, 2.04% risk free interest, 90.64% volatility, 0% forfeitures and $0 dividends. For the six-month offering period ended July 31, 2020, the following assumptions were used: six-month maturity, 1.54% risk free interest, 76.59% volatility, 0% forfeitures and $0 dividends. 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. Approximately $3,800 and $12,000 was recorded as stock-based compensation during the years ended July 31, 2020 and 2019, respectively. Common Stock Reserved for Future Issuance The following table summarizes all common stock reserved for future issuance at July 31, 2020: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 1,442,856 Common Stock reserved for restricted stock unit release 34,914 Common Stock authorized for future grant under the 2011 Plan 1,616,901 Common Stock reserved for warrant exercise 3,114,288 Commons Stock reserved for future ESPP issuance 33,409 Total common stock reserved for future issuance 6,242,368 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2020 | |
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, 2020 and 2019. 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, 2020, the Company had federal, New Jersey and California net operating loss carryforwards of approximately $170 million, $67 million and $87 million, respectively. In addition, the Company has federal, California and New Jersey research and development tax credit carryforwards of approximately $2.4 million, $2.0 million and $0.3 million, respectively. The Company also has California Hiring Credits of approximately $9,300. The federal net operating losses incurred in years beginning after January 1, 2018 in the amount of $67 million can be carried forward indefinitely. The remaining $103 million of 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 $1.0 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. Set forth below is the (benefit) provision for income taxes for continuing operations for the years ended July,31: 2020 2019 Current: $ $ Federal - - State (872,000 ) 1,300 Foreign - - Total (benefit from) provision for income taxes $ (872,000 ) $ 1,300 Significant components of the Company’s deferred tax assets as of July 31, 2020 and 2019 are listed below: 2020 2019 Net operating loss carryforwards $ 46,623,000 $ 35,361,000 Credits 4,311,000 3,257,000 Start-up costs 21,000 23,000 Accumulated depreciation 98,000 122,000 Option and stock awards 386,000 4,825,000 Other 122,000 241,000 Net deferred tax assets 51,561,000 43,829,000 Valuation allowance for deferred tax assets (51,561,000 ) (43,829,000 ) Net deferred taxes $ - - A valuation allowance of $51.6 million and $43.8 million at July 31, 2020 and 2019, respectively, has been recognized to offset the net deferred tax assets as realization of such assets is uncertain. The valuation allowance increased by $7.8 million and increased by $6.6 million for the years ended July 31, 2020 and 2019, respectively. A reconciliation of income taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2020 2019 Federal tax benefit at the expected statutory rate 21.00 % 21.00 % State income tax, net of federal tax benefit 1.60 % (0.01 )% Non-deductible expenses (0.76 )% (0.46 )% Tax impact of stock option cancellations (10.04 )% - % Change in valuation allowance (11.46 )% (21.32 )% Other 1.68 % 0.79 % Income tax benefit - effective rate 2.02 % (0.00 )% Sale of New Jersey Net Operating Losses In May 2020, the Company received $0.9 million in net proceeds from the sale of its New Jersey Net Operating Losses under the State of New Jersey NOL Transfer Program. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10—Commitments and Contingencies Contingencies On October 29, 2019, the Company’s stockholder, Alpha Holdings, Inc. (“Alpha”) filed two civil actions in the district court, Clark County, Nevada (the “District Court”), related to the proposed equity investment in the Company (the “Proposed Transaction”) by (i) Grand Decade Developments Limited (“Grand Decade”), a British Virgin Islands limited company and a wholly-owned subsidiary of China Grand Pharmaceutical and Healthcare Holdings Limited (“CGP”) and (ii) Sirtex Medical US Holdings, Inc., an affiliate of CGP (“Sirtex”). The first action, asserted against the Company only, sought to compel the Company to make its books and records available for inspection, so that Alpha could solicit proxies from other stockholders in connection with the vote to approve the Proposed Transaction. The second action, a putative class action asserted against the Company, certain directors on the OncoSec Board (the “Director Defendants”), Sirtex and Grand Decade, sought, among other things, a preliminary injunction to enjoin the Proposed Transaction and a special meeting of OncoSec’s shareholders seeking approval of the Proposed Transaction, based on claims that the Director Defendants breached their fiduciary duties by (i) failing to make complete and accurate disclosures concerning the Proposed Transaction, (ii) adopting improper defensive measures to preclude the Company from pursuing or receiving alternatives to the Proposed Transaction, and (iii) running an inadequate “sales process” that failed to obtain the highest value reasonably available. This second action also asserted a claim against Sirtex and CGP for aiding and abetting the Director Defendants’ alleged breaches of fiduciary duties. On November 13, 2019, the two actions were consolidated into a single proceeding, when the court so-ordered a joint stipulation filed by the parties. On February 6, 2020, the District Court judge denied Alpha’s motion for preliminary injunction in its entirety and allowed the special meeting of shareholders to take place on February 7, 2020. The Nevada Supreme Court then denied Alpha’s request for an emergency appeal. Alpha subsequently filed a stipulation dismissing the action with prejudice, which the District Court entered on March 5, 2020. Since Alpha’s cases were dismissed with prejudice, they cannot be relitigated and the Company has no liability to Alpha with matters addressed in these lawsuits. The Company is not a party to any other legal proceeding or aware of any other threatened action as of the date of this annual report. Employment Agreements The Company has entered into employment agreements with certain 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 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, the Company accrued a liability under the agreement of $9,364 and as of July 31, 2020 the liability was paid in full. 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 accrued a liability under the agreement of $117,271 and as of July 31, 2020 the liability was paid in full. CGP and Sirtex License Agreement and Services Agreement Concurrently with the execution and delivery of the Purchase Agreements, the Company and CGP entered into a License Agreement (the “License Agreement”), which became effective upon the Closing. 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 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) (such royalties, the “Royalties’). During the Royalty Term for a Licensed Product and a Region in the Territory, under no circumstances will the Royalties payable to Licensor hereunder in respect of such Licensed Product and such Region for a calendar half be less than ten percent (10%) of Net Sales of such Licensed Product for such Region for such calendar half, provided that such percentage shall be pro-rated if such Royalty Term ends in such calendar half. If either party believes that the other party has materially breached one or more of its material obligations under the License Agreement, then the non-breaching party may, following a cure period, terminate the License Agreement upon written notice to the breaching party, subject to other conditions. Licensee may terminate the License Agreement in its entirety for any reason or no reason upon prior written notice to Licensor. Additionally, the License Agreement may be terminated upon certain events involving bankruptcy or insolvency. If CGP terminates the License Agreement for convenience or the Company terminates the License Agreement due to CGP’s breach or insolvency, then, subject to certain conditions, each party’s rights and licenses will terminate, and CGP will have certain obligations to assign to the Company, or grant a right of reference under, certain regulatory documentation or approvals. If CGP terminates the License Agreement due to the Company’s breach or insolvency, then CGP will have the option either to keep the License Agreement in effect with the royalty rate owed by CGP to the Company reduced by 50% or to terminate the License Agreement (in which case each party’s rights and licenses will terminate, except that CGP will have the right to wind down certain clinical trials). In addition, the Company and Sirtex entered into a Services Agreement (the “Services Agreement”) which became effective upon the Closing. 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. If either party believes that the other party has materially breached one or more of its material obligations under the Services Agreement, then the non-breaching party may, following a cure period, terminate the Services Agreement upon written notice to the breaching party, subject to other conditions. Sirtex may terminate the Services Agreement in its entirety for any reason or no reason upon prior written notice to the Company. Additionally, the Services Agreement may be terminated upon certain events involving bankruptcy or insolvency. Registration Rights Agreements On the date of the Closing, the Company, CGP, and Sirtex entered into 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 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. The Registration Rights Agreements do not provide for any cash penalties or additional penalties associated with any delays in registering the securities. |
Leases
Leases | 12 Months Ended |
Jul. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 11 – Leases In February 2016, the FASB issued 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. The Company does not have any material variable payments, residual value guarantees or restrictive covenants for its leases and does not have any leases with terms of 12 months or less. On August 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets of approximately $1.4 million, lease liabilities of approximately $2.1 million and a reduction in deferred rent liabilities of $0.6 million for operating leases. Also, the adoption of ASC 842 did not have an impact on the Company’s beginning accumulated deficit balance. Lease Agreements On February 14, 2018, the Company entered into a lease agreement with 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 $46,500 per month (including an estimate for utilities) during the term of the Lease Assignment Agreement, which was the remaining term of the lease through October 2025. While the lease and all of the related obligations were assigned to Vividion, prior to November 2019 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 was not considered probable and no obligation was recorded as of July 31, 2019. In connection with the Company entering into a new lease in November 2019 (See below), the landlord released the Company from any obligations and liabilities arising under the Lease Assignment Agreement. 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 was reduced to $0 on August 1, 2019 upon adoption of ASC Topic 842. In November 2019, the Company entered into a lease agreement for its office space in California directly with the landlord, ARE-SD Region No. 18, LLC (“ARE”), with an effective date being the earlier of: (a) October 1, 2020 or (b) the day after the termination of the Company’s existing sublease if it ends prior to September 30, 2020. The lease is for a term of 36 months, with one renewal option for an additional 36-month term. The minimum monthly payment is $55,989. The Company accounted for the ARE lease as a contract modification, and accordingly, recorded an additional right-of-use asset for approximately $5.3 million and lease liabilities of approximately $5.2 million for this operating lease. The Company has operating leases for corporate offices and lab space. These leases have remaining lease terms of approximately one year to seven years, some of which include options to extend the lease. For any lease where the Company is reasonably certain that a renewal option will be exercised, the lease payments associated with the renewal option period are included in the ROU asset and lease liability as of July 31, 2020. Supplemental balance sheet information related to leases as of July 31, 2020 was as follows: Operating Leases: Operating lease right-of-use assets $ 5,948,224 Operating Leases: Current portion included in current liabilities $ 500,357 Long-term portion included in non-current liabilities 5,874,442 Total operating lease liabilities $ 6,374,799 Supplemental lease expense related to leases was as follows: For the Year Ended July 31, 2020 Operating lease cost $ 1,273,616 Total lease expense $ 1,273,616 Other information related to leases where the Company is the lessee is as follows: As of July 31, 2020 Weighted-average remaining lease term 6.1 years Weighted-average discount rate 10.00 % Supplemental cash flow information related to operating leases was as follows: For the Year Ended July 31, 2020 Cash paid for operating lease liabilities $ 1,406,167 Total cash flows related to operating lease liabilities $ 1,406,167 Future minimum lease payments under non-cancellable leases as of July 31, 2020 were as follows: Years ending July 31, 2021 $ 1,116,946 2022 1,392,265 2023 1,431,473 2024 1,474,552 2025 1,516,126 Thereafter 1,774,569 Total minimum lease payments 8,705,931 Less: Imputed interest (2,331,132 ) Total $ 6,374,799 Disclosures related to periods prior to adoption of ASC 842 The future minimum obligations under leases in effect as of July 31, 2019 having a noncancelable term in excess of one year as determined prior to the adoption of ASC 842 are as follows: Years ending July 31, 2020 $ 1,356,000 2021 308,000 Total minimum lease payments $ 1,664,000 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jul. 31, 2020 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Note 12—401(k) Plan Effective May 15, 2012, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the 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 $136,342 and $94,000 for the years ended July 31, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13—Related Party Transactions On February 12, 2020, the Company entered into a consulting agreement with the spouse of the Company’s Chief Scientific Officer. The term of the agreement is four months and can be extended by written agreement. The agreement provides for an hourly based fee structure for assisting the Company with matters related to oncology and device development related to the Company’s platform. In addition to an hourly based fee structure, the consultant will be eligible to receive stock option awards. On June 12, 2020 the Company amended the consulting agreement, extending the term of the existing agreement until December 12, 2020. The consultant was paid consulting fees of approximately $0.1 million during the year ended July 31, 2020. In addition, the consultant was granted 30,000 non-qualified stock option valued at approximately $48,000 on the date of grant. The non-qualified stock options have a 10-year term, vest immediately and have an exercise prices of $1.56. As of July 31, 2020, the Company accrued consulting fees of approximately $0.1 million, under the consulting agreement and is included in accounts payable and accrued liabilities at July 31, 2020 in the accompanying consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14—Subsequent Events Except as disclosed elsewhere herein, below are the Company’s subsequent events. On August 19, 2020, the Company completed the offer and sale of an aggregate of 4,608,589 shares of its common stock at a purchase price of $3.25 per share in a registered direct offering. The gross proceeds of the offering were approximately $15.0 million, and the net proceeds, after deducting the placement agent’s fee and other offering fees and expenses paid by the Company, were approximately $13.7 million. In connection with the offering, the Company paid the placement agent and other financial advisors an aggregate cash fee equal to 8.0% of the gross proceeds of the offering, as well as legal and other expenses equal to $75,000. On August 25, 2020, the Company entered into an amended lease agreement for the Company’s Pennington, New Jersey office. The lease was to expire on December 31, 2020. The amendment extends the lease term through December 31, 2021 and the lease term automatically renews for up to two additional one-year terms. Base rent under the amended lease agreement escalates 2% per year over the term beginning January 1, 2021. Subsequent to July 31, 2020, the Company issued an aggregate of 1,176,576 stock options to certain individuals, including executive officers, non-executive employees, non-employee directors and consultants. The stock options issued have a ten-year term, vest over a period ranging from one to three years and have an exercise price ranging from $3.43 to $3.82. In addition, the compensation committee approved the accelerated vesting of 1,206,102 previously granted time-vesting stock options. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2020 | |
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, determining the Incremental Borrowing Rate (“IBR”) for calculating Right-Of-Use (“ROU”) assets and lease liabilities 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. |
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(s); ● 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 assets. 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 and cash equivalents, 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 the 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. ● 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. ● 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 Principal Accounting 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. The Company had no assets or liabilities that required remeasurement on a recurring basis as of July 31, 2020 and 2019. |
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, 2020, and 2019, 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, 2020 July 31, 2019 Stock options 1,442,856 921,572 Restricted stock units 34,914 77,956 Warrants 3,114,288 3,631,953 Total 4,592,058 4,631,481 Subsequent to July 31, 2020, the Company issued shares of common stock that will impact earnings per share in the future. (See Note 13) |
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. 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. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheets. Lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the consolidated balance sheets. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. |
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” a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s condensed 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% 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. The effects of the 2017 Tax Act did not have a significant impact on the Company’s consolidated financial statements during the years ended July 31, 2020 and 2019. On March 27, 2020, the president signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) providing nearly $2 trillion in economic relief to eligible businesses impacted by the coronavirus outbreak. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss (“NOL”) utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In addition to the Small Business Administration (“SBA”) loan received in April 2020 (See Note 5), the Company continues to review, and intends to seek, any other available potential benefits under the CARES Act as well as any future legislation signed into law during 2020. Other than the proceeds from the SBA loan, the effects of the CARES Act did not have a significant impact on the Company’s consolidated financial statements during the year ended July 31, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“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 The Company adopted the standard effective August 1, 2019 using the modified retrospective approach with the effective date as the date of initial application. Consequently, prior period balances and disclosures have not been restated. ASC 842 provides a number of optional practical expedients in transition. For leases that commenced prior to August 1, 2019, the Company elected: (1) the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs, and (2) the use-of-hindsight in determining the lease term and in assessing impairment of ROU assets. In addition, ASC 842 provides practical expedients for an entity’s ongoing accounting that the Company has elected, comprised of the following: (1) the election for classes of underlying asset to not separate non-lease components from lease components, and (2) the election for short-term lease recognition exemption for all leases that qualify. See Note 11 for the Company’s additional required disclosures under Topic 842. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
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, 2020 July 31, 2019 Stock options 1,442,856 921,572 Restricted stock units 34,914 77,956 Warrants 3,114,288 3,631,953 Total 4,592,058 4,631,481 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following: July 31, 2020 July 31, 2019 Equipment and furniture $ 1,859,824 $ 1,859,824 Computer software 109,242 109,242 Leasehold improvements 21,934 21,934 Property and equipment, gross 1,991,000 1,991,000 Accumulated depreciation and amortization (1,176,506 ) (959,871 ) Total $ 814,494 $ 1,031,129 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of the following: July 31, 2020 July 31, 2019 Research and development costs $ 4,730,347 $ 2,380,215 Professional services fees 3,097,881 1,702,886 Other 94,808 133,916 Total $ 7,923,036 $ 4,217,017 |
Schedule of Accrued Compensation | Accrued compensation is comprised of the following: July 31, 2020 July 31, 2019 Separation costs $ - $ 495,004 Accrued payroll 279,473 181,219 401K payable 5,654 - Total $ 285,127 $ 676,223 |
Schedule of Other Long-term Liabilities | Other long-term liabilities are comprised of the following: July 31, 2020 July 31, 2019 Deferred rent $ - $ 635,913 Total $ - $ 635,913 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Future Minimum Payments Under Note Payable Liabilities | Future minimum payments under note payable liabilities as of July 31, 2020 are as follows: Years ending July 31, 2021 $ 969,509 2022 480,554 Total $ 1,450,063 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
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, 2020 Year Ended July 31, 2019 Expected term (years) 5.00–6.50 years 5.00–6.50 years Risk-free interest rate 0.30 -1.70 % 1.74 – 3.09 % Volatility 80.93 – 87.95 % 72.88 –83.87 % 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, 2020 and 2019: Weighted Average Exercise Options Price 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 Granted 1,463,982 $ 1.60 Exercised - $ - Forfeited/Cancelled (942,698 ) $ 12.31 Outstanding and expected to vest – July 31, 2020 1,442,856 $ 1.65 Exercisable – July 31, 2020 474,933 $ 1.72 |
Summary of Common Stock Reserved for Future Issuance | The following table summarizes all common stock reserved for future issuance at July 31, 2020: Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 1,442,856 Common Stock reserved for restricted stock unit release 34,914 Common Stock authorized for future grant under the 2011 Plan 1,616,901 Common Stock reserved for warrant exercise 3,114,288 Commons Stock reserved for future ESPP issuance 33,409 Total common stock reserved for future issuance 6,242,368 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of (Benefit) Provision for Income Taxes | Set forth below is the (benefit) provision for income taxes for continuing operations for the years ended July,31: 2020 2019 Current: $ $ Federal - - State (872,000 ) 1,300 Foreign - - Total (benefit from) provision for income taxes $ (872,000 ) $ 1,300 |
Schedule of Significant Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of July 31, 2020 and 2019 are listed below: 2020 2019 Net operating loss carryforwards $ 46,623,000 $ 35,361,000 Credits 4,311,000 3,257,000 Start-up costs 21,000 23,000 Accumulated depreciation 98,000 122,000 Option and stock awards 386,000 4,825,000 Other 122,000 241,000 Net deferred tax assets 51,561,000 43,829,000 Valuation allowance for deferred tax assets (51,561,000 ) (43,829,000 ) Net deferred taxes $ - - |
Schedule of Reconciliation of Income Taxes Using Statutory Income Tax Rate | A reconciliation of income taxes using the statutory income tax rate, compared to the effective rate, is as follows: 2020 2019 Federal tax benefit at the expected statutory rate 21.00 % 21.00 % State income tax, net of federal tax benefit 1.60 % (0.01 )% Non-deductible expenses (0.76 )% (0.46 )% Tax impact of stock option cancellations (10.04 )% - % Change in valuation allowance (11.46 )% (21.32 )% Other 1.68 % 0.79 % Income tax benefit - effective rate 2.02 % (0.00 )% |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jul. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Lease Liabilities | Supplemental balance sheet information related to leases as of July 31, 2020 was as follows: Operating Leases: Operating lease right-of-use assets $ 5,948,224 Operating Leases: Current portion included in current liabilities $ 500,357 Long-term portion included in non-current liabilities 5,874,442 Total operating lease liabilities $ 6,374,799 |
Schedule of Lease Expenses | Supplemental lease expense related to leases was as follows: For the Year Ended July 31, 2020 Operating lease cost $ 1,273,616 Total lease expense $ 1,273,616 |
Schedule of Other Information Related to Leases | Other information related to leases where the Company is the lessee is as follows: As of July 31, 2020 Weighted-average remaining lease term 6.1 years Weighted-average discount rate 10.00 % |
Schedule of Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: For the Year Ended July 31, 2020 Cash paid for operating lease liabilities $ 1,406,167 Total cash flows related to operating lease liabilities $ 1,406,167 |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease | Future minimum lease payments under non-cancellable leases as of July 31, 2020 were as follows: Years ending July 31, 2021 $ 1,116,946 2022 1,392,265 2023 1,431,473 2024 1,474,552 2025 1,516,126 Thereafter 1,774,569 Total minimum lease payments 8,705,931 Less: Imputed interest (2,331,132 ) Total $ 6,374,799 |
Schedule of Future Minimum Lease Obligations | The future minimum obligations under leases in effect as of July 31, 2019 having a noncancelable term in excess of one year as determined prior to the adoption of ASC 842 are as follows: Years ending July 31, 2020 $ 1,356,000 2021 308,000 Total minimum lease payments $ 1,664,000 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details Narrative) | May 20, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split | one-for-ten reverse stock split |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | Mar. 27, 2020USD ($) | Jul. 31, 2020USD ($)Segment | Jul. 31, 2019 |
Number of segment reporting | Segment | 1 | ||
Amount insured by federal deposit insurance corporation (FDIC) | $ 250,000 | ||
Capitalization threshold of property and equipment | $ 5,000 | ||
Percentage of stock purchase | 85.00% | ||
Lease term | 12 months | ||
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. | ||
Federal corporate tax rate | 0.21% | 0.21% | |
Coronavirus Aid, Relief and Economic Security Act [Member] | |||
Economic relief to eligible businesses | $ 2,000,000,000,000 |
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, 2020 | |
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, 2020 | Jul. 31, 2019 | |
Total | 4,592,058 | 4,631,481 |
Restricted Stock Units [Member] | ||
Total | 34,914 | 77,956 |
Stock Options [Member] | ||
Total | 1,442,856 | 921,572 |
Warrants [Member] | ||
Total | 3,114,288 | 3,631,953 |
Going Concern and Managements_2
Going Concern and Managements Plans (Details Narrative) - USD ($) | Oct. 13, 2020 | Jul. 31, 2020 | Jul. 31, 2019 |
Losses in all previous reporting periods from inception to date | $ (206,610,300) | $ (164,356,874) | |
Cash and cash equivalents | $ 20,354,462 | $ 25,147,780 | |
Subsequent Event [Member] | |||
Cash and cash equivalents | $ 25,300,000 | ||
Working capital requirement | $ 2,300,000 |
Investment Securities (Details
Investment Securities (Details Narrative) | 12 Months Ended |
Jul. 31, 2019USD ($) | |
Schedule of Investments [Abstract] | |
Held to maturity, net | $ 5,989,928 |
Gross proceeds from held to maturities | 5,977,794 |
Realized loss on held to maturities | $ 12,134 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and amortization expense | $ 200,000 | $ 200,000 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Property and equipment, gross | $ 1,991,000 | $ 1,991,000 |
Accumulated depreciation and amortization | (1,176,506) | (959,871) |
Total | 814,494 | 1,031,129 |
Equipment and Furniture [Member] | ||
Property and equipment, gross | 1,859,824 | 1,859,824 |
Computer Software [Member] | ||
Property and equipment, gross | 109,242 | 109,242 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 21,934 | $ 21,934 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and development costs | $ 4,730,347 | $ 2,380,215 |
Professional services fees | 3,097,881 | 1,702,886 |
Other | 94,808 | 133,916 |
Total | $ 7,923,036 | $ 4,217,017 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Compensation (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Separation costs | $ 495,004 | |
Accrued payroll | 279,473 | 181,219 |
401K payable | 5,654 | |
Total | $ 285,127 | $ 676,223 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Other Long-term Liabilities (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred rent | $ 635,913 | |
Total | $ 635,913 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 18, 2020 | Apr. 27, 2020 | Mar. 22, 2019 | Jul. 31, 2020 |
Notes payable | $ 952,744 | |||
Finance Agreement [Member] | First Insurance Funding [Member] | ||||
Debt principal amount | $ 185,990 | |||
Accrued interest rate | 6.25% | |||
Number of monthly payments | Nine monthly payments | |||
Monthly payments amount | $ 21,207 | |||
Finance Agreement [Member] | AFCO Premium Credit LLC [Member] | ||||
Debt principal amount | $ 551,803 | |||
Accrued interest rate | 3.381% | |||
Number of monthly payments | Ten monthly payments | |||
Monthly payments amount | $ 56,039 | |||
Notes payable | $ 497,319 | |||
Paycheck Protection Program [Member] | ||||
Debt principal amount | $ 952,744 | |||
Accrued interest rate | 1.00% | |||
Term of loan | 2 years | |||
Debt description | The term of the loan is two years, with monthly payments due the first day of each month, beginning seven months from the date of initial disbursement, or December 1, 2020. |
Notes Payable - Summary of Futu
Notes Payable - Summary of Future Minimum Payments Under Note Payable Liabilities (Details) | Jul. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 969,509 |
2022 | 480,554 |
Total | $ 1,450,063 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Oct. 10, 2019USD ($)shares | May 24, 2019USD ($)$ / sharesshares | May 20, 2019shares | Mar. 29, 2019USD ($)Daysshares | Dec. 06, 2018USD ($)shares | Oct. 09, 2018USD ($)shares | Aug. 31, 2018USD ($)$ / shares | Jul. 31, 2019USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2019USD ($)$ / sharesshares | May 29, 2020$ / sharesshares | Nov. 26, 2019shares | Sep. 06, 2019$ / sharesshares | May 19, 2019shares |
Reverse stock split | one-for-ten reverse stock split | |||||||||||||
Common shares, shares authorized | 16,000,000 | 16,000,000 | 100,000,000 | 16,000,000 | 26,000,000 | 30,000,000 | 16,000,000 | 160,000,000 | ||||||
Common shares, shares outstanding | 7,121,594 | 10,633,043 | 23,054,474 | 10,633,043 | 71,216,082 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock percentage | 85.00% | |||||||||||||
Common stock, shares authorized increased | 74,000,000 | 4,000,000 | ||||||||||||
Dividend rate | 0.00% | 0.00% | ||||||||||||
Number of shares issued for exercise of options, value | $ | $ 566,135 | |||||||||||||
Common Stock Option [Member] | ||||||||||||||
Number of common stock shares issued related to option exercises | 43,029 | |||||||||||||
Number of shares issued for exercise of options, value | $ | $ 600,000 | |||||||||||||
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 | $ / shares | $ 3.15 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 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% | |||||||||||||
Minimum [Member] | ||||||||||||||
Common shares, shares authorized | 26,000,000 | |||||||||||||
Expected term of volatility | 5 years | 5 years | ||||||||||||
Maximum [Member] | ||||||||||||||
Common shares, shares authorized | 30,000,000 | |||||||||||||
Expected term of volatility | 6 years 6 months | 6 years 6 months | ||||||||||||
Common Stock [Member] | ||||||||||||||
Number of common stock shares issued related to option exercises | 43,029 | |||||||||||||
Number of shares issued for exercise of options, value | $ | $ 4 | |||||||||||||
Warrants [Member] | ||||||||||||||
Number of warrant to purchase shares of common stock | 3,114,288 | |||||||||||||
Number of common stock shares issued related to option exercises | ||||||||||||||
Number of shares issued for exercise of options, value | $ | ||||||||||||||
Warrants repurchased, shares | 266,098 | |||||||||||||
Warrants repurchased, value | $ | $ 200,000 | |||||||||||||
Warrant expire term, description | These warrants expire at various dates between November 2020 and May 2024. | |||||||||||||
Warrants [Member] | Minimum [Member] | ||||||||||||||
Warrant exercise price per share | $ / shares | $ 3.45 | |||||||||||||
Warrants [Member] | Maximum [Member] | ||||||||||||||
Warrant exercise price per share | $ / shares | $ 43.75 | |||||||||||||
Alpha Holdings, Inc. [Member] | ||||||||||||||
Number of common stock shares issued | 466,666 | 533,333 | ||||||||||||
Proceeds from common stock | $ | $ 7,000,000 | $ 8,000,000 | ||||||||||||
Stock Purchase Agreements [Member] | Common Stock [Member] | ||||||||||||||
Purchase price of common stock | $ | $ 30,000,000 | |||||||||||||
Proceeds from common stock | $ | $ 28,000,000 | |||||||||||||
Stock Purchase Agreements [Member] | CGP [Member] | ||||||||||||||
Number of common stock shares issued | 10,000,000 | |||||||||||||
Ownership percentage | 43.95% | |||||||||||||
Offering fees and expenses | $ | $ 600,000 | |||||||||||||
Gross proceeds from offering | $ | $ 600,000 | |||||||||||||
Stock Purchase Agreements [Member] | Sirtex [Member] | ||||||||||||||
Number of common stock shares issued | 2,000,000 | |||||||||||||
Ownership percentage | 8.79% | |||||||||||||
Offering fees and expenses | $ | $ 600,000 | |||||||||||||
Gross proceeds from offering | $ | $ 600,000 | |||||||||||||
Stock Purchase Agreements [Member] | Alpha Holdings, Inc. [Member] | ||||||||||||||
Purchase price per share | $ / shares | $ 15 | |||||||||||||
Stock Purchase Agreements [Member] | Alpha Holdings, Inc. [Member] | Maximum [Member] | ||||||||||||||
Purchase price of common stock | $ | $ 15,000,000 | |||||||||||||
Stockholder Agreements [Member] | Common Stock [Member] | ||||||||||||||
Common stock percentage | 40.00% | |||||||||||||
Common stock, description | The Stockholder 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. | |||||||||||||
Purchase Agreements [Member] | Aspire Capital Fund, LLC [Member] | ||||||||||||||
Number of common stock shares sold under offering | 120,201 | 90,000 | 400,674 | |||||||||||
Number of shares sale value | $ | $ 20,000,000 | $ 520,000 | $ 2,000,000 | |||||||||||
Sale of stock percentage | 3.00% | |||||||||||||
Number of purchase of shares | 30,000 | |||||||||||||
Number of purchase of shares, value | $ | $ 20,000,000 | |||||||||||||
Trading days | Days | 10 | |||||||||||||
Secretary of State [Member] | ||||||||||||||
Common shares, shares authorized | 100,000,000 | 26,000,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Placement Agent [Member] | May 2019 Offering [Member] | ||||||||||||||
Offering fees and expenses | $ | $ 11,000,000 | |||||||||||||
Number of warrant to purchase shares of common stock | 178,571 | |||||||||||||
Warrant exercise price per share | $ / shares | $ 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 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | May 29, 2020 | Apr. 14, 2020 | Apr. 14, 2020 | Jan. 31, 2020 | Oct. 29, 2019 | Oct. 02, 2019 | Jul. 31, 2019 | Jul. 31, 2019 | Jan. 31, 2019 | Oct. 29, 2018 | Oct. 26, 2018 | Oct. 23, 2018 | Aug. 22, 2018 | Apr. 30, 2020 | Dec. 31, 2018 | Oct. 31, 2018 | Jul. 31, 2020 | Jul. 31, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Jan. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2020 | Jul. 31, 2019 | Mar. 11, 2020 |
Purchase price of incentive stock options as a percentage of its fair value | 85.00% | ||||||||||||||||||||||||
Number of options issued | |||||||||||||||||||||||||
Intrinsic value of options outstanding, value | $ 3,700,000 | $ 3,700,000 | $ 3,700,000 | ||||||||||||||||||||||
Intrinsic value of options exercisable | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||||||||||||||
Unrecognized stock-based compensation expenses | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | ||||||||||||||||||||||
Unrecognized stock-based compensation amortization period | 2 years 7 months 10 days | ||||||||||||||||||||||||
Weighted-average grant date fair value of stock options granted | $ 1.67 | $ 5.29 | |||||||||||||||||||||||
Number of shares issued for service, value | $ 931,350 | $ 845,994 | |||||||||||||||||||||||
Number of shares authorized for issuance | 6,242,368 | 6,242,368 | 6,242,368 | ||||||||||||||||||||||
Authorized to issued shares under espp | 1,616,901 | 1,616,901 | 1,616,901 | ||||||||||||||||||||||
Six-Month Holding Period [Member] | |||||||||||||||||||||||||
Number of shares issued | 185,003 | ||||||||||||||||||||||||
Number of shares issued value | $ 302,989 | $ 700,000 | |||||||||||||||||||||||
Number of shares issued price per share | $ 2.23 | ||||||||||||||||||||||||
Number of vesting withholding obligations | 117,986 | ||||||||||||||||||||||||
Restricted Stock Units 1 (RSUs) [Member] | |||||||||||||||||||||||||
Number of restricted stock issued | 34,914 | ||||||||||||||||||||||||
Stock-based compensation costs | $ 300,000 | ||||||||||||||||||||||||
Fair value of vested stock grants | 35,230 | ||||||||||||||||||||||||
Restricted Stock Units [Member] | |||||||||||||||||||||||||
Stock-based compensation costs | $ 400,000 | ||||||||||||||||||||||||
Intrinsic value of options outstanding, shares | 77,956 | 77,956 | 77,956 | 77,956 | |||||||||||||||||||||
Fair value of vested stock grants | $ 44,250 | ||||||||||||||||||||||||
Restricted stock units granted | 75,000 | 5,000 | |||||||||||||||||||||||
Restricted stock units vested | 1,250 | 68,750 | 1,250 | 6,250 | 3,750 | ||||||||||||||||||||
Number of shares vesting, description | 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. | 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 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. | ||||||||||||||||||||||
Restricted stock units exercise price | $ 6 | $ 16.40 | |||||||||||||||||||||||
Number of shares vesting percentage | 25.00% | ||||||||||||||||||||||||
Modification of accrued expense on unvested stock units | $ 63,278 | ||||||||||||||||||||||||
Restricted Stock Units [Member] | October 29, 2020 [Member] | |||||||||||||||||||||||||
Restricted stock units vested | 1,250 | ||||||||||||||||||||||||
Restricted Stock Units [Member] | October 29, 2021 [Member] | |||||||||||||||||||||||||
Restricted stock units vested | 1,250 | ||||||||||||||||||||||||
Restricted Stock Units [Member] | Equal Quarterly Installments [Member] | |||||||||||||||||||||||||
Restricted stock units vested | 6,250 | ||||||||||||||||||||||||
Research And Development Expense [Member] | |||||||||||||||||||||||||
Stock-based compensation costs | 1,300,000 | $ 1,200,000 | |||||||||||||||||||||||
General And Administrative Expense [Member] | |||||||||||||||||||||||||
Stock-based compensation costs | $ 1,300,000 | $ 1,700,000 | |||||||||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||||||||||
Number of restricted stock issued | 3,000 | ||||||||||||||||||||||||
Agreement description | On October 2, 2019, the Company entered into an amendment to a consulting agreement with a consulting firm. Prior to the amendment the Company was required to issue 3,000 restricted common shares monthly for services through July 2, 2020. As per the terms of the amended agreement, starting October 2, 2019, the Company will be required to issue 15,000 shares of restricted common stock monthly for services through July 2, 2020. | ||||||||||||||||||||||||
Incremental compensation cost of modification of award | $ 200,000 | ||||||||||||||||||||||||
Amended Consulting Agreements [Member] | |||||||||||||||||||||||||
Number of restricted stock issued | 15,000 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Fair value maturity | 5 years | 5 years | |||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Fair value maturity | 6 years 6 months | 6 years 6 months | |||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Number of stock options cancelled | 878,534 | ||||||||||||||||||||||||
Number of shares issued for service | 196,999 | 60,300 | |||||||||||||||||||||||
Number of shares issued for service, value | $ 20 | $ 6 | |||||||||||||||||||||||
Common Stock [Member] | Cancellation Agreements [Member] | |||||||||||||||||||||||||
Number of stock options cancelled | 699,140 | ||||||||||||||||||||||||
Employees and Consultants [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of stock options cancelled | 179,394 | ||||||||||||||||||||||||
Cash paid to settle the equity-classified awards | $ 26,000 | ||||||||||||||||||||||||
Two Consultants [Member] | Stock Option Cancellation Agreements [Member] | |||||||||||||||||||||||||
Number of stock options cancelled | 53,500 | ||||||||||||||||||||||||
Stock-based compensation costs | $ 377,278 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Chief Executive Officers and Seven Other Officers [Member] | |||||||||||||||||||||||||
Payment of bonus | $ 836,250 | ||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||
Number of shares issued | 302,989 | ||||||||||||||||||||||||
Number of shares issued value | $ 418,125 | ||||||||||||||||||||||||
Number of shares issued price per share | $ 1.38 | $ 1.38 | |||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||
Number of options issued | 20,000 | ||||||||||||||||||||||||
Term of stock options | 10 years | ||||||||||||||||||||||||
Vesting period of stock options granted | 3 years | ||||||||||||||||||||||||
Exercise price | $ 16.40 | ||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||
Number of options issued | 50,000 | ||||||||||||||||||||||||
Term of stock options | 10 years | ||||||||||||||||||||||||
Number of shares issued for service | 48,000 | ||||||||||||||||||||||||
Number of shares issued for service, value | $ 700,000 | ||||||||||||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||||||||||
Exercise price | $ 8.46 | ||||||||||||||||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||||||||||||||||
Exercise price | $ 14.30 | ||||||||||||||||||||||||
Employees, Directors and Consultants [Member] | |||||||||||||||||||||||||
Number of stock options cancelled | 1,200,000 | ||||||||||||||||||||||||
Stock-based compensation costs | $ 2,600,000 | $ 2,900,000 | |||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||
Number of shares issued for service | 184,499 | 60,300 | |||||||||||||||||||||||
Number of shares issued for service, value | $ 900,000 | $ 900,000 | |||||||||||||||||||||||
2011 Plan [Member] | |||||||||||||||||||||||||
Number of shares authorized for issuance to awards granted | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||
Stock option exercisable period | 10 years | ||||||||||||||||||||||||
Provisional percentage of outstanding stock owned by stockholders | 10.00% | ||||||||||||||||||||||||
Increase the number of shares authorized | 2,300,000 | ||||||||||||||||||||||||
Number of stock options cancelled | 942,698 | 228,700 | |||||||||||||||||||||||
Number of vesting withholding obligations | 1,442,856 | 1,442,856 | 1,442,856 | ||||||||||||||||||||||
Number of options issued | 1,463,982 | 302,749 | |||||||||||||||||||||||
Exercise price | $ 1.60 | $ 7.88 | |||||||||||||||||||||||
2011 Plan [Member] | Stock Options Cancelled [Member] | |||||||||||||||||||||||||
Number of stock options cancelled during period, shares | 5,050 | ||||||||||||||||||||||||
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 | 3,350,000 | 3,350,000 | 3,350,000 | ||||||||||||||||||||||
Number of stock options cancelled | 15,000 | ||||||||||||||||||||||||
Number of stock options cancelled, value | $ 1,200,000 | ||||||||||||||||||||||||
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] | |||||||||||||||||||||||||
Number of options issued | 1,158,982 | 154,249 | |||||||||||||||||||||||
Term of stock options | 10 years | 10 years | |||||||||||||||||||||||
Vesting period of stock options granted | 3 years | 3 years | |||||||||||||||||||||||
2011 Plan [Member] | Employees [Member] | Minimum [Member] | |||||||||||||||||||||||||
Vesting period of stock options granted | 2 years | ||||||||||||||||||||||||
Exercise price | $ 1.56 | $ 2.57 | |||||||||||||||||||||||
2011 Plan [Member] | Employees [Member] | Maximum [Member] | |||||||||||||||||||||||||
Vesting period of stock options granted | 3 years | ||||||||||||||||||||||||
Exercise price | $ 3.30 | $ 15.80 | |||||||||||||||||||||||
2011 Plan [Member] | Directors [Member] | |||||||||||||||||||||||||
Stock-based compensation costs | $ 19,000 | ||||||||||||||||||||||||
Number of options issued | 225,000 | 77,500 | |||||||||||||||||||||||
Term of stock options | 10 years | 10 years | |||||||||||||||||||||||
Vesting period of stock options granted | 3 years | ||||||||||||||||||||||||
Exercise price | $ 1.55 | $ 1.56 | |||||||||||||||||||||||
Number of shares issued for service | 12,500 | ||||||||||||||||||||||||
2011 Plan [Member] | Directors [Member] | Minimum [Member] | |||||||||||||||||||||||||
Vesting period of stock options granted | 1 year | ||||||||||||||||||||||||
Exercise price | $ 5.80 | ||||||||||||||||||||||||
2011 Plan [Member] | Directors [Member] | Maximum [Member] | |||||||||||||||||||||||||
Vesting period of stock options granted | 3 years | ||||||||||||||||||||||||
Exercise price | $ 8.41 | ||||||||||||||||||||||||
2011 Plan [Member] | Consultants [Member] | |||||||||||||||||||||||||
Number of options issued | 80,000 | 1,000 | |||||||||||||||||||||||
Term of stock options | 10 years | 10 years | |||||||||||||||||||||||
Exercise price | $ 1.56 | ||||||||||||||||||||||||
2011 Plan [Member] | Consultants [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||
Exercise price | $ 6.25 | ||||||||||||||||||||||||
2019 Incentive Bonuses [Member] | Chief Executive Officers and Seven Other Officers [Member] | |||||||||||||||||||||||||
Payment of bonus | $ 418,125 | ||||||||||||||||||||||||
ESPP [Member] | |||||||||||||||||||||||||
Stock-based compensation costs | $ 3,800 | $ 12,000 | |||||||||||||||||||||||
Number of shares authorized for issuance | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||
Number of shares purchased | 33,409 | ||||||||||||||||||||||||
Authorized to issued shares under espp | 34,767 | 34,767 | 34,767 | 34,767 | |||||||||||||||||||||
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 | 1.54% | 2.04% | 2.46% | 2.22% | |||||||||||||||||||||
Fair value volatility rate | 76.59% | 90.64% | 126.35% | 61.83% | |||||||||||||||||||||
Fair value forfeitures percentage | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||
Fair value dividend | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||
ESPP [Member] | Sixth Offering Period [Member] | |||||||||||||||||||||||||
Number of shares purchased | 1,428 | ||||||||||||||||||||||||
ESPP [Member] | Seventh Offering Period [Member] | |||||||||||||||||||||||||
Number of shares purchased | 2,053 | ||||||||||||||||||||||||
ESPP [Member] | Eighth Offering Period [Member] | |||||||||||||||||||||||||
Number of shares purchased | 2,841 | ||||||||||||||||||||||||
ESPP [Member] | Nineth Offering Period [Member] | |||||||||||||||||||||||||
Number of shares purchased | 1,358 | ||||||||||||||||||||||||
ESPP [Member] | Six Month Call On Unvested Share [Member] | |||||||||||||||||||||||||
Fair market value of unvested shares, percentage | 85.00% |
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, 2020 | Jul. 31, 2019 | |
Risk-free interest rate, minimum | 0.30% | 1.74% |
Risk-free interest rate, maximum | 1.70% | 3.09% |
Volatility, minimum | 80.93% | 72.88% |
Volatility, maximum | 87.95% | 83.87% |
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 | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2020 | Jul. 31, 2019 | |
Options Outstanding, Beginning Balance | |||
Options, Granted | |||
Options Outstanding, Ending Balance | 1,442,856 | 1,442,856 | |
2011 Plan [Member] | |||
Options Outstanding, Beginning Balance | 921,572 | 891,252 | |
Options, Granted | 1,463,982 | 302,749 | |
Options, Exercised | (43,029) | ||
Options, Forfeited/Cancelled | (942,698) | (228,700) | |
Options, Expired | (700) | ||
Options Outstanding, Ending Balance | 921,572 | ||
Options vested and expected to vest | 1,442,856 | 1,442,856 | |
Options Exercisable, Ending Balance | 474,933 | 474,933 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 12.63 | $ 15 | |
Weighted Average Exercise Price, Granted | 1.60 | 7.88 | |
Weighted Average Exercise Price, Exercised | 13.16 | ||
Weighted Average Exercise Price, Forfeited/Cancelled | 12.31 | 15.32 | |
Weighted Average Exercise Price, Expired | 57.60 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | $ 12.63 | ||
Weighted Average Exercise Price, Options vested and expected to vest | $ 1.65 | 1.65 | |
Weighted Average Exercise Price, Exercisable , Ending Balance | $ 1.72 | $ 1.72 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Common Stock Reserved for Future Issuance (Details) | Jul. 31, 2020shares |
Share-based Payment Arrangement [Abstract] | |
Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) | 1,442,856 |
Common Stock reserved for restricted stock unit release | 34,914 |
Common Stock authorized for future grant under the 2011 Plan | 1,616,901 |
Common Stock reserved for warrant exercise | 3,114,288 |
Commons Stock reserved for future ESPP issuance | 33,409 |
Total common stock reserved for future issuance | 6,242,368 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Jul. 31, 2020 | Jul. 31, 2019 | Jan. 02, 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 | $ 51,561,000 | 43,829,000 | ||
Changes in valuation allowances | 7,800,000 | $ 6,600,000 | ||
New Jersey [Member] | ||||
Net operating loss carryforwards | 67,000,000 | |||
Research and development tax credit carryforwards | $ 300,000 | |||
Net operating loss carryforwards expiration description | 2029 | |||
Proceeds from sale of net operating loss | $ 900,000 | |||
California [Member] | ||||
Net operating loss carryforwards | $ 87,000,000 | |||
Research and development tax credit carryforwards | 2,000,000 | |||
Hiring credits | $ 9,300 | |||
Net operating loss carryforwards expiration description | 2029 | |||
Australia [Member] | ||||
Net operating loss carryforwards | $ 1,000,000 | |||
Federal [Member] | ||||
Net operating loss carryforwards | 170,000,000 | $ 67,000,000 | ||
Research and development tax credit carryforwards | $ 2,400,000 | $ 103,000,000 | ||
Net operating loss carryforwards expiration description | 2029 |
Income Taxes - Schedule of (Ben
Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current Federal | ||
Current State | (872,000) | 1,300 |
Current Foreign | ||
Total (benefit from) provision for income taxes | $ (872,000) | $ 1,300 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax Assets (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 46,623,000 | $ 35,361,000 |
Credits | 4,311,000 | 3,257,000 |
Start-up costs | 21,000 | 23,000 |
Accumulated depreciation | 98,000 | 122,000 |
Option and stock awards | 386,000 | 4,825,000 |
Other | 122,000 | 241,000 |
Net deferred tax assets | 51,561,000 | 43,829,000 |
Valuation allowance for deferred tax assets | (51,561,000) | (43,829,000) |
Net deferred taxes |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes Using Statutory Income Tax Rate (Details) | 12 Months Ended | |
Jul. 31, 2020 | Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | 0.21% | 0.21% |
State income tax, net of federal tax benefit | 1.60% | (0.01%) |
Non-deductible expenses | (0.76%) | (0.46%) |
Tax impact of stock option cancellations | (10.04%) | |
Change in valuation allowance | (11.46%) | (21.32%) |
Other | 1.68% | (0.79%) |
Income tax benefit - effective rate | 2.02% | (0.00%) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 26, 2018 | Jul. 16, 2018 | Jul. 31, 2020 | Jul. 31, 2019 |
Liability | $ 16,033,025 | $ 5,612,913 | ||
Restricted Stock Units [Member] | ||||
Number of vested shares | 2,500 | |||
License Agreement [Member] | ||||
Percentage of royalties on net sales | 20.00% | |||
Description on royalty rates | During the Royalty Term for a Licensed Product and a Region in the Territory, under no circumstances will the Royalties payable to Licensor hereunder in respect of such Licensed Product and such Region for a calendar half be less than ten percent (10%) of Net Sales of such Licensed Product for such Region for such calendar half, provided that such percentage shall be pro-rated if such Royalty Term ends in such calendar half. If either party believes that the other party has materially breached one or more of its material obligations under the License Agreement, then the non-breaching party may, following a cure period, terminate the License Agreement upon written notice to the breaching party, subject to other conditions. Licensee may terminate the License Agreement in its entirety for any reason or no reason upon prior written notice to Licensor. Additionally, the License Agreement may be terminated upon certain events involving bankruptcy or insolvency. If CGP terminates the License Agreement for convenience or the Company terminates the License Agreement due to CGP's breach or insolvency, then, subject to certain conditions, each party's rights and licenses will terminate, and CGP will have certain obligations to assign to the Company, or grant a right of reference under, certain regulatory documentation or approvals. If CGP terminates the License Agreement due to the Company's breach or insolvency, then CGP will have the option either to keep the License Agreement in effect with the royalty rate owed by CGP to the Company reduced by 50% or to terminate the License Agreement (in which case each party's rights and licenses will terminate, except that CGP will have the right to wind down certain clinical trials). | |||
Chief Financial Officer [Member] | Separation and Release Agreement [Member] | ||||
Officer compensation | $ 300,000 | |||
Liability | $ 300,000 | |||
Accrued liabilities | 9,364 | |||
Employee [Member] | Separation and Release Agreement [Member] | ||||
Officer compensation | $ 415,000 | |||
Liability | $ 451,112 | |||
Accrued liabilities | $ 117,271 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Feb. 14, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | Jul. 31, 2020 | Aug. 02, 2019 | Jul. 31, 2019 |
Operating right-of-use asset | $ 5,948,224 | |||||||
Lease liabilities | 500,357 | |||||||
Deferred rent liabilities | 635,913 | |||||||
Lease term | 12 months | |||||||
Lease Assignment Agreement [Member] | ||||||||
Operating right-of-use asset | $ 5,300,000 | |||||||
Lease liabilities | 5,200,000 | |||||||
Lease expiration date | Oct. 31, 2025 | |||||||
Monthly base rent | $ 55,989 | $ 101,500 | ||||||
Area of rentable premises per share | $ 2.98 | $ 2.98 | ||||||
Lease description | The Company entered into a lease agreement for its office space in California directly with the landlord, ARE-SD Region No. 18, LLC ("ARE"), with an effective date being the earlier of: (a) October 1, 2020 or (b) the day after the termination of the Company's existing sublease if it ends prior to September 30, 2020. The lease is for a term of 36 months, with one renewal option for an additional 36-month term. | |||||||
Lease term | 36 months | |||||||
Lease Assignment Agreement [Member] | NR Premises [Member] | ||||||||
Monthly base rent | $ 46,500 | |||||||
Lease Assignment Agreement [Member] | Sub Lease Premises [Member] | ||||||||
Lease expiration date | Sep. 30, 2020 | |||||||
Monthly base rent | $ 30,400 | |||||||
Lease Assignment Agreement [Member] | MawIt Inc [Member] | ||||||||
Lease expiration date | Apr. 30, 2020 | |||||||
Lease Assignment Agreement [Member] | Vividion Therapeutics, Inc. [Member] | ||||||||
Monthly base rent | $ 49,768 | |||||||
Area of rentable premises per share | $ 4 | $ 4 | ||||||
Annual increases in base rent percentage | 3.00% | |||||||
Amended Lease Agreement [Member] | MawIt Inc [Member] | ||||||||
Lease expiration date | Dec. 31, 2020 | |||||||
Prepaid rent | $ 60,000 | |||||||
Lease Agreement [Member] | MawIt Inc [Member] | ||||||||
Security deposit | $ 23,372 | |||||||
Lease Agreement [Member] | MawIt Inc [Member] | Each of First Two Months [Member] | ||||||||
Monthly base rent | 11,686 | |||||||
Lease Agreement [Member] | MawIt Inc [Member] | Third through Fifteenth Months [Member] | ||||||||
Monthly base rent | 11,929 | |||||||
Lease Agreement [Member] | MawIt Inc [Member] | Sixteen Months through Twenty Three Months [Member] | ||||||||
Monthly base rent | $ 12,173 | |||||||
Lease Agreement [Member] | ||||||||
Deferred rent liability | $ 1,100,000 | $ 1,100,000 | $ 600,000 | |||||
Accounting Standards Update 2016-02 [Member] | ||||||||
Operating right-of-use asset | $ 1,400,000 | |||||||
Lease liabilities | 2,100,000 | |||||||
Deferred rent liabilities | 600,000 | |||||||
Deferred rent liability | $ 0 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liabilities (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 5,948,224 | |
Current portion included in current liabilities | 500,357 | |
Long-term portion included in non-current liabilities | 5,874,442 | |
Total operating lease liabilities | $ 6,374,799 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) | 12 Months Ended |
Jul. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,273,616 |
Total lease expense | $ 1,273,616 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases (Details) | Jul. 31, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term | 6 years 1 month 6 days |
Weighted-average discount rate | 10.00% |
Leases - Schedule of Cash Flow
Leases - Schedule of Cash Flow Information Related to Operating Leases (Details) | 12 Months Ended |
Jul. 31, 2020USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 1,406,167 |
Total cash flows related to operating lease liabilities | $ 1,406,167 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) | Jul. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 1,116,946 |
2022 | 1,392,265 |
2023 | 1,431,473 |
2024 | 1,474,552 |
2025 | 1,516,126 |
Thereafter | 1,774,569 |
Total minimum lease payments | 8,705,931 |
Less: Imputed interest | (2,331,132) |
Total | $ 6,374,799 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Obligations (Details) | Jul. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 1,356,000 |
2021 | 308,000 |
Total minimum lease payments | $ 1,664,000 |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) | May 15, 2012 | Jul. 31, 2020 | Jul. 31, 2019 |
Maximum percentage of contribution permitted to employees on eligible compensation | 100.00% | ||
Employer's matching contribution | 100.00% | ||
Employer contributions | $ 136,342 | $ 94,000 | |
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) - USD ($) | Jun. 12, 2020 | Feb. 12, 2020 | Jul. 31, 2020 | Jul. 31, 2020 | Jul. 31, 2019 |
Accrued consulting fees | $ 3,097,881 | $ 3,097,881 | $ 1,702,886 | ||
Share based payment award options grants shares | |||||
Consulting Agreement [Member] | Chief Scientific Officer [Member] | |||||
Agreement description | The Company amended the consulting agreement, extending the term of the existing agreement until December 12, 2020. | The Company entered into a consulting agreement with the spouse of the Company's Chief Scientific Officer. The term of the agreement is four months and can be extended by written agreement. | |||
Lease term | 4 months | ||||
Consulting Agreement [Member] | Consultant [Member] | |||||
Accrued consulting fees | $ 100,000 | $ 100,000 | |||
Share based payment award options grants shares | 30,000 | ||||
Share based payment award options date of grant | $ 48,000 | ||||
Stock options exercisable term | 10 years | ||||
Grants in period, weighted average exercise price | $ 1.56 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 25, 2020 | Aug. 19, 2020 | Oct. 24, 2020 | Jul. 31, 2020 |
Number of options issued | ||||
Subsequent Event [Member] | Lease Agreement [Member] | ||||
Lease expire date | Dec. 31, 2020 | |||
Lessee, operating lease, description | The amendment extends the lease term through December 31, 2021 and the lease term automatically renews for up to two additional one-year terms. Base rent under the amended lease agreement escalates 2% per year over the term beginning January 1, 2021. | |||
Base rent percentage | 2.00% | |||
Subsequent Event [Member] | Placement Agent [Member] | ||||
Other expenses | $ 13,700,000 | |||
Subsequent Event [Member] | Placement Agent and Other Financial Advisors [Member] | ||||
Other expenses | $ 75,000 | |||
Subsequent Event [Member] | Executive Officers, Non-Executive Employees, Non-Employees, Directors and Consultants [Member] | ||||
Number of options issued | 1,176,576 | |||
Subsequent Event [Member] | Executive Officers, Non-Executive Employees, Non-Employees, Directors and Consultants [Member] | Minimum [Member] | ||||
Stock option vesting term | 1 year | |||
Stock option exercise price | $ 3.43 | |||
Subsequent Event [Member] | Executive Officers, Non-Executive Employees, Non-Employees, Directors and Consultants [Member] | Maximum [Member] | ||||
Stock option vesting term | 3 years | |||
Stock option exercise price | $ 3.82 | |||
Number of vesting shares | 1,206,102 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Number of common stock shares issued | 4,608,589 | |||
Purchase price | $ 3.25 | |||
Proceeds from issuance public offering | $ 15,000,000 | |||
Cash fee percentage | 8.00% |