Cover
Cover | 3 Months Ended |
Oct. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ONCOSEC MEDICAL INCORPORATED |
Entity Central Index Key | 0001444307 |
Entity Tax Identification Number | 98-0573252 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 820 Bear Tavern Road |
Entity Address, City or Town | Ewing |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 08628 |
City Area Code | 855 |
Local Phone Number | 662-6732 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | President and Chief Executive Officer |
Entity Address, Address Line Two | 820 Bear Tavern Road |
Entity Address, City or Town | Ewing |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 08628 |
City Area Code | 855 |
Local Phone Number | 662-6732 |
Contact Personnel Name | Robert H. Arch |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 5,729,691 | $ 12,299,740 | $ 45,951,233 |
Prepaid expenses and other current assets | 2,903,468 | 2,932,731 | 3,228,191 |
Total Current Assets | 8,633,159 | 15,232,471 | 49,179,424 |
Property and equipment, net | 933,701 | 978,614 | 928,821 |
Intangible assets, net | 361,059 | 378,529 | 448,412 |
Operating lease right-of-use assets | 3,931,083 | 4,665,515 | 5,445,744 |
Other long-term assets | 579,960 | 623,239 | 273,523 |
Total Assets | 14,438,962 | 21,878,368 | 56,275,924 |
Current liabilities | |||
Accounts payable and accrued liabilities | 4,802,456 | 4,208,222 | 5,561,645 |
Accrued compensation related | 468,618 | 376,977 | 320,655 |
Operating lease liabilities | 978,570 | 1,111,571 | 845,483 |
Note payable | 659,870 | 936,558 | 1,234,133 |
Total Current Liabilities | 6,909,514 | 6,633,328 | 7,961,916 |
Operating lease liabilities, net of current portion | 3,513,897 | 4,126,636 | 5,238,207 |
Liability under co-promotion agreement - related party | 5,000,000 | 5,000,000 | 5,000,000 |
Total Liabilities | 15,423,411 | 15,759,964 | 18,200,123 |
Commitments and Contingencies (Note 8) | |||
Stockholders’ Equity (Deficit) | |||
Common stock authorized – 4,545,455 common shares with a par value of $0.0001 as of October 31, 2022 and July 31, 2022, common stock issued and outstanding – 1,790,741 and 1,790,051 common shares as of October 31, 2022 and July 31, 2022, respectively | 179 | 179 | 178 |
Additional paid-in capital | 288,767,020 | 288,236,945 | 286,341,029 |
Warrants issued and outstanding – 75,897 and 77,554 warrants as of October 31, 2022 and July 31, 2022, respectively | 3,368,509 | 3,591,734 | 3,591,734 |
Accumulated other comprehensive income | 898,906 | 247,211 | (79,109) |
Accumulated deficit | (294,019,063) | (285,957,665) | (251,778,031) |
Total Stockholders’ Equity (Deficit) | (984,449) | 6,118,404 | 38,075,801 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 14,438,962 | $ 21,878,368 | $ 56,275,924 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, shares authorized | 4,545,455 | 4,545,455 | 4,545,455 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 1,790,741 | 1,790,051 | 1,779,664 |
Common stock, shares outstanding | 1,790,741 | 1,790,051 | 1,779,664 |
Warrants issued | 75,897 | 77,554 | 77,554 |
Warrants outstanding | 75,897 | 77,554 | 77,554 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Expenses: | ||||
Research and development | 4,768,372 | 6,645,771 | 25,821,543 | 34,097,641 |
General and administrative | 2,538,497 | 3,269,723 | 11,190,519 | 14,282,417 |
Loss from operations | (7,306,869) | (9,915,494) | (37,012,062) | (48,380,058) |
Gain on extinguishment of debt | 960,790 | |||
Other income (expense), net | 38,098 | (2,010) | 28,857 | (704) |
Interest expense | (11,081) | (8,045) | (20,925) | (15,857) |
Foreign currency exchange gain (loss), net | (781,546) | 116,924 | (509,652) | (144,085) |
Loss before income taxes | (8,061,398) | (9,808,625) | (37,513,782) | (47,579,914) |
Income tax (benefit) expense | (3,334,148) | (2,412,183) | ||
Net loss | $ (8,061,398) | $ (9,808,625) | $ (34,179,634) | $ (45,167,731) |
Basic and diluted net loss per common share | $ (4.50) | $ (5.51) | $ (19.13) | $ (30.20) |
Weighted average shares used in computing basic and diluted net loss per common share | 1,790,301 | 1,780,788 | 1,786,557 | 1,495,608 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Income Statement [Abstract] | ||||
Net Loss | $ (8,061,398) | $ (9,808,625) | $ (34,179,634) | $ (45,167,731) |
Foreign currency translation adjustments | 651,695 | (130,393) | 326,320 | (59,605) |
Comprehensive Loss | $ (7,409,703) | $ (9,939,018) | $ (33,853,314) | $ (45,227,336) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrant [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 2020 | $ 105 | $ 214,792,008 | $ 5,708,127 | $ (19,504) | $ (206,610,300) | $ 13,870,436 |
Beginning balance, shares at Jul. 31, 2020 | 1,047,931 | 141,559 | ||||
Common stock issued for employee stock purchase plan | 9,973 | 9,973 | ||||
Common stock issued for employee stock purchase plan, shares | 173 | |||||
Exercise of common stock warrants | $ 6 | 6,580,239 | $ (1,787,294) | 4,792,951 | ||
Exercise of common stock warrants, shares | 63,148 | (63,148) | ||||
Exercise of common stock options | $ 2 | 636,991 | 636,993 | |||
Exercise of common stock options, shares | 17,153 | |||||
Stock-based compensation expense | $ 1 | 5,137,067 | 5,137,068 | |||
Stock-based compensation expense, shares | 8,115 | |||||
Tax withholdings paid on equity awards | (238,976) | (238,976) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 220,490 | 220,490 | ||||
Cancellation of expired warrants | 329,099 | $ (329,099) | ||||
Cancellation of expired warrants, shares | (857) | |||||
August 2020 Registered Direct Offering, net of $1,464,276 issuance costs | $ 21 | 13,513,617 | 13,513,638 | |||
August 2020 Registered Direct Offering, net of $1,464,276 issuance costs, shares | 209,481 | |||||
January 2021 Public Offering, net of $2,970,165 issuance costs | $ 35 | 39,056,298 | 39,056,333 | |||
January 2021 Public Offering, net of $2,970,165 issuance costs, shares | 350,513 | |||||
Purchase of shares under CGP and Sirtex stock purchase agreements | $ 8 | 5,836,723 | 5,836,731 | |||
Purchase of shares under CGP and Sirtex stock purchase agreements, shares | 76,900 | |||||
Common stock issued for services | 467,500 | 467,500 | ||||
Stock-based compensation expense, shares | 6,250 | |||||
Other comprehensive income/(loss) | (59,605) | (59,605) | ||||
Net loss | (45,167,731) | (45,167,731) | ||||
Ending balance, value at Jul. 31, 2021 | $ 178 | 286,341,029 | $ 3,591,734 | (79,109) | (251,778,031) | 38,075,801 |
Ending balance, shares at Jul. 31, 2021 | 1,779,664 | 77,554 | ||||
Stock-based compensation expense | 599,907 | 599,907 | ||||
Stock-based compensation expense, shares | 1,704 | |||||
Tax withholdings paid on equity awards | (28,119) | (28,119) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 27,623 | 27,623 | ||||
Common stock issued for services | 42,500 | 42,500 | ||||
Stock-based compensation expense, shares | 568 | |||||
Other comprehensive income/(loss) | (130,393) | (130,393) | ||||
Net loss | (9,808,625) | (9,808,625) | ||||
Ending balance, value at Oct. 31, 2021 | $ 178 | 286,982,940 | $ 3,591,734 | (209,502) | (261,586,656) | 28,778,694 |
Ending balance, shares at Oct. 31, 2021 | 1,781,936 | 77,554 | ||||
Beginning balance, value at Jul. 31, 2021 | $ 178 | 286,341,029 | $ 3,591,734 | (79,109) | (251,778,031) | 38,075,801 |
Beginning balance, shares at Jul. 31, 2021 | 1,779,664 | 77,554 | ||||
Common stock issued for employee stock purchase plan | 2,100 | 2,100 | ||||
Common stock issued for employee stock purchase plan, shares | 136 | |||||
Exercise of common stock options | $ 1 | 202,799 | 202,800 | |||
Exercise of common stock options, shares | 5,909 | |||||
Stock-based compensation expense | 1,649,686 | 1,649,686 | ||||
Stock-based compensation expense, shares | 3,774 | |||||
Tax withholdings paid on equity awards | (47,515) | (47,515) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 46,346 | 46,346 | ||||
Purchase of shares under CGP and Sirtex stock purchase agreements | ||||||
Common stock issued for services | 42,500 | 42,500 | ||||
Stock-based compensation expense, shares | 568 | |||||
Other comprehensive income/(loss) | 326,320 | 326,320 | ||||
Net loss | (34,179,634) | (34,179,634) | ||||
Ending balance, value at Jul. 31, 2022 | $ 179 | 288,236,945 | $ 3,591,734 | 247,211 | (285,957,665) | 6,118,404 |
Ending balance, shares at Jul. 31, 2022 | 1,790,051 | 77,554 | ||||
Stock-based compensation expense | 307,030 | 307,030 | ||||
Stock-based compensation expense, shares | 690 | |||||
Tax withholdings paid on equity awards | (2,646) | (2,646) | ||||
Tax shares sold to pay for tax withholdings on equity awards | 2,466 | 2,466 | ||||
Cancellation of expired warrants | 223,225 | $ (223,225) | ||||
Cancellation of expired warrants, shares | (1,657) | |||||
Other comprehensive income/(loss) | 651,695 | 651,695 | ||||
Net loss | (8,061,398) | (8,061,398) | ||||
Ending balance, value at Oct. 31, 2022 | $ 179 | $ 288,767,020 | $ 3,368,509 | $ 898,906 | $ (294,019,063) | $ (984,449) |
Ending balance, shares at Oct. 31, 2022 | 1,790,741 | 75,897 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Jul. 31, 2021 USD ($) | |
August 2020 [Member] | Registered Direct Offering [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Payments of issuance cost | $ 1,464,276 |
January 2021 [Member] | IPO [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Payments of issuance cost | $ 2,970,165 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Operating activities | ||||
Net loss | $ (8,061,398) | $ (9,808,625) | $ (34,179,634) | $ (45,167,731) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 62,383 | 63,996 | 257,286 | 236,864 |
Amortization of right-of-use asset | 251,486 | 94,880 | 809,030 | 841,299 |
Stock-based compensation | 307,030 | 599,907 | 1,649,686 | 5,137,068 |
Common stock issued for services | 42,500 | 42,500 | 467,500 | |
Foreign currency exchange (gain) loss, net | 781,546 | (116,924) | 509,652 | 144,085 |
Gain on extinguishment of debt | (960,790) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | 202,785 | 270,956 | 1,323,584 | 613,432 |
Other long-term assets | 27,784 | (380,083) | 49,854 | |
Accounts payable and accrued liabilities | 472,903 | (1,076,281) | (1,381,199) | (2,561,215) |
Accrued compensation related | 91,641 | 166,712 | 56,322 | 35,528 |
Operating lease liabilities | (262,794) | (105,373) | (845,483) | (629,928) |
Net cash used in operating activities | (6,126,634) | (9,868,252) | (32,138,339) | (41,794,034) |
Investing activities | ||||
Purchases of property and equipment | (244,857) | (304,603) | ||
Purchase of intangible assets | (495,000) | |||
Net cash used in investing activities | (244,857) | (799,603) | ||
Financing activities | ||||
Proceeds from issuance of common stock through ESPP | 2,100 | 9,973 | ||
Proceeds from issuance of common stock and/or warrants | 57,004,412 | |||
Payment of financing and offering costs | (66,469) | (39,794) | (4,434,441) | |
Proceeds from exercise of stock options | 202,800 | 636,993 | ||
Proceeds from exercise of warrants | 4,792,951 | |||
Purchase of shares under CGP and Sirtex stock purchase agreements | 5,836,731 | |||
Principal payments on note payable | (276,688) | (367,124) | (1,325,560) | (619,105) |
Tax withholdings paid on equity awards | (2,646) | (28,119) | (47,515) | (238,976) |
Tax shares sold to pay for tax withholdings on equity awards | 2,466 | 27,623 | 46,346 | 220,490 |
Proceeds from co-promotion agreement | 5,000,000 | |||
Net cash used in financing activities | (343,337) | (367,620) | (1,161,623) | 68,209,028 |
Effect of exchange rate changes on cash and cash equivalents | (100,078) | (8,606) | (106,674) | (18,620) |
Net decrease in cash and cash equivalents | (6,570,049) | (10,244,478) | (33,651,493) | 25,596,771 |
Cash and cash equivalents, at beginning of period | 12,299,740 | 45,951,233 | 45,951,233 | 20,354,462 |
Cash and cash equivalents, at end of period | 5,729,691 | 35,706,755 | 12,299,740 | 45,951,233 |
Supplemental disclosure for cash flow information: | ||||
Interest | 11,081 | 8,045 | 20,925 | 10,302 |
Income taxes | 2,969 | 4,992 | ||
Noncash investing and financing transactions: | ||||
Expiration of warrants | 223,225 | 329,099 | ||
Decrease in right-of-use assets and operating lease liabilities resulting from contract modification | 482,946 | 338,819 | ||
Amounts accrued for offering costs | $ 188,028 | |||
Note issued for insurance premium | $ 1,027,986 | $ 1,355,919 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
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 generated 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 to OncoSec Medical Incorporated in March 2011 when it began operating as a biotechnology company. The Company is a late-stage immuno-oncology company focused on designing, developing and commercializing innovative, proprietary, intra-tumoral DNA-based therapeutics delivered by electroporation (“EP”) to stimulate and augment anti-tumor immune responses for the treatment of cancers. Its core technology, ImmunoPulse®, is a drug-device therapeutic modality platform comprised of a proprietary OncoSec Medical System EP device (the “OMS EP Device”) and a proprietary DNA plasmid delivery and application method that enables transient expression of recombinant therapeutic molecules in cells. The OMS EP Device is designed to promote cellular uptake of plasmid DNA injected directly into solid tumors to allow subsequent expression of the encoded therapeutic protein. The OMS EP Device can be adapted to treat different tumor types, and consists of an electrical pulse generator and disposable applicator. The Company’s lead product candidate is a plasmid encoding interleukin-12 (“IL-12”) called tavokinogene telseplasmid (“TAVO™”). The OMS EP Device is used to deliver TAVO™ into cells in tumor lesions, with the aim of overcoming the immunosuppressive microenvironment in the treated tumor and elicit systemic tumor-specific immune responses in cancer patients. Activation of an appropriate anti-tumor inflammatory response in the treated lesion can drive the immune system to mount 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™-EP for expedited FDA review, a rolling Biologics License Application (“BLA”) review and certain other benefits to achieve faster registration of a therapeutic product. The Company’s primary focus is to pursue its study of TAVO™-EP in combination with KEYTRUDA® (pembrolizumab) in melanoma. In October 2022, due to its financial position, the Company decreased all clinical activity outside of its melanoma clinical pipeline, including trials and studies involving triple negative breast cancer (“TNBC”) and squamous cell carcinoma of the head and neck. The Company’s KEYNOTE-695 clinical trial is a registration-directed, Phase 2b open-label, non-randomized, multicenter trial in approximately 100 patients treated with TAVO™-EP in combination with KEYTRUDA® in anti-PD-1 checkpoint inhibitor (nivolumab or pembrolizumab) relapsed or refractory metastatic melanoma. The KEYNOTE-695 clinical trial is being conducted in the United States, Canada, Australia and Europe. In May 2017, the Company entered into a clinical trial collaboration and supply agreement with a subsidiary of Merck & Co., Inc. (“Merck”) in connection with the KEYNOTE-695 trial. Pursuant to the terms of the agreement, each company will bear its own costs related to manufacturing and supply of its product, as well as its own internal costs. The Company is the trial sponsor and is responsible for external costs. The trial completed enrollment of Cohort 1 in December 2020. In December 2020, the protocol was amended to include an additional cohort, consisting of patients who were exposed to prior treatment with ipilimumab and progressed on prior anti-PD-1 checkpoint inhibitor. The amendment also enabled enrollment of approximately 25 additional patients to be treated with an updated version of the OMS EP Device (i.e., GenPulse TM The Company’s KEYNOTE-890 clinical trial is a Phase 2, open-label, non-randomized, multicenter trial conducted in the United States and Australia to evaluate the safety and efficacy of TAVO™-EP in combination with KEYTRUDA® in patients with inoperable locally advanced or metastatic TNBC who have previously failed at least one systemic chemotherapy or immunotherapy (Cohort 1) or TAVO™-EP in combination with KEYTRUDA® and chemotherapy in patients with inoperable locally advanced or metastatic TNBC who have had no prior systemic therapy in the advanced or metastatic setting (Cohort 2). In May 2018, the Company entered into a second clinical trial collaboration and supply agreement with a subsidiary of Merck with respect to the KEYNOTE-890 trial, Cohort 1. Pursuant to the terms of the agreement, each company will bear its own costs related to manufacturing and supply of its product, as well as its own internal costs. The Company is the trial sponsor and is responsible for external costs. In June 2020, the Company amended its second clinical trial collaboration and supply agreement to include KEYNOTE-890, Cohort 2, for the frontline treatment of patients with inoperable locally advanced or metastatic TNBC with the combination of TAVO-EP, KEYTRUDA, and chemotherapy. Enrollment of Cohort 1 (26 patients) was completed in December 2020. Interim data for Cohort 1 was initially presented at the San Antonio Breast Cancer Symposium (“SABCS”) in December 2019, and an update on this cohort was presented at the SABCS in December 2021. Enrollment of Cohort 2 (target 40 patients) began in January 2021. Enrollment to Cohort 2 has been closed as of October 2022; the Company has deferred further development of TAVO™-EP for the treatment of TNBC in order to focus its efforts and resources on the ongoing development of TAVO™-EP in melanoma. In August 2020, the Company supported commencement of an investigator-initiated Phase 2 clinical trial conducted by the H. Lee Moffitt Cancer Center and Research Institute and the University of South Florida Morsani College of Medicine to evaluate TAVO™-EP as neoadjuvant treatment (administered before surgery) in combination with intravenous OPDIVO® (nivolumab) in up to 33 patients with operable locally/regionally advanced melanoma. This trial has been designed to evaluate whether the addition of TAVO™-EP can increase the complete pathological response rate observed with monotherapy OPDIVO®, an anti-PD-1 checkpoint inhibitor, in patients with locally/regionally advanced melanoma prior to surgical resection of tumors. This trial began enrolling patients in December 2020. Enrollment for this trial is expected to be completed in calendar year 2023. Preliminary data from this trial was presented at an international medical conference, the Society for Immunotherapy of Cancer (SITC), in November 2022. In November 2020, the Company obtained an exclusive license to the Cliniporator® electroporation gene electrotransfer platform from IGEA Clinical Biophysics. This platform has been used for electrochemotherapy in and outside of Europe in over 200 major oncological centers to treat cutaneous metastatic cancer nodules, including melanoma. The license encompasses a broad field of use for gene delivery in oncology, including use as part of the Company’s Visceral Lesion applicator (“VLA”) program. The Company may continue to pursue potential new trials and studies related to TAVO™-EP, in various tumor types. The VLA is intended and may be designed to work with low voltage EP generators, including but not limited to the Company’s proprietary APOLLO™ EP generator and Cliniporator®, and it is expected to enable transfection of immunologically relevant genes into cells located in visceral primary or metastatic tumor lesions. For example, the Company may develop this proprietary technology to treat liver, lung, bladder, pancreatic and other difficult to treat visceral lesions. In early 2020, the Company presented early preclinical data pertaining to visceral delivery of plasmid-based therapeutics at meeting of the Society for Interventional Oncology and the Society for Interventional Radiology, and the Company has since successfully completed several animal studies to assess the VLA. The Company has deferred further development of the VLA in order to focus its efforts and resources on the ongoing development of TAVO™-EP in melanoma. Restructuring Plan On October 2, 2022, the Company’s Board of Directors authorized a restructuring plan (the “Restructuring Plan”) that is designed to prioritize clinical activities in melanoma to reduce operating expenses while advancing the Company’s lead product candidate, TAVO™ EP, toward near-term data milestones in connection with the KEYNOTE-695 clinical trial. As part of the Restructuring Plan, the Company restructured its internal operations and reduced its workforce by approximately 45%, or 18 employees. The Company currently estimates that it will incur charges of approximately $ 750,000 800,000 The charges that the Company expects to incur in connection with the Restructuring Plan are estimates and subject to a number of assumptions, and actual results may differ materially. The foregoing estimated amounts do not include any non-cash charges associated with stock-based compensation. The Company expects to operationalize additional cost reduction actions that will include other incremental cost reduction actions unrelated to workforce reductions. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of October 31, 2022, the condensed consolidated statements of operations for the three months ended October 31, 2022 and 2021, the condensed consolidated statements of comprehensive loss for the three months ended October 31, 2022 and 2021, the condensed consolidated statements of stockholders’ equity (deficit) for the three months ended October 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the three months ended October 31, 2022 and 2021, are unaudited, but include all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented and necessary in order to make the Company’s financial statements not misleading. The condensed consolidated results of operations for the three months ended October 31, 2022 shown herein are not necessarily indicative of the consolidated results that may be expected for the year ending July 31, 2023, or for any other period. These condensed consolidated financial statements, and notes thereto, should be read in conjunction with the audited consolidated financial statements for the fiscal year ended July 31, 2022, included in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (“SEC”) on October 31, 2022. The condensed consolidated balance sheet at July 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements. | 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 generated 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 to OncoSec Medical Incorporated in March 2011 when it began operating as a biotechnology company. The Company is a late-stage immuno-oncology company focused on designing, developing and commercializing innovative, proprietary, intra-tumoral DNA-based therapeutics delivered by electroporation (“EP”) to stimulate and augment anti-tumor immune responses for the treatment of cancers. Its core technology, ImmunoPulse®, is a drug-device therapeutic modality platform comprised of a proprietary OncoSec Medical System EP device (the “OMS EP Device”) and a proprietary DNA plasmid delivery and application method that enables transient expression of recombinant therapeutic molecules in cells. The OMS EP Device is designed to promote cellular uptake of plasmid DNA injected directly into solid tumors to allow subsequent expression of the encoded therapeutic protein. The OMS EP Device can be adapted to treat different tumor types, and consists of an electrical pulse generator and disposable applicator. The Company’s lead product candidate is a plasmid encoding interleukin-12 (“IL-12”) called tavokinogene telseplasmid (“TAVO™”). The OMS EP Device is used to deliver TAVO™ into cells in tumor lesions, with the aim of reversing the immunosuppressive microenvironment in the treated tumor and elicit systemic tumor-specific immune responses in cancer patients. Activation of an appropriate anti-tumor inflammatory response in the treated lesion can drive the immune system to mount 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™-EP for expedited FDA review, a rolling Biologics License Application (“BLA”) review and certain other benefits to achieve faster registration of a therapeutic product. The Company’s primary focus is to pursue its study of TAVO™-EP in combination with KEYTRUDA® (pembrolizumab) in melanoma. During October of 2022, due to the Company’s financial position the Company decreased all clinical activity outside of its melanoma clinical pipeline, including trials and studies involving triple negative breast cancer (“TNBC”) and squamous cell carcinoma head and neck cancer. The Company’s KEYNOTE-695 clinical trial is a registration-directed, Phase 2b open-label, single-arm, multicenter trial in approximately 100 patients treated with TAVO™-EP in combination with KEYTRUDA® (pembrolizumab) in anti-PD-1 checkpoint inhibitor (nivolumab or pembrolizumab) relapsed or refractory metastatic melanoma, being conducted in the United States, Canada, Australia and Europe. In May 2017, the Company entered into a clinical trial collaboration and supply agreement with a subsidiary of Merck & Co., Inc. (“Merck”) in connection with the KEYNOTE-695 trial. Pursuant to the terms of the agreement, each company will bear its own costs related to manufacturing and supply of its product, as well as be responsible for its own internal costs. The Company is the trial sponsor and is responsible for external costs. The trial completed enrollment of Cohort 1 in December 2020. In December 2020, the protocol was amended to include an additional cohort, consisting of patients who were exposed to treatment with ipilimumab and progressed on prior anti-PD-1 checkpoint inhibitor. The amendment also enabled enrollment of approximately 25 additional patients to be treated with an updated version of the OMS EP Device (i.e., GenPulse TM The Company’s KEYNOTE-890 clinical trial is a Phase 2, open-label, single-arm, multicenter trial conducted in the United States and Australia to evaluate the safety and efficacy of TAVO™-EP in combination with KEYTRUDA® in patients with inoperable locally advanced or metastatic TNBC who have previously failed at least one systemic chemotherapy or immunotherapy (Cohort 1) or TAVO™-EP in combination with KEYTRUDA® and chemotherapy in patients with inoperable locally advanced or metastatic TNBC who have had no prior systemic therapy in the advanced or metastatic setting (Cohort 2). In May 2018, the Company entered into a second clinical trial collaboration and supply agreement with a subsidiary of Merck with respect to the KEYNOTE-890 trial, Cohort 1. Pursuant to the terms of the agreement, each company will bear its own costs related to manufacturing and supply of its product, as well as be responsible for its own internal costs. The Company is the trial sponsor and is responsible for external costs. In June 2020, the Company amended its second clinical trial collaboration and supply agreement to include KEYNOTE-890, Cohort 2, for the frontline treatment of patients with inoperable locally advanced or metastatic TNBC with the combination of TAVO-EP, KEYTRUDA, and chemotherapy. Enrollment of Cohort 1 was completed (26 patients) in December 2020. Interim data for Cohort 1 was initially presented at the San Antonio Breast Cancer Symposium (“SABCS”) in December 2019, and an update on this cohort was presented at the SABCS in December 2021. Enrollment of Cohort 2 (target 40 patients) began in January 2021. Due to slow enrollment and competing studies in front-line TNBC, recruitment on Cohort 2 has been halted as of October 2022. The Company has deferred further development of TAVO™-EP for the treatment of TNBC in order to focus its efforts and resources on our ongoing development of TAVO™-EP in melanoma. In May 2019, the Company supported commencement of an investigator-initiated Phase 1 clinical trial conducted by the University of California San Francisco (“UCSF”) Helen Diller Family Comprehensive Cancer Center. This trial targets patients with Squamous Cell Carcinoma of the Head & Neck and is a single-arm open-label clinical trial in which 68 evaluable patients will receive TAVO™-EP, KEYTRUDA® and epacadostat. Recruitment on this trial was halted for strategic reasons in June 2021. In August 2020, the Company supported commencement of an investigator-initiated Phase 2 clinical trial conducted by the H. Lee Moffitt Cancer Center and Research Institute and the University of South Florida Morsani College of Medicine to evaluate TAVO™-EP as neoadjuvant treatment (administered before surgery) in combination with intravenous OPDIVO® (nivolumab) in up to 33 patients with operable locally/regionally advanced melanoma. This trial has been designed to evaluate whether the addition of TAVO™-EP 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 trial began enrolling patients in December of 2020. Enrollment for this trial is expected to be completed in 2023. Preliminary data from this trial will be presented at an international medical conference, the Society for Immunotherapy of Cancer (SITC), in November 2022. In November 2020, the Company obtained an exclusive license to the Cliniporator® electroporation gene electrotransfer platform from IGEA Clinical Biophysics. This platform has been used for electrochemotherapy in and outside of Europe in over 200 major oncological centers to treat cutaneous metastatic cancer nodules, including melanoma. The license encompasses a broad field of use for gene delivery in oncology, including use as part of the Company’s Visceral Lesion applicator (“VLA”) program. The Company intends to continue to pursue potential new trials and studies related to TAVO™-EP, in various tumor types. In addition, the Company is also developing its next-generation EP device and applicator, including advancements toward prototypes, pursuing discovery research to identify other product candidates that, similar to IL-12, can be encoded into plasmid-DNA and delivered, using our proprietary delivery and application method, intratumorally using EP. For example, the Company has been, and intends to continue once the Company’s financial position allows, developing proprietary technology to potentially treat liver, lung, bladder, pancreatic and other difficult to treat visceral lesions through the direct delivery of plasmid encoded therapeutics with the VLA. While currently paused to focus activities on melanoma and clinical stage programs, the Company intends to continue this work in the future. The VLA is intended and may be designed to work with low voltage EP generators, including but not limited to the Company’s proprietary APOLLO TM ® |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 2— Significant Accounting Policies Reverse Stock Split The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of 1-for-22 (the “Reverse Stock Split”) Principles of Consolidation The accompanying condensed 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 condensed 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. Significant accounting estimates related to the Company’s ability to continue as a going concern and certain calculations related to that determination. 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 in both the United States and Australia and such balances commonly exceed the $ 250,000 250,000 160,000 Property and Equipment The Company’s capitalization threshold is $ 5,000 Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation Computers and equipment: 3 10 Computer software: 1 3 Leasehold improvements: Shorter of lease period or useful life Construction-in-progress is stated at cost, which relates to the cost of equipment not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. Intangible Assets Definite life intangible assets include a license. Intangible assets are recorded at cost. License agreement cost represents the fair value of the license agreement on the date acquired. Intangible assets are amortized on a straight-line basis over their estimated 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 projected 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. Research and Development Expenses Research and development expenses consist of costs incurred for internal projects, as well as partner-funded collaborative research and development activities. These costs include direct and research-related overhead expenses, which include salaries, stock-based compensation and other personnel-related expenses, facility costs, supplies, depreciation of facilities and laboratory equipment, as well as research consultants and the cost of funding research at universities and other research institutions, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use, are expensed when incurred. In accordance with Accounting Standards Codification (“ASC”) 730-20, the Company accounts for upfront, non-refundable research and development payments received from a related party as a long-term liability as there has not been a substantive and genuine transfer of risk and there is a presumption that the Company is obligated to repay the related party. Accruals for Research and Development Expenses and Clinical Trials The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided under such contracts. The Company accounts for these expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company determines accrual estimates through financial models and takes into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. 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 Management. 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 October 31, 2022 and July 31, 2022. 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 October 31, 2022 and July 31, 2022, 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: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share For the Three Months Ended For the Three Months Ended October 31, 2022 October 31, 2021 Stock options 129,261 129,656 Restricted stock units 2,020 4,780 Warrants 75,897 77,554 Total 207,178 211,990 Stock-Based Compensation The Company grants equity-based awards (typically stock options or restricted stock units) under its stock-based compensation plan and occasionally 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 grant. 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 and (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” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign currency exchange gain (loss), net” on the Company’s consolidated statements of operations. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Australia and is excluded from the accompanying consolidated statements of operations. Australia Research and Development Tax Credit The Company’s wholly-owned Australian subsidiary incurs research and development expenses, primarily in the course of conducting clinical trials. The Company’s Australian research and development activities qualify for the Australian government’s tax credit program, which provides a 43.5 Recent Accounting Pronouncements No recent accounting pronouncements are anticipated to have an impact on or related to the Company’s financial condition, results of operations, or related disclosures. | Note 2 – Significant Accounting Policies Reverse Stock Split The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of 1-for-22 (the “Reverse Stock Split”) 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. Significant accounting estimates related to the Company’s ability to continue as a going concern and certain calculations related to that determination. 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 in both the United States and Australia and such balances commonly exceed the $ 250,000 250,000 175,000 Property and Equipment The Company’s capitalization threshold is $ 5,000 Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation Computers and equipment: 3 10 Computer software: 1 3 Leasehold improvements: Shorter of lease period or useful life Construction-in-progress is stated at cost, which relates to the cost of equipment not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. Intangible Assets Definite life intangible assets include a license. Intangible assets are recorded at cost. License agreement cost represents the fair value of the license agreement on the date acquired. Intangible assets are amortized on a straight-line basis over their estimated 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. Research and Development Expenses Research and development expenses consist of costs incurred for internal projects, as well as partner-funded collaborative research and development activities. These costs include direct and research-related overhead expenses, which include salaries, stock-based compensation and other personnel-related expenses, facility costs, supplies, depreciation of facilities and laboratory equipment, as well as research consultants and the cost of funding research at universities and other research institutions, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use, are expensed when incurred. In accordance with Accounting Standards Codification (“ASC”) 730-20, the Company accounts for upfront, non-refundable research and development payments received from a related party as a long-term liability as there has not been a substantive and genuine transfer of risk and there is a presumption that the Company is obligated to repay the related party. Accruals for Research and Development Expenses and Clinical Trials The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided under such contracts. The Company accounts for these expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company determines accrual estimates through financial models and takes into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. 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 Management. 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, 2022 and July 31, 2021. 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, 2022 and July 31, 2021, 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: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share July 31, 2022 July 31, 2021 Stock options 133,973 141,438 Restricted stock units 2,710 20,125 Warrants 77,554 77,554 Total 214,237 239,117 Stock-Based Compensation The Company grants equity-based awards (typically stock options or restricted stock units) under its stock-based compensation plan and occasionally 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 grant. 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 and (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” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign currency exchange gain (loss), net” on the Company’s consolidated statements of operations. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Australia and is excluded from the accompanying consolidated statements of operations. Australia Research and Development Tax Credit The Company’s wholly-owned Australian subsidiary incurs research and development expenses, primarily in the course of conducting clinical trials. The Company’s Australian research and development activities qualify for the Australian government’s tax credit program, which provides a 43.5 The CARES Act 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 Recent Accounting Pronouncements No recent accounting pronouncements are anticipated to have an impact on or related to the Company’s financial condition, results of operations, or related disclosures. |
Going Concern and Management_s
Going Concern and Management’s Plans | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern and Management’s Plans | Note 3— Going Concern and Management’s Plans The Company has sustained losses in all reporting periods since inception, with an accumulated deficit of approximately $ 294 As of December 1, 2022, the Company had cash and cash equivalents of $ 8.1 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 to the Company when needed, 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. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our clinical development programs. Similarly, if our common stock is delisted from the Nasdaq Capital Market, it may limit our ability to raise additional funds (see Note 12). The ongoing COVID-19 pandemic has also caused volatility in the global financial markets and threatened a slowdown in the global economy, which may negatively affect our ability to raise additional capital on attractive terms or at all. 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 the 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 the Company’s prospects and financial condition. | Note 3 – Going Concern and Management’s Plans The Company has sustained losses in all reporting periods since inception, with an accumulated deficit of approximately $ 286 As of October 17, 2022, the Company had cash and cash equivalents of $ 6.7 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 to the Company when needed, 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. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our clinical development programs. Similarly, if our common stock is delisted from the Nasdaq Capital Market, it may limit our ability to raise additional funds (see Note 13). The ongoing COVID-19 pandemic has also caused volatility in the global financial markets and threatened a slowdown in the global economy, which may negatively affect our ability to raise additional capital on attractive terms or at all. 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 the 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 the Company’s prospects and financial condition. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Balance Sheet Details | ||
Balance Sheet Details | Note 4— Balance Sheet Details Property and Equipment Property and equipment, net, is comprised of the following: Schedule of Property and Equipment, Net October 31, 2022 July 31, 2022 Equipment and furniture $ 1,944,540 $ 1,944,540 Computer software 109,242 109,242 Leasehold improvements 32,651 32,651 Construction in progress 446,367 446,367 Property and equipment, gross 2,532,800 2,532,800 Accumulated depreciation and amortization (1,599,099 ) (1,554,186 ) Total $ 933,701 $ 978,614 Depreciation and amortization expense recorded for the three months ended October 31, 2022 was approximately $ 45,000 Depreciation and amortization expense recorded for the three months ended October 31, 2021 was approximately $ 47,000 Intangible Assets Intangible assets, net, is comprised of the following: Schedule of Intangible Assets October 31, 2022 July 31, 2022 License $ 495,000 $ 495,000 Accumulated amortization (133,941 ) (116,471 ) Total $ 361,059 $ 378,529 In November 2020, the Company licensed generator technology for use in its clinical trials and other research and development efforts. Unless earlier terminated, the term of the license agreement will remain in effect for 85 months. The Company has determined that the license has alternative future uses in research and development projects. The value of the acquired license is recorded as an intangible asset with amortization over the estimated useful life of 85 Intangible asset amortization expense recorded for the three months ended October 31, 2022 was approximately $ 17,000 Intangible asset amortization expense recorded for the three months ended October 31, 2021 was approximately $ 17,000 At October 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows: Schedule of Amortization Expense of Intangible Assets Years ending July 31, 2023 – the remainder of the fiscal year $ 52,412 2024 69,882 2025 69,882 2026 69,882 2027 69,882 Thereafter 29,119 Total $ 361,059 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: Schedule of Accounts Payable and Accrued Liabilities October 31, 2022 July 31, 2022 Research and development costs $ 3,402,401 $ 3,210,627 Professional services fees 1,319,890 877,411 Other 80,165 120,184 Total $ 4,802,456 $ 4,208,222 Accrued Compensation Accrued compensation is comprised of the following: Schedule of Accrued Compensation October 31, 2022 July 31, 2022 Accrued payroll $ 208,781 $ 311,662 401K payable 15,579 7,333 Accrued severance 244,258 57,982 Total $ 468,618 $ 376,977 | Note 4 – Balance Sheet Details Property and Equipment Property and equipment, net, is comprised of the following: Schedule of Property and Equipment, Net July 31, 2022 July 31, 2021 Equipment and furniture $ 1,944,540 $ 1,919,301 Computer software 109,242 109,242 Leasehold improvements 32,651 32,651 Construction in progress 446,367 234,409 Property and equipment, gross 2,532,800 2,295,603 Accumulated depreciation and amortization (1,554,186 ) (1,366,782 ) Total $ 978,614 $ 928,821 Depreciation and amortization expense recorded for the years ended July 31, 2022 and 2021 was approximately $ 0.2 Intangible Assets Intangible assets, net, is comprised of the following: Schedule of Intangible Assets July 31, 2022 July 31, 2021 License $ 495,000 $ 495,000 Accumulated amortization (116,471 ) (46,588 ) Total $ 378,529 $ 448,412 In November 2020, the Company licensed generator technology for use in its clinical trials and other research and development efforts. Unless earlier terminated, the term of the license agreement will remain in effect for 85 months. The Company has determined that the license has alternative future uses in research and development projects. The value of the acquired license is recorded as an intangible asset with amortization over the estimated useful life of 85 Intangible asset amortization expense recorded for the year ended July 31, 2022 and 2021 was approximately $ 70,000 47,000 At July 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows: Schedule of Amortization Expense of Intangible Assets Years ending July 31, 2023 – the remainder of the fiscal year 2023 $ 69,882 2024 69,882 2025 69,882 2026 69,882 2027 69,882 Thereafter 29,119 Total $ 378,529 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following: Schedule of Accounts Payable and Accrued Liabilities July 31, 2022 July 31, 2021 Research and development costs $ 3,210,627 $ 4,206,926 Professional services fees 877,411 1,229,040 Other 120,184 125,679 Total $ 4,208,222 $ 5,561,645 Accrued Compensation Accrued compensation is comprised of the following: Schedule of Accrued Compensation July 31, 2022 July 31, 2021 Accrued payroll $ 311,662 $ 311,590 401K payable 7,333 9,065 Accrued severance 57,982 - Total $ 376,977 $ 320,655 |
Note Payable
Note Payable | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Note Payable | Note 5— Note Payable On July 11, 2022, 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 $ 1,027,986 5.248 eleven monthly payments 95,923 659,870 | Note 5 – Notes Payable Note Payable On April 27, 2020, the Company was granted a two 952,744 Interest accrued at 1 The Company submitted its application for full loan forgiveness on January 6, 2021. On February 12, 2021, the Company received notice that the full Loan amount of $ 952,744 8,046 960,790 On July 1, 2021, 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 $ 1,355,919 2.894 eleven monthly payments 125,056 0 1,234,133 On July 11, 2022, 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 $ 1,027,986 5.248 eleven monthly payments 95,923 936,558 Future minimum payments under note payable liabilities as of July 31, 2022 are as follows: Summary of Future Minimum Payments Under Note Payable Liabilities Years ending July 31, 2023 $ 936,558 Total $ 936,558 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 6— Stockholders’ Equity Outstanding Warrants At October 31, 2022, the Company had outstanding warrants to purchase 75,897 75.90 275.00 China Grand Pharmaceutical and Healthcare Holdings Limited and Sirtex Medical US Holdings, Inc. On October 10, 2019, the Company and Grand Decade Developments Limited (“GDDL”), a direct, wholly-owned subsidiary of Grand Pharmaceutical Group Limited (formerly 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”) entered into Stock Purchase Agreements (as amended, the “Purchase Agreements”), pursuant to which the Company agreed to sell and issue to CGP and Sirtex 454,545 90,909 30.0 28.0 | Note 6 – Stockholders’ Equity January 2021 Offering On January 25, 2021, the Company completed the offer and sale of an aggregate of 350,513 119.90 42.0 39.1 6.0 0.4 August 2020 Offering On August 19, 2020, the Company completed the offer and sale of an aggregate of 209,481 71.50 15.0 13.5 8.0 0.3 Common Stock Option Exercise During the year ended July 31, 2022, shares of common stock issued related to option exercises totaled 5,909 0.2 17,153 0.6 Outstanding Warrants There were no warrants exercised during the year ended July 31, 2022. During the year ended July 31, 2021, shares of common stock issued related to warrant exercises totaled 63,148 4.8 On July 31, 2022, the Company had outstanding warrants to purchase 77,554 75.90 369.60 China Grand Pharmaceutical and Healthcare Holdings Limited and Sirtex Medical US Holdings, Inc. On October 10, 2019, the Company and Grand Pharmaceutical Group Limited (formerly 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”) entered into Stock Purchase Agreements (as amended, the “Purchase Agreements”), pursuant to which the Company agreed to sell and issue to CGP and Sirtex 454,545 90,909 30.0 28.0 During the year ended July 31, 2021, shares of common stock issued to third party investors related to warrant exercises totaled 63,148 64,084 75.90 4.8 12,817 75.90 1.0 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Note 7— 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 but not limited to, stock options and restricted stock units, to employees, directors and consultants. The 2011 Plan authorizes a total of 209,091 100 10 110 Stock Options During the three months ended October 31, 2022, the Company granted an equity award that consisted of options to purchase 2,273 10 9.94 During the three months ended October 31, 2021, the Company granted options to purchase 1,064 10 44.22 49.72 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: Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation Three Months Ended October 31, 2022 Three Months Ended October 31, 2021 Expected term (years) 5.12 5.49 5.13 6.00 Risk-free interest rate 4.07 4.09 % 0.69 0.92 % Volatility 89.96 91.75 % 86.98 88.89 % 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, as the Company does not have much stock option exercise history and thus does not have enough information on exercise behavior to calculate a refined expected term based on that information. 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 three months ended October 31, 2022: Summary of Stock Option Activity Options Weighted Average Exercise Price Weighted - Average Remaining Contract Aggregate Intrinsic Value ($000) Outstanding - July 31, 2022 133,973 $ 57.42 Granted 2,273 $ 9.94 Forfeited/Cancelled (6,985 ) $ 133.46 Outstanding - October 31, 2022 129,261 $ 52.39 8.3 $ - Exercisable - October 31, 2022 104,238 $ 56.79 8.1 $ - The weighted-average grant date fair value of stock options granted during the three months ended October 31, 2022 and 2021 was $ 7.31 33.00 As of October 31, 2022, the Company has approximately $ 0.5 0.60 Stock-based compensation expense recorded in the Company’s condensed consolidated statements of operations for the three months ended October 31, 2022 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $ 0.3 million . Of the total expense, $ 0.1 million was recorded to research and development and $ 0.2 million was recorded in general and administrative in the Company’s condensed consolidated statements of operations for the three months ended October 31, 2022. Stock-based compensation expense recorded in the Company’s condensed consolidated statements of operations for the three months ended October 31, 2021 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $ 0.5 0.3 0.2 Restricted Stock Units (“RSUs”) For the three months ended October 31, 2022, the Company recorded approximately $ 53,000 For the three months ended October 31, 2021, the Company recorded approximately $ 76,000 The following table summarize RSUs issued and outstanding: Summary of Restricted Stock Units RSUs Weighted Average Grant Date Fair Value Nonvested - July 31, 2022 2,710 $ 75.02 Vested (690 ) $ 76.62 Nonvested - October 31, 2022 2,020 $ 74.37 As of October 31, 2022, there was approximately $ 0.1 0.63 Shares Issued to Consultants During the three months ended October 31, 2021, 568 0.04 2015 Employee Stock Purchase Plan Under the Company’s 2015 Employee Stock Purchase Plan (“ESPP”), the Company is authorized to issue 2,273 1,218 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 ● 85 ● 15 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 ending on January 31, 2023, the following assumptions were used: six-month 2.91 75.04 0 0 six-month 0.05 72.99 0 0 Approximately $ 300 1,200 Common Stock Reserved for Future Issuance The following table summarizes all common stock reserved for future issuance at October 31, 2022: Summary of Common Stock Reserved for Future Issuance Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 129,261 Common Stock reserved for restricted stock unit settlement 2,020 Common Stock authorized for future grant under the 2011 Plan 80,069 Common Stock reserved for warrant exercise 75,897 Shares issuable under CGP and Sirtex stock purchase agreements (Note 6) 85,585 Common Stock reserved for future ESPP issuance 1,218 Total Common Stock reserved for future issuance 374,050 | Note 7 – 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 but not limited to, stock options and restricted stock units, to employees, directors and consultants. The 2011 Plan authorizes a total of 209,091 100 10 110 Modification of Stock Option Awards During the year ended July 31, 2021, the compensation committee of the Company’s Board of Directors approved the accelerated vesting of 35,955 4,167 ● The unamortized compensation costs associated with the time-vesting options was expensed on the date of acceleration, which was approximately $ 1.2 0.1 ● 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 immediately prior to the modification and compared the fair value to that of the modified award. Since the value of the awards were less after the modification as compared to immediately prior to the modification, no additional compensation expense was recorded. Stock Options During the year ended July 31, 2022, the Company granted options to purchase 1,064 1,136 10 44.22 49.72 10 31.24 During the year ended July 31, 2021, the Company granted options to purchase 61,856 15,341 1,136 10 48.84 168.08 10 69.52 75.46 10 84.04 During the year ended July 31, 2022, in accordance with Nasdaq Listing Rule 5635(c)(4), the Company granted inducement equity awards that consisted of options to purchase 31,818 10 18.48 During the year ended July 31, 2021, in accordance with Nasdaq Listing Rule 5635(c)(4), the Company granted inducement equity awards that consisted of options to purchase 26,818 10 78.32 163.90 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: Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation Year Ended July 31, 2022 Year Ended July 31, 2021 Expected term (years) 5.00 6.50 5.00 6.50 Risk-free interest rate 0.69 2.99 % 0.27 1.13 % Volatility 86.98 91.70 % 85.31 89.08 % 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, as the Company does not have much stock option exercise history and thus does not have enough information on exercise behavior to calculate a refined expected term based on that information. 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 year ended July 31, 2022: Summary of Stock Option Activity Options Weighted Average Exercise Price Weighted - Average Remaining Contract Aggregate Intrinsic Value ($000) Outstanding - July 31, 2021 141,438 $ 71.94 Granted 34,018 $ 19.80 Exercised (5,909 ) $ 34.32 Forfeited/Cancelled (35,574 ) $ 83.60 Outstanding - July 31, 2022 133,973 $ 57.42 8.6 $ - Exercisable - July 31, 2022 98,648 $ 64.02 8.3 $ - The weighted-average grant date fair value of stock options granted during the year ended July 31, 2022 and 2021 was $ 14.30 62.70 8,000 1.4 As of July 31, 2022, the Company has approximately $ 0.9 0.83 2.1 3.5 Stock-based compensation expense recorded in the Company’s consolidated statements of operations for the year ended July 31, 2022 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $ 1.4 0.7 0.7 Stock-based compensation expense recorded in the Company’s consolidated statements of operations for the year ended July 31, 2021 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $ 4.4 2.6 1.8 Restricted Stock Units (“RSUs”) For the year ended July 31, 2022, the Company recorded approximately $ 0.2 For the year ended July 31, 2021, the Company recorded approximately $ 0.7 The following table summarize RSUs issued and outstanding: Summary of Restricted Stock Units RSUs Weighted Average Grant Date Fair Value Nonvested - July 31, 2021 20,125 $ 71.28 Vested (3,774 ) $ 74.80 Forfeited/Cancelled (13,641 ) $ 69.52 Nonvested - July 31, 2022 2,710 $ 75.02 As of July 31, 2022, there was approximately $ 0.2 0.87 Shares Issued to Consultants During the year ended July 31, 2022, 568 0.04 During the year ended July 31, 2021, 6,250 0.5 2015 Employee Stock Purchase Plan Under the Company’s 2015 Employee Stock Purchase Plan (“ESPP”), the Company is authorized to issue 2,273 1,218 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 ● 85 ● 15 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 on July 31, 2022, the following assumptions were used: six-month 0.49 83.58 0 0 six-month 0.05 72.99 0 0 For the six-month offering period ended July 31, 2021, the following assumptions were used: six-month 0.07 88.03 0 0 six-month 0.1 122.84 0 0 Approximately $ 1,800 10,300 Common Stock Reserved for Future Issuance The following table summarizes all common stock reserved for future issuance at July 31, 2022: Summary of Common Stock Reserved for Future Issuance Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 133,973 Common Stock reserved for restricted stock unit release 2,710 Common Stock authorized for future grant under the 2011 Plan 79,484 Common Stock reserved for warrant exercise 77,554 Shares issuable under CGP and Sirtex stock purchase agreements (Note 6) 87,455 Common Stock reserved for future ESPP issuance 1,218 Total Common Stock reserved for future issuance 382,394 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The FASB Topic on Income Taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company has not recognized any interest and/or penalties in the accompanying consolidated statements of operations for the years ended July 31, 2022 and 2021. 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, 2022, the Company had federal, California and New Jersey net operating loss carryforwards of approximately $ 241 87 75 4.4 3.2 0.2 9,300 138 103 7.5 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: Schedule of (Benefit) Provision for Income Taxes All figures below are rounded to the nearest thousand 2022 2021 Current: Federal $ - $ - State (3,334,000 ) (2,412,000 ) Foreign - - Total (benefit from) provision for income taxes $ (3,334,000 ) $ (2,412,000 ) Significant components of the Company’s deferred tax assets as of July 31, 2022 and 2021 are listed below: Schedule of Significant Components of Deferred Tax Assets All figures below are rounded to the nearest thousand 2022 2021 Net operating loss carryforwards $ 63,759,000 $ 56,369,000 Credits 7,082,000 5,566,000 Start-up costs 14,000 17,000 Accumulated depreciation 68,000 74,000 Option and stock awards 1,148,000 1,179,000 Other 162,000 180,000 Net deferred tax assets 72,233,000 63,385,000 Valuation allowance for deferred tax assets (72,233,000 ) (63,385,000 ) Net deferred taxes $ - $ - A valuation allowance of $ 72.2 63.4 8.8 11.8 A reconciliation of income taxes using the statutory income tax rate, compared to the effective rate, is as follows: Schedule of Reconciliation of Income Taxes Using Statutory Income Tax Rate 2022 2021 Federal tax benefit at the expected statutory rate 21.00 % 21.00 % State income tax, net of federal tax benefit 7.02 % 4.01 % Non-deductible expenses 0.38 % ( 1.17 )% Tax impact of stock option cancellations - % - % Tax impact of sales of state net operating losses and credits ( 1.87 )% ( 1.07 )% Change in valuation allowance ( 19.15 )% ( 20.05 )% Other 1.51 % 2.35 % Income tax benefit effective rate 8.89 % 5.07 % Sale of New Jersey Net Operating Losses In April 2022, the Company received $ 3.3 In June 2021, the Company received $ 2.4 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8— Commitments and Contingencies Contingencies The Company is not a party to any other legal proceeding or aware of any other threatened action as of the date of this 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. | Note 9 – Commitments and Contingencies Contingencies The Company is not a party to any legal proceeding or aware of any threatened action as of the date of this 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. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Leases | ||
Leases | Note 9— Leases Lease Agreements On August 31, 2022, the Company provided a six month notice to MawIt Inc. (the “Six Month Notice”) for a property at Pennington, New Jersey, which serves as the Company’s New Jersey corporate headquarters. Under the Six Month Notice, the Company will not be renewing the lease and will be vacating the property before February 28, 2023. The Company remeasured the lease payments and recorded decreases of ROU asset for approximately $ 120,000 120,000 On October 17, 2022, the Company provided a notice to Explora BioLabs (the “Notice”) for a property at San Diego, California, which serves as the Company’s lab space. Under the Notice, the Company will terminate the lease on December 16, 2022. The Company accounted for the Notice as a contract modification, and accordingly, recorded decreases of ROU asset for approximately $ 363,000 363,000 The Company has operating leases for corporate offices and lab space. These leases have remaining lease terms of approximately less than a year to four years Supplemental balance sheet information related to leases as of October 31, 2022 was as follows: Schedule of Operating Lease Liabilities Operating Leases: As of October 31, 2022 As of July 31, 2022 Operating lease right-of-use assets $ 3,931,083 $ 4,665,515 Operating Leases: Current portion included in current liabilities $ 978,570 $ 1,111,571 Long-term portion included in non-current liabilities 3,513,897 4,126,636 Total operating lease liabilities $ 4,492,467 $ 5,238,207 Supplemental lease expense related to leases is as follows: Schedule of Lease Expenses For the Three Months Ended October 31, 2022 For the Three Months Ended October 31, 2021 Operating lease cost $ 379,116 $ 369,792 Total lease expense $ 379,116 $ 369,792 Other information related to leases where the Company is the lessee is as follows: Schedule of Other Information Related to Leases As of October 31, 2022 Weighted-average remaining lease term 3.9 Weighted-average discount rate 10.13 % Supplemental cash flow information related to operating leases is as follows: Schedule of Cash Flow Information Related to Operating Leases For the Three Months Ended October 31, 2022 For the Three Months Ended October 31, 2021 Cash paid for operating lease liabilities $ 390,424 $ 380,284 Total cash flows related to operating lease liabilities $ 390,424 $ 380,284 Future minimum lease payments under non-cancellable leases as of October 31, 2022 is as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Years ending July 31, 2023 – the remainder of the fiscal year $ 1,054,361 2023 - 2024 1,350,056 2025 1,390,558 2026 1,432,274 2027 240,688 Total minimum lease payments 5,467,937 Less: Imputed interest (975,470 ) Total $ 4,492,467 | Note 10 – Leases Lease Agreements The Company has operating leases for corporate offices and lab space. These leases have remaining lease terms of approximately one year five years Supplemental balance sheet information related to leases as of July 31, 2022 and 2021 is as follows: Schedule of Operating Lease Liabilities Operating Leases: As of July 31, 2022 As of July 31, 2021 Operating lease right-of-use assets $ 4,665,515 $ 5,445,744 Operating Leases: Current portion included in current liabilities $ 1,111,571 $ 845,483 Long-term portion included in non-current liabilities 4,126,636 5,238,207 Total operating lease liabilities $ 5,238,207 $ 6,083,690 Supplemental lease expense related to leases is as follows: Schedule of Lease Expenses For the Year Ended July 31, 2022 For the Year Ended July 31, 2021 Operating lease cost $ 1,506,546 $ 1,482,956 Total operating lease cost $ 1,506,546 $ 1,482,956 Other information related to leases where the Company is the lessee is as follows: Schedule of Other Information Related to Leases As of July 31, 2022 As of July 31, 2021 Weighted-average remaining lease term 4.0 5.0 Weighted-average discount rate 9.97 % 9.95 % Supplemental cash flow information related to operating leases are as follows: Schedule of Cash Flow Information Related to Operating Leases For the Year Ended July 31, 2022 For the Year Ended July 31, 2021 Cash paid for operating lease liabilities $ 1,543,000 $ 1,272,290 Total cash flows related to operating lease liabilities $ 1,543,000 $ 1,272,290 Future minimum lease payments under non-cancellable leases as of July 31, 2022 is as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Years ending July 31, 2023 – the remainder of the fiscal year - 2023 $ 1,585,224 2024 1,539,142 2025 1,516,126 2026 1,533,882 2027 240,688 Total minimum lease payments 6,415,062 Less: Imputed interest (1,176,855 ) Total $ 5,238,207 |
401(k) Plan
401(k) Plan | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Retirement Benefits [Abstract] | ||
401(k) Plan | Note 10— 401(k) Plan Effective May 15, 2012, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the Code. The plan is for the benefit of all qualifying employees and permits voluntary contributions by employees of up to 100 100 3 47,000 54,000 | Note 11 – 401(k) Plan Effective May 15, 2012, the Company adopted a defined contribution savings plan pursuant to Section 401(k) of the Code. The plan is for the benefit of all qualifying employees and permits voluntary contributions by employees of up to 100 100 3 176,000 149,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 11— Related Party Transactions Except as disclosed elsewhere herein, below are the Company’s related party transactions for the three months ended October 31, 2022 and 2021. Co-Promotion Agreement In January 2021, the Company entered into a co-promotion agreement with Sirtex, pursuant to which the Company granted Sirtex the option to co-promote TAVO™-EP for the treatment of anti-PD-1 refractory locally advanced or metastatic melanoma in the U.S., including its territories and possessions. In consideration for the option, the Company received an upfront, non-refundable payment of $ 5.0 25.0 20.0 5.0 Under the terms of the co-promotion agreement, if Sirtex exercises the co-promote option, the Company will pay to Sirtex a high-teens to low-twenties royalty (the “promotion fee”) of U.S. net sales of the TAVO™ products. The co-promotion agreement will continue until the earlier of the expiration of the option period without Sirtex extending the option or the eighth anniversary of the first FDA approval of the BLA, and can be extended by mutual agreement between the Company and Sirtex. During the co-promotion term, the Company is responsible for funding approximately two-thirds of the promotional costs incurred by Sirtex and Sirtex shall be responsible for approximately one-third. The Company has determined that the co-promotion agreement represents a funded research and development arrangement within the scope of ASC Subtopic 730-20, Research and Development—Research and Development Arrangements (ASC 730-20). The Company concluded that there has not been a substantive and genuine transfer of risk related to the co-promotion agreement and the Company’s ongoing development of TAVO™-EP as there is a presumption that the Company is obligated to repay Sirtex based on the significant related party relationship that exists between the parties. This significant related party relationship is based on Sirtex’s approximate 8 42 The Company has determined that the appropriate accounting treatment under ASC 730-20 is to record any proceeds received from Sirtex for the co-promote option or upon exercise of the option as cash and cash equivalents as the Company has the ability to direct the usage of funds, and as a corresponding long-term liability (“Liability under co-promotion agreement – related party”) on the Company’s consolidated balance sheet when received. The liability will remain on the balance sheet until (i) Sirtex exercises the option which results in royalties paid by the Company to Sirtex based on the net sales of the TAVO™ products, or (ii) Sirtex does not exercise the option and the co-promotion agreement is terminated by the parties. As of October 31, 2022, the balance of the Liability under co-promotion agreement – related party relates to the option fee payment of $ 5.0 | Note 12 – Related Party Transactions Except as disclosed elsewhere herein, below are the Company’s related party transactions for the years ended July 31, 2022 and 2021. Equity Offerings During the year ended July 31, 2021, shares of common stock issued to third party investors related to warrant exercises totaled 63,148 64,084 75.90 4.8 12,817 75.90 1.0 On January 25, 2021, the Company completed the offer and sale of an aggregate of 350,513 119.90 154,054 30,811 119.90 On August 19, 2020, the Company completed the offer and sale of an aggregate of 209,481 71.50 90,864 18,173 71.50 Co-Promotion Agreement In January 2021, the Company entered into a co-promotion agreement with Sirtex, pursuant to which the Company granted Sirtex the option to co-promote TAVO™-EP for the treatment of anti-PD-1 refractory locally advanced or metastatic melanoma in the U.S., including its territories and possessions. In consideration for the option, the Company received an upfront, non-refundable payment of $ 5.0 25.0 20.0 5.0 Under the terms of the co-promotion agreement, if Sirtex exercises the co-promote option, the Company will pay to Sirtex a high-teens to low-twenties royalty (“promotion fee”) of U.S. net sales of the TAVO™ products. The co-promotion agreement will continue until the earlier of the expiration of the option period without Sirtex extending the option or the eighth anniversary of the first FDA approval of the BLA, and can be extended by mutual agreement between the Company and Sirtex. During the co-promotion term, the Company is responsible for funding approximately two-thirds of the promotional costs incurred by Sirtex and Sirtex shall be responsible for approximately one-third. The Company has determined that the co-promotion agreement represents a funded research and development arrangement within the scope of ASC Subtopic 730-20, Research and Development—Research and Development Arrangements (ASC 730-20). The Company concluded that there has not been a substantive and genuine transfer of risk related to the co-promotion agreement and the Company’s ongoing development of TAVO™-EP as there is a presumption that the Company is obligated to repay Sirtex based on the significant related party relationship that exists between the parties. This significant related party relationship is based on Sirtex’s approximate 8 42 The Company has determined that the appropriate accounting treatment under ASC 730-20 is to record any proceeds received from Sirtex for the co-promote option or upon exercise of the option as cash and cash equivalents as the Company has the ability to direct the usage of funds, and as a corresponding long-term liability (“Liability under co-promotion agreement – related party”) on the Company’s consolidated balance sheet when received. The liability will remain on the balance sheet until (i) Sirtex exercises the option which results in royalties paid by the Company to Sirtex based on the net sales of the TAVO™ products, or (ii) Sirtex does not exercise the option and the co-promotion agreement is terminated by the parties. As of July 31, 2022, the balance of the Liability under co-promotion agreement – related party relates to the option fee payment of $ 5.0 |
Nasdaq Deficiency Notice
Nasdaq Deficiency Notice | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Nasdaq Deficiency Notice | ||
Nasdaq Deficiency Notice | Note 12— Nasdaq Deficiency Notice On June 2, 2022, the Company received notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of its common stock had been below $ 1.00 On November 25, 2022, the Company received a letter from Nasdaq confirming that the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) that requires companies listed on Nasdaq to maintain a minimum bid price of at least $ 1.00 per share to ensure continued listing (the “Listing Requirement”). The Company completed a 1-for-22 reverse stock split of its authorized, issued and outstanding shares of Common Stock on November 9, 2022. The Company regained compliance with the Listing Requirement after the closing bid price for its common stock listed on Nasdaq equaled or exceeded $ 1.00 per share for 10 consecutive business days. | Note 13 – Nasdaq Deficiency Notices Nasdaq Deficiency Notice On June 2, 2022, the Company received notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of its common stock had been below $ 1.00 In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until November 29, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $ 1.00 The Company is currently evaluating its alternatives to resolve the listing deficiency. To the extent that the Company is unable to resolve the listing deficiency, there is a risk that its common stock may be delisted from Nasdaq, which would adversely impact liquidity of the Company’s common stock and potentially result in even lower bid prices for its common stock. On November 29, 2021, the Company notified Nasdaq that Robert E. Ward had resigned as a member of the Board of Directors and the Company’s Audit Committee, as disclosed on the Company’s Current Report filed on Form 8-K on November 30, 2021. After giving effect to Mr. Ward’s resignation, the Company’s Audit Committee no longer consisted of three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A). On December 8, 2021, the Company received a letter from Nasdaq noting that it no longer complied with the requirement of Listing Rule 5605. The letter also acknowledged that the Listing Rules provide a cure period in order for the Company to regain compliance until the earlier of the Company’s next annual meeting of stockholders or November 23, 2022. On June 9, 2022, the Board of Directors appointed Mr. Joon Kim, an incumbent independent director, to the Audit Committee. On June 13, 2022, Nasdaq confirmed that the Company had regained compliance under Listing Rule 5605. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 13— Subsequent Events Reverse Stock Split The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of 1-for-22 (the “Reverse Stock Split”) Convertible Promissory Note – Related Party On November 25, 2022 (the “Funding Date”), the Company entered into a Convertible Promissory Note and Security agreement with GDDL, a British Virgin Islands limited company and a wholly owned subsidiary of Grand Pharmaceutical Group Limited, pursuant to which the Company issued a Secured Convertible Promissory Note (the “Note”) to GDDL. The Note has a principal amount of $ 2,000,000 5 November 25, 2023 10 November 25, 2024 10 Subject to the consent of GDDL, the Note is convertible into such number of fully paid and non-assessable shares of the Company’s common stock, par value $ 0.0001 360,769 19.99 Additionally, if at any time after the Funding Date the last closing bid price of a share of Common Stock as reported on the Nasdaq for ten consecutive trading days or the average closing bid price of a share Common Stock as reported on Nasdaq for the thirty trading days immediately preceding such date is equal to or exceeds $ 44.00 The unpaid principal of and any accrued interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all equity securities of the Company outstanding as of the Funding Date, which are secured by all of the Company’s right, title and interest, in and to certain of the Company’s intellectual property rights in Hong Kong, Taiwan, China and South Korea, as specified in the Note; provided, however, that the Company may incur or guarantee additional indebtedness after the Funding Date, whether such indebtedness are senior, pari passu December 2022 Offering On November 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”) that closed on December 1, 2022, pursuant to which the Company sold, issued, and delivered, in a registered public offering (the “Offering”) (i) 1,166,667 0.0001 1,166,667 3.00 0.0001 3.00 5 The Offering closed on December 1, 2022. The Company received gross proceeds of $ 3,500,001 in connection with the Offering before deducting placement agent fees and other offering expenses. Nasdaq Deficiency Notice On December 27, 2022, the Company received a notice from Nasdaq indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on Nasdaq to maintain a minimum of $ 2,500,000 984,449 The notice has no immediate impact on the listing of the Company’s Common Stock, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued listing requirements. The Notice provides the Company with 45 calendar days, or until February 10, 2023, to submit a plan to regain compliance. If the plan is accepted, the Company will be granted up to 180 calendar days from December 27, 2022, to evidence compliance. There can be no assurance that the Company will be able to regain compliance with all applicable continued listing requirements or that its plan will be accepted by the Nasdaq staff. In the event the plan is not accepted by the Nasdaq staff, or in the event the plan is accepted and the compliance period granted but the Company fails to regain compliance within the compliance period, the Company would have the right to a hearing before an independent panel. The hearing request would halt any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. The Company is currently in the process of preparing a plan to regain compliance for submission to Nasdaq, and intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement. The Company intends to submit the compliance plan by the Nasdaq deadline. | Note 14 – Subsequent Events Except as disclosed elsewhere herein, below are the Company’s subsequent events. On September 6, 2022, the Company entered in an agreement with Mountain View Office Park LLC for office space at Mountain View Office Park, Building 820, Suite 200, in Ewing, New Jersey. The lease is estimated to commence on January 1, 2023 and expire on December 31, 2025, with an option to renew for one additional three 0.3 On October 2, 2022, the Company’s Board of Directors authorized a restructuring plan (the “Restructuring Plan”) that is designed to prioritize clinical activities in melanoma to reduce operating expenses while advancing our lead product candidate, TAVO™-EP, toward near-term data milestones in connection with the KEYNOTE-695 clinical trial. As part of the Restructuring Plan, the Company restructured its internal operations and reduced its workforce by approximately 45% The Company currently estimates that it will incur charges of approximately $ 750,000 800,000 The charges that the Company expects to incur in connection with the Restructuring Plan are estimates and subject to a number of assumptions, and actual results may differ materially. The foregoing estimated amounts do not include any non-cash charges associated with stock-based compensation. The Company expects to operationalize additional cost reduction actions that will include other incremental cost reduction actions unrelated to workforce reductions. Reverse Stock Split The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of 1-for-22 (the “Reverse Stock Split”) Convertible Promissory Note (unaudited) On November 25, 2022 (the “Funding Date”), the Company entered into a Convertible Promissory Note and Security agreement with Grand Decade Developments Limited, a British Virgin Islands limited company and a wholly owned subsidiary of Grand Pharmaceutical Group Limited (“GDDL”), pursuant to which the Company issued a Secured Convertible Promissory Note (the “Note”) to GDDL. The Note has a principal amount of $ 2,000,000 5 November 25, 2023 10 November 25, 2024 10 Subject to the consent of GDDL, the Note is convertible into such number of fully paid and non-assessable shares of the Company’s common stock, par value $ 0.0001 360,769 19.99 Additionally, if at any time after the Funding Date the last closing bid price of a share of Common Stock as reported on the Nasdaq for ten consecutive trading days or the average closing bid price of a share Common Stock as reported on Nasdaq for the thirty trading days immediately preceding such date is equal to or exceeds $ 44.00 The unpaid principal of and any accrued interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all equity securities of the Company outstanding as of the Funding Date, which are secured by all of the Company’s right, title and interest, in and to certain of the Company’s intellectual property rights in Hong Kong, Taiwan, China and South Korea, as specified in the Note; provided, however, that the Company may incur or guarantee additional indebtedness after the Funding Date, whether such indebtedness are senior, pari passu |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | ||
Reverse Stock Split | Reverse Stock Split The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of 1-for-22 (the “Reverse Stock Split”) | Reverse Stock Split The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock at a ratio of 1-for-22 (the “Reverse Stock Split”) |
Principles of Consolidation | Principles of Consolidation The accompanying condensed 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. | 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 condensed 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. Significant accounting estimates related to the Company’s ability to continue as a going concern and certain calculations related to that determination. 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. | 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. Significant accounting estimates related to the Company’s ability to continue as a going concern and certain calculations related to that determination. 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. | 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. | 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 in both the United States and Australia and such balances commonly exceed the $ 250,000 250,000 160,000 | Concentrations and Credit Risk The Company maintains cash balances at a small number of financial institutions in both the United States and Australia and such balances commonly exceed the $ 250,000 250,000 175,000 |
Property and Equipment | Property and Equipment The Company’s capitalization threshold is $ 5,000 Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation Computers and equipment: 3 10 Computer software: 1 3 Leasehold improvements: Shorter of lease period or useful life Construction-in-progress is stated at cost, which relates to the cost of equipment not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. | Property and Equipment The Company’s capitalization threshold is $ 5,000 Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation Computers and equipment: 3 10 Computer software: 1 3 Leasehold improvements: Shorter of lease period or useful life Construction-in-progress is stated at cost, which relates to the cost of equipment not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. |
Intangible Assets | Intangible Assets Definite life intangible assets include a license. Intangible assets are recorded at cost. License agreement cost represents the fair value of the license agreement on the date acquired. Intangible assets are amortized on a straight-line basis over their estimated useful life. | Intangible Assets Definite life intangible assets include a license. Intangible assets are recorded at cost. License agreement cost represents the fair value of the license agreement on the date acquired. Intangible assets are amortized on a straight-line basis over their estimated 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 projected 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. | 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. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of costs incurred for internal projects, as well as partner-funded collaborative research and development activities. These costs include direct and research-related overhead expenses, which include salaries, stock-based compensation and other personnel-related expenses, facility costs, supplies, depreciation of facilities and laboratory equipment, as well as research consultants and the cost of funding research at universities and other research institutions, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use, are expensed when incurred. In accordance with Accounting Standards Codification (“ASC”) 730-20, the Company accounts for upfront, non-refundable research and development payments received from a related party as a long-term liability as there has not been a substantive and genuine transfer of risk and there is a presumption that the Company is obligated to repay the related party. | Research and Development Expenses Research and development expenses consist of costs incurred for internal projects, as well as partner-funded collaborative research and development activities. These costs include direct and research-related overhead expenses, which include salaries, stock-based compensation and other personnel-related expenses, facility costs, supplies, depreciation of facilities and laboratory equipment, as well as research consultants and the cost of funding research at universities and other research institutions, and are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use, are expensed when incurred. In accordance with Accounting Standards Codification (“ASC”) 730-20, the Company accounts for upfront, non-refundable research and development payments received from a related party as a long-term liability as there has not been a substantive and genuine transfer of risk and there is a presumption that the Company is obligated to repay the related party. |
Accruals for Research and Development Expenses and Clinical Trials | Accruals for Research and Development Expenses and Clinical Trials The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided under such contracts. The Company accounts for these expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company determines accrual estimates through financial models and takes into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. | Accruals for Research and Development Expenses and Clinical Trials The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts vary from contract to contract and may result in payment terms that do not match the periods over which materials or services are provided under such contracts. The Company accounts for these expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company determines accrual estimates through financial models and takes into account discussion with applicable personnel and outside service providers as to the progress of clinical trials, or the services completed. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. |
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 Management. 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 October 31, 2022 and July 31, 2022. | 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 Management. 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, 2022 and July 31, 2021. |
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 October 31, 2022 and July 31, 2022, all outstanding warrants issued by the Company were classified as equity. | 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, 2022 and July 31, 2021, 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: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share For the Three Months Ended For the Three Months Ended October 31, 2022 October 31, 2021 Stock options 129,261 129,656 Restricted stock units 2,020 4,780 Warrants 75,897 77,554 Total 207,178 211,990 | 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: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share July 31, 2022 July 31, 2021 Stock options 133,973 141,438 Restricted stock units 2,710 20,125 Warrants 77,554 77,554 Total 214,237 239,117 |
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 occasionally 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 grant. | Stock-Based Compensation The Company grants equity-based awards (typically stock options or restricted stock units) under its stock-based compensation plan and occasionally 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 grant. |
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 and (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. | 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 and (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. | 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” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign currency exchange gain (loss), net” on the Company’s consolidated statements of operations. | 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” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Foreign currency exchange gain (loss), net” on the Company’s consolidated statements of operations. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments related to the Company’s subsidiary in Australia and is excluded from the accompanying consolidated statements of operations. | 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 43.5 | 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 43.5 |
The CARES Act | The CARES Act 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 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements No recent accounting pronouncements are anticipated to have an impact on or related to the Company’s financial condition, results of operations, or related disclosures. | Recent Accounting Pronouncements No recent accounting pronouncements are anticipated to have an impact on or related to the Company’s financial condition, results of operations, or related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation | Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation Computers and equipment: 3 10 Computer software: 1 3 Leasehold improvements: Shorter of lease period or useful life | Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation Computers and equipment: 3 10 Computer software: 1 3 Leasehold improvements: Shorter of lease period or useful life |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share For the Three Months Ended For the Three Months Ended October 31, 2022 October 31, 2021 Stock options 129,261 129,656 Restricted stock units 2,020 4,780 Warrants 75,897 77,554 Total 207,178 211,990 | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share July 31, 2022 July 31, 2021 Stock options 133,973 141,438 Restricted stock units 2,710 20,125 Warrants 77,554 77,554 Total 214,237 239,117 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Balance Sheet Details | ||
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following: Schedule of Property and Equipment, Net October 31, 2022 July 31, 2022 Equipment and furniture $ 1,944,540 $ 1,944,540 Computer software 109,242 109,242 Leasehold improvements 32,651 32,651 Construction in progress 446,367 446,367 Property and equipment, gross 2,532,800 2,532,800 Accumulated depreciation and amortization (1,599,099 ) (1,554,186 ) Total $ 933,701 $ 978,614 | Property and equipment, net, is comprised of the following: Schedule of Property and Equipment, Net July 31, 2022 July 31, 2021 Equipment and furniture $ 1,944,540 $ 1,919,301 Computer software 109,242 109,242 Leasehold improvements 32,651 32,651 Construction in progress 446,367 234,409 Property and equipment, gross 2,532,800 2,295,603 Accumulated depreciation and amortization (1,554,186 ) (1,366,782 ) Total $ 978,614 $ 928,821 |
Schedule of Intangible Assets | Intangible assets, net, is comprised of the following: Schedule of Intangible Assets October 31, 2022 July 31, 2022 License $ 495,000 $ 495,000 Accumulated amortization (133,941 ) (116,471 ) Total $ 361,059 $ 378,529 | Intangible assets, net, is comprised of the following: Schedule of Intangible Assets July 31, 2022 July 31, 2021 License $ 495,000 $ 495,000 Accumulated amortization (116,471 ) (46,588 ) Total $ 378,529 $ 448,412 |
Schedule of Amortization Expense of Intangible Assets | At October 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows: Schedule of Amortization Expense of Intangible Assets Years ending July 31, 2023 – the remainder of the fiscal year $ 52,412 2024 69,882 2025 69,882 2026 69,882 2027 69,882 Thereafter 29,119 Total $ 361,059 | At July 31, 2022, the estimated amortization expense by fiscal year based on the current carrying value of intangible assets is as follows: Schedule of Amortization Expense of Intangible Assets Years ending July 31, 2023 – the remainder of the fiscal year 2023 $ 69,882 2024 69,882 2025 69,882 2026 69,882 2027 69,882 Thereafter 29,119 Total $ 378,529 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of the following: Schedule of Accounts Payable and Accrued Liabilities October 31, 2022 July 31, 2022 Research and development costs $ 3,402,401 $ 3,210,627 Professional services fees 1,319,890 877,411 Other 80,165 120,184 Total $ 4,802,456 $ 4,208,222 | Accounts payable and accrued liabilities are comprised of the following: Schedule of Accounts Payable and Accrued Liabilities July 31, 2022 July 31, 2021 Research and development costs $ 3,210,627 $ 4,206,926 Professional services fees 877,411 1,229,040 Other 120,184 125,679 Total $ 4,208,222 $ 5,561,645 |
Schedule of Accrued Compensation | Accrued compensation is comprised of the following: Schedule of Accrued Compensation October 31, 2022 July 31, 2022 Accrued payroll $ 208,781 $ 311,662 401K payable 15,579 7,333 Accrued severance 244,258 57,982 Total $ 468,618 $ 376,977 | Accrued compensation is comprised of the following: Schedule of Accrued Compensation July 31, 2022 July 31, 2021 Accrued payroll $ 311,662 $ 311,590 401K payable 7,333 9,065 Accrued severance 57,982 - Total $ 376,977 $ 320,655 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Future Minimum Payments Under Note Payable Liabilities | Future minimum payments under note payable liabilities as of July 31, 2022 are as follows: Summary of Future Minimum Payments Under Note Payable Liabilities Years ending July 31, 2023 $ 936,558 Total $ 936,558 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
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: Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation Three Months Ended October 31, 2022 Three Months Ended October 31, 2021 Expected term (years) 5.12 5.49 5.13 6.00 Risk-free interest rate 4.07 4.09 % 0.69 0.92 % Volatility 89.96 91.75 % 86.98 88.89 % Dividend yield 0 % 0 % | 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: Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation Year Ended July 31, 2022 Year Ended July 31, 2021 Expected term (years) 5.00 6.50 5.00 6.50 Risk-free interest rate 0.69 2.99 % 0.27 1.13 % Volatility 86.98 91.70 % 85.31 89.08 % 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 three months ended October 31, 2022: Summary of Stock Option Activity Options Weighted Average Exercise Price Weighted - Average Remaining Contract Aggregate Intrinsic Value ($000) Outstanding - July 31, 2022 133,973 $ 57.42 Granted 2,273 $ 9.94 Forfeited/Cancelled (6,985 ) $ 133.46 Outstanding - October 31, 2022 129,261 $ 52.39 8.3 $ - Exercisable - October 31, 2022 104,238 $ 56.79 8.1 $ - | The following is a summary of the Company’s 2011 Plan and non-Plan stock option activity for the year ended July 31, 2022: Summary of Stock Option Activity Options Weighted Average Exercise Price Weighted - Average Remaining Contract Aggregate Intrinsic Value ($000) Outstanding - July 31, 2021 141,438 $ 71.94 Granted 34,018 $ 19.80 Exercised (5,909 ) $ 34.32 Forfeited/Cancelled (35,574 ) $ 83.60 Outstanding - July 31, 2022 133,973 $ 57.42 8.6 $ - Exercisable - July 31, 2022 98,648 $ 64.02 8.3 $ - |
Summary of Restricted Stock Units | The following table summarize RSUs issued and outstanding: Summary of Restricted Stock Units RSUs Weighted Average Grant Date Fair Value Nonvested - July 31, 2022 2,710 $ 75.02 Vested (690 ) $ 76.62 Nonvested - October 31, 2022 2,020 $ 74.37 | The following table summarize RSUs issued and outstanding: Summary of Restricted Stock Units RSUs Weighted Average Grant Date Fair Value Nonvested - July 31, 2021 20,125 $ 71.28 Vested (3,774 ) $ 74.80 Forfeited/Cancelled (13,641 ) $ 69.52 Nonvested - July 31, 2022 2,710 $ 75.02 |
Summary of Common Stock Reserved for Future Issuance | The following table summarizes all common stock reserved for future issuance at October 31, 2022: Summary of Common Stock Reserved for Future Issuance Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 129,261 Common Stock reserved for restricted stock unit settlement 2,020 Common Stock authorized for future grant under the 2011 Plan 80,069 Common Stock reserved for warrant exercise 75,897 Shares issuable under CGP and Sirtex stock purchase agreements (Note 6) 85,585 Common Stock reserved for future ESPP issuance 1,218 Total Common Stock reserved for future issuance 374,050 | The following table summarizes all common stock reserved for future issuance at July 31, 2022: Summary of Common Stock Reserved for Future Issuance Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) 133,973 Common Stock reserved for restricted stock unit release 2,710 Common Stock authorized for future grant under the 2011 Plan 79,484 Common Stock reserved for warrant exercise 77,554 Shares issuable under CGP and Sirtex stock purchase agreements (Note 6) 87,455 Common Stock reserved for future ESPP issuance 1,218 Total Common Stock reserved for future issuance 382,394 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2022 | |
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: Schedule of (Benefit) Provision for Income Taxes All figures below are rounded to the nearest thousand 2022 2021 Current: Federal $ - $ - State (3,334,000 ) (2,412,000 ) Foreign - - Total (benefit from) provision for income taxes $ (3,334,000 ) $ (2,412,000 ) |
Schedule of Significant Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of July 31, 2022 and 2021 are listed below: Schedule of Significant Components of Deferred Tax Assets All figures below are rounded to the nearest thousand 2022 2021 Net operating loss carryforwards $ 63,759,000 $ 56,369,000 Credits 7,082,000 5,566,000 Start-up costs 14,000 17,000 Accumulated depreciation 68,000 74,000 Option and stock awards 1,148,000 1,179,000 Other 162,000 180,000 Net deferred tax assets 72,233,000 63,385,000 Valuation allowance for deferred tax assets (72,233,000 ) (63,385,000 ) 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: Schedule of Reconciliation of Income Taxes Using Statutory Income Tax Rate 2022 2021 Federal tax benefit at the expected statutory rate 21.00 % 21.00 % State income tax, net of federal tax benefit 7.02 % 4.01 % Non-deductible expenses 0.38 % ( 1.17 )% Tax impact of stock option cancellations - % - % Tax impact of sales of state net operating losses and credits ( 1.87 )% ( 1.07 )% Change in valuation allowance ( 19.15 )% ( 20.05 )% Other 1.51 % 2.35 % Income tax benefit effective rate 8.89 % 5.07 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Leases | ||
Schedule of Operating Lease Liabilities | Supplemental balance sheet information related to leases as of October 31, 2022 was as follows: Schedule of Operating Lease Liabilities Operating Leases: As of October 31, 2022 As of July 31, 2022 Operating lease right-of-use assets $ 3,931,083 $ 4,665,515 Operating Leases: Current portion included in current liabilities $ 978,570 $ 1,111,571 Long-term portion included in non-current liabilities 3,513,897 4,126,636 Total operating lease liabilities $ 4,492,467 $ 5,238,207 | Supplemental balance sheet information related to leases as of July 31, 2022 and 2021 is as follows: Schedule of Operating Lease Liabilities Operating Leases: As of July 31, 2022 As of July 31, 2021 Operating lease right-of-use assets $ 4,665,515 $ 5,445,744 Operating Leases: Current portion included in current liabilities $ 1,111,571 $ 845,483 Long-term portion included in non-current liabilities 4,126,636 5,238,207 Total operating lease liabilities $ 5,238,207 $ 6,083,690 |
Schedule of Lease Expenses | Supplemental lease expense related to leases is as follows: Schedule of Lease Expenses For the Three Months Ended October 31, 2022 For the Three Months Ended October 31, 2021 Operating lease cost $ 379,116 $ 369,792 Total lease expense $ 379,116 $ 369,792 | Supplemental lease expense related to leases is as follows: Schedule of Lease Expenses For the Year Ended July 31, 2022 For the Year Ended July 31, 2021 Operating lease cost $ 1,506,546 $ 1,482,956 Total operating lease cost $ 1,506,546 $ 1,482,956 |
Schedule of Other Information Related to Leases | Other information related to leases where the Company is the lessee is as follows: Schedule of Other Information Related to Leases As of October 31, 2022 Weighted-average remaining lease term 3.9 Weighted-average discount rate 10.13 % | Other information related to leases where the Company is the lessee is as follows: Schedule of Other Information Related to Leases As of July 31, 2022 As of July 31, 2021 Weighted-average remaining lease term 4.0 5.0 Weighted-average discount rate 9.97 % 9.95 % |
Schedule of Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases is as follows: Schedule of Cash Flow Information Related to Operating Leases For the Three Months Ended October 31, 2022 For the Three Months Ended October 31, 2021 Cash paid for operating lease liabilities $ 390,424 $ 380,284 Total cash flows related to operating lease liabilities $ 390,424 $ 380,284 | Supplemental cash flow information related to operating leases are as follows: Schedule of Cash Flow Information Related to Operating Leases For the Year Ended July 31, 2022 For the Year Ended July 31, 2021 Cash paid for operating lease liabilities $ 1,543,000 $ 1,272,290 Total cash flows related to operating lease liabilities $ 1,543,000 $ 1,272,290 |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease | Future minimum lease payments under non-cancellable leases as of October 31, 2022 is as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Years ending July 31, 2023 – the remainder of the fiscal year $ 1,054,361 2023 - 2024 1,350,056 2025 1,390,558 2026 1,432,274 2027 240,688 Total minimum lease payments 5,467,937 Less: Imputed interest (975,470 ) Total $ 4,492,467 | Future minimum lease payments under non-cancellable leases as of July 31, 2022 is as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Years ending July 31, 2023 – the remainder of the fiscal year - 2023 $ 1,585,224 2024 1,539,142 2025 1,516,126 2026 1,533,882 2027 240,688 Total minimum lease payments 6,415,062 Less: Imputed interest (1,176,855 ) Total $ 5,238,207 |
Schedule of Useful Lives of Pro
Schedule of Useful Lives of Property and Equipment for Purpose of Computing Depreciation (Details) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Computers and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | 3 years |
Computers and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | 10 years |
Software and Software Development Costs [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | 1 year |
Software and Software Development Costs [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | 3 years |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful life | Shorter of lease period or useful life | Shorter of lease period or useful life |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 207,178 | 211,990 | 214,237 | 239,117 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 129,261 | 129,656 | 133,973 | 141,438 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 2,020 | 4,780 | 2,710 | 20,125 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 75,897 | 77,554 | 77,554 | 77,554 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||
Mar. 27, 2020 | Oct. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Oct. 31, 2022 AUD ($) | Jul. 31, 2022 AUD ($) | Jul. 30, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Reverse stock split | 1-for-22 (the “Reverse Stock Split”) | 1-for-22 (the “Reverse Stock Split”) | ||||
Cash FDIC insured amount | $ 250,000 | $ 250,000 | ||||
Amount issued insured australian financial claims | 160,000 | $ 250,000 | $ 250,000 | $ 175,000 | ||
Capitalization threshold of property and equipment | $ 5,000 | $ 5,000 | ||||
Tax credit percentage | 43.50% | 43.50% | ||||
Coronavirus Aid, Relief and Economic Security Act [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Description for economic relief to eligible businesses | the president signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) providing nearly $2 trillion in economic relief to eligible businesses impacted by the coronavirus outbreak |
Going Concern and Management__2
Going Concern and Management’s Plans (Details Narrative) - USD ($) | Dec. 02, 2022 | Oct. 31, 2022 | Oct. 17, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 294,019,063 | $ 285,957,665 | $ 251,778,031 | ||
Cash and cash equivalents | $ 8,100,000 | $ 5,729,691 | $ 6,700,000 | $ 12,299,740 | $ 45,951,233 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,532,800 | $ 2,532,800 | $ 2,295,603 |
Accumulated depreciation and amortization | (1,599,099) | (1,554,186) | (1,366,782) |
Total | 933,701 | 978,614 | 928,821 |
Equipment and Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,944,540 | 1,944,540 | 1,919,301 |
Software and Software Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 109,242 | 109,242 | 109,242 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 32,651 | 32,651 | 32,651 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 446,367 | $ 446,367 | $ 234,409 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Balance Sheet Details | |||
License | $ 495,000 | $ 495,000 | $ 495,000 |
Accumulated amortization | (133,941) | (116,471) | (46,588) |
Total | $ 361,059 | $ 378,529 | $ 448,412 |
Schedule of Amortization Expens
Schedule of Amortization Expense of Intangible Assets (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Balance Sheet Details | |||
2023 – the remainder of the fiscal year | $ 52,412 | ||
2024 | 69,882 | $ 69,882 | |
2025 | 69,882 | 69,882 | |
2026 | 69,882 | 69,882 | |
2027 | 69,882 | 69,882 | |
2027 | 69,882 | ||
Thereafter | 29,119 | ||
Total | 361,059 | $ 378,529 | $ 448,412 |
Thereafter | $ 29,119 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Balance Sheet Details | |||
Research and development costs | $ 3,402,401 | $ 3,210,627 | $ 4,206,926 |
Professional services fees | 1,319,890 | 877,411 | 1,229,040 |
Other | 80,165 | 120,184 | 125,679 |
Total | $ 4,802,456 | $ 4,208,222 | $ 5,561,645 |
Schedule of Accrued Compensatio
Schedule of Accrued Compensation (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Balance Sheet Details | |||
Accrued payroll | $ 208,781 | $ 311,662 | $ 311,590 |
401K payable | 15,579 | 7,333 | 9,065 |
Accrued severance | 244,258 | 57,982 | |
Total | $ 468,618 | $ 376,977 | $ 320,655 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Balance Sheet Details | |||||
Depreciation and amortization expense | $ 45,000 | $ 47,000 | $ 200,000 | $ 200,000 | |
Intangible asset estimated useful life | 85 months | ||||
Intangible asset amortization expense | $ 17,000 | $ 17,000 | $ 70,000 | $ 47,000 |
Summary of Future Minimum Payme
Summary of Future Minimum Payments Under Note Payable Liabilities (Details) | Jul. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 936,558 |
Total | $ 936,558 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jul. 11, 2022 | Jul. 01, 2021 | Feb. 12, 2021 | Apr. 27, 2020 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Loan amount forgiven | $ 952,744 | ||||||
Accrued interest | $ 8,046 | ||||||
Gain on extinguishment of debt | $ 960,790 | ||||||
Debt principal amount | 936,558 | 1,234,133 | $ 659,870 | ||||
Paycheck Protection Program [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Term of loan | 2 years | ||||||
Debt principal amount | $ 952,744 | ||||||
Debt description | Interest accrued at 1% per year, effective on the date of initial disbursement. | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 1% | ||||||
Finance Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt principal amount | 936,558 | ||||||
Finance Agreement [Member] | AFCO Premium Credit LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt principal amount | $ 1,027,986 | $ 1,355,919 | |||||
Accrued interest rate | 5.248% | 2.894% | |||||
Number of monthly payments | eleven monthly payments | eleven monthly payments | |||||
Monthly payments amount | $ 95,923 | $ 125,056 | |||||
Debt principal amount | $ 0 | $ 1,234,133 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Apr. 16, 2021 | Jan. 25, 2021 | Aug. 19, 2020 | Oct. 10, 2019 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares price, per share | $ 119.90 | ||||||
Proceeds from stock options exercised | $ 202,800 | $ 636,993 | |||||
Proceeds from warrant exercises | 4,792,951 | ||||||
Net proceeds from common stock | $ 57,004,412 | ||||||
China Grand Pharmaceutical & Healthcare Holdings Ltd [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock | 64,084 | 154,054 | 90,864 | ||||
Proceeds from warrant exercises | $ 4,800,000 | ||||||
Warrant exercise price per share | $ 75.90 | ||||||
Stock Purchase Agreements [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price of common stock | $ 30,000,000 | ||||||
Net proceeds from common stock | $ 28,000,000 | ||||||
Stock Purchase Agreements [Member] | China Grand Pharmaceutical & Healthcare Holdings Ltd [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock number of shares issued | 454,545 | ||||||
Stock Purchase Agreements [Member] | Sirtex Medical US Holdings Inc [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock number of shares issued | 90,909 | ||||||
Common Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock | 350,513 | 209,481 | 209,481 | ||||
Shares price, per share | $ 119.90 | $ 71.50 | |||||
Stock issued during period shares stock options exercised | 5,909 | 17,153 | |||||
Proceeds from stock options exercised | $ 200,000 | $ 600,000 | |||||
Stock issued during period shares warrants exercised | 63,148 | ||||||
Proceeds from warrant exercises | $ 4,800,000 | ||||||
Common Stock [Member] | China Grand Pharmaceutical & Healthcare Holdings Ltd [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from warrant exercises | $ 4,800,000 | ||||||
Warrant exercise price per share | $ 75.90 | ||||||
Stock issued during the period warrant exercise | 64,084 | ||||||
Common Stock [Member] | Sirtex Medical US Holdings Inc [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from warrant exercises | $ 1,000,000 | ||||||
Warrant exercise price per share | $ 75.90 | ||||||
Stock issued during the period warrant exercise | 12,817 | ||||||
Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued during period shares warrants exercised | (63,148) | ||||||
Number of warrant to purchase shares of common stock | 77,554 | 75,897 | |||||
Warrant [Member] | Minimum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrant exercise price per share | $ 75.90 | $ 75.90 | |||||
Warrant [Member] | Maximum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrant exercise price per share | $ 369.60 | $ 275 | |||||
Warrant Exercise [Member] | Third Party Investors [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued during the period warrant exercise | 63,148 | ||||||
January 2021 Offering [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock | 350,513 | ||||||
Shares price, per share | $ 119.90 | ||||||
Gross proceeds | $ 42,000,000 | ||||||
Net proceeds | $ 39,100,000 | ||||||
Cash fees percentage | 6% | ||||||
Other expenses | $ 400,000 | ||||||
August 2020 Offering [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock | 209,481 | ||||||
Shares price, per share | $ 71.50 | ||||||
Gross proceeds | $ 15,000,000 | ||||||
Net proceeds | $ 13,500,000 | ||||||
Cash fees percentage | 8% | ||||||
Other expenses | $ 300,000 |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Calculate Fair Value of Stock Based Compensation (Details) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Risk-free interest rate, minimum | 4.07% | 0.69% | 0.69% | 0.27% |
Risk-free interest rate, maximum | 4.09% | 0.92% | 2.99% | 1.13% |
Volatility, minimum | 89.96% | 86.98% | 86.98% | 85.31% |
Volatility, maximum | 91.75% | 88.89% | 91.70% | 89.08% |
Dividend yield | 0% | 0% | 0% | 0% |
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (years) | 5 years 1 month 13 days | 5 years 1 month 17 days | 5 years | 5 years |
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expected term (years) | 5 years 5 months 26 days | 6 years | 6 years 6 months | 6 years 6 months |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options Outstanding, Beginning Balance | 133,973 | |||
Options Outstanding, Ending Balance | 129,261 | 133,973 | ||
2011 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options Outstanding, Beginning Balance | 133,973 | 141,438 | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 57.42 | $ 71.94 | ||
Options, Granted | 2,273 | 34,018 | ||
Weighted Average Exercise Price, Granted | $ 9.94 | $ 19.80 | ||
Options, Exercised | (5,909) | |||
Weighted Average Exercise Price, Exercised | $ 34.32 | |||
Options, Forfeited/Cancelled | (6,985) | (35,574) | ||
Weighted Average Exercise Price, Forfeited/Cancelled | $ 133.46 | $ 83.60 | ||
Options Outstanding, Ending Balance | 129,261 | 133,973 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | $ 52.39 | $ 57.42 | ||
Weighted Average Remaining Contract, Outstanding Ending Balance | 8 years 7 months 6 days | |||
Aggregate Intrinsic Value Outstanding Ending Balance | ||||
Options Exercisable, Ending Balance | 104,238 | 98,648 | ||
Weighted Average Exercise Price, Exercisable Ending Balance | $ 56.79 | $ 64.02 | ||
Weighted Average Remaining Contract, Exercisable Ending Balance | 8 years 3 months 18 days | |||
Aggregate Intrinsic Value Exercisable Ending Balance | ||||
Weighted Average Remaining Contract, Outstanding Ending Balance | 8 years 3 months 18 days | |||
Aggregate Intrinsic Value Outstanding Ending Balance | ||||
Weighted Average Remaining Contract, Exercisable Ending Balance | 8 years 1 month 6 days | 10 years | ||
Aggregate Intrinsic Value Exercisable Ending Balance | $ 8,000 | $ 1,400,000 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Restricted stock units Beginning Balance | 2,710 | 20,125 |
Weighted Average Grant Date Fair Value Beginning Balance | $ 75.02 | $ 71.28 |
Restricted stock units Vested | (690) | (3,774) |
Weighted Average Grant Date Fair Value Vested | $ 76.62 | $ 74.80 |
Restricted stock units Forfeited/Cancelled | (13,641) | |
Restricted stock units Forfeited/Cancelled | $ 69.52 | |
Restricted stock units Ending Balance | 2,020 | 2,710 |
Weighted Average Grant Date Fair Value Ending Balance | $ 74.37 | $ 75.02 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Details) - shares | Oct. 31, 2022 | Jul. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Common Stock options outstanding (within the 2011 Plan and outside of the terms of the 2011 Plan) | 129,261 | 133,973 |
Common Stock reserved for restricted stock unit settlement | 2,020 | 2,710 |
Common Stock authorized for future grant under the 2011 Plan | 80,069 | 79,484 |
Common Stock reserved for warrant exercise | 75,897 | 77,554 |
Shares issuable under CGP and Sirtex stock purchase agreements (Note 6) | 85,585 | 87,455 |
Common Stock reserved for future ESPP issuance | 1,218 | 1,218 |
Total Common Stock reserved for future issuance | 374,050 | 382,394 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2022 | Oct. 31, 2021 | Jan. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Weighted average grant date fair value | $ 7.31 | $ 33 | $ 14.30 | $ 62.70 | |||||||
Common stock issued for services | $ 42,500 | $ 42,500 | $ 467,500 | ||||||||
Number of shares authorized for issuance | 4,545,455 | 4,545,455 | 4,545,455 | 4,545,455 | 4,545,455 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Stock-based compensation costs | $ 100,000 | $ 200,000 | $ 200,000 | ||||||||
Allocated share based compensation expense | $ 53,000 | $ 76,000 | $ 200,000 | $ 700,000 | |||||||
Weighted-average period term | 7 months 17 days | 10 months 13 days | |||||||||
Common Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock issued for services,shares | 568 | 568 | 6,250 | ||||||||
Common stock issued for services | |||||||||||
Consultants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock issued for services,shares | 568 | ||||||||||
Common stock issued for services | $ 40,000 | ||||||||||
2011 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Weighted average remaining contractual term | 8 years 1 month 6 days | 10 years | |||||||||
Number of options issued | 2,273 | 34,018 | |||||||||
Intrinsic value of options outstanding, value | $ 8,000 | $ 1,400,000 | |||||||||
Allocated share based compensation expense | $ 500,000 | $ 900,000 | |||||||||
Weighted-average period term | 7 months 6 days | 9 months 29 days | |||||||||
Fair value vested | $ 2,100,000 | $ 3,500,000 | |||||||||
2011 Plan [Member] | Maximum [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Weighted average remaining contractual term | 10 years | ||||||||||
2011 Plan [Member] | Employee, Director and Consultants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of shares for issuance | 209,091 | 209,091 | 209,091 | ||||||||
2011 Plan [Member] | Employee, Director and Consultants [Member] | Minimum [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Fair value of common stock percent | 100% | 100% | |||||||||
Percentage of outstanding stock owned by stockholders | 110% | 110% | |||||||||
2011 Plan [Member] | Employees [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of vesting shares | 35,955 | ||||||||||
Stock-based compensation costs | $ 1,200,000 | $ 1,200,000 | |||||||||
Term of stock options | 10 years | 10 years | |||||||||
Exercise price, lower range | $ 44.22 | $ 44.22 | $ 48.84 | ||||||||
Exercise price, upper range | $ 49.72 | $ 49.72 | $ 168.08 | ||||||||
2011 Plan [Member] | Employees [Member] | Nonqualified Stock Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Term of stock options | 10 years | 10 years | |||||||||
Exercise price, lower range | $ 78.32 | ||||||||||
Exercise price, upper range | $ 18.48 | $ 163.90 | |||||||||
2011 Plan [Member] | Employees [Member] | Stock Option Awards [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Allocated share based compensation expense | $ 300,000 | ||||||||||
2011 Plan [Member] | Employees [Member] | Common Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of options issued | 31,818 | 26,818 | |||||||||
2011 Plan [Member] | Employees [Member] | Common Stock [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of options issued | 1,064 | ||||||||||
2011 Plan [Member] | Employees [Member] | Common Stock [Member] | Equity Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of options issued | 1,064 | ||||||||||
2011 Plan [Member] | Director [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of vesting shares | 4,167 | ||||||||||
Stock-based compensation costs | $ 100,000 | $ 100,000 | |||||||||
Term of stock options | 10 years | 10 years | |||||||||
Exercise price, lower range | $ 69.52 | ||||||||||
Exercise price, upper range | $ 9.94 | $ 75.46 | |||||||||
2011 Plan [Member] | Director [Member] | Common Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of options issued | 2,273 | 15,341 | |||||||||
2011 Plan [Member] | Consultant [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Term of stock options | 10 years | 10 years | |||||||||
Exercise price, upper range | $ 31.24 | $ 84.04 | |||||||||
2011 Plan [Member] | Consultant [Member] | Common Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of options issued | 1,136 | ||||||||||
2011 Plan [Member] | Consultant [Member] | Common Stock [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of options issued | 1,136 | ||||||||||
2011 Plan [Member] | Employees [Member] | Common Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of options issued | 61,856 | ||||||||||
Term of stock options | 10 years | ||||||||||
2011 Plan [Member] | Employee, Director and Consultants [Member] | Stock Option Awards [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Allocated share based compensation expense | $ 500,000 | $ 1,400,000 | $ 4,400,000 | ||||||||
2011 Plan [Member] | Employee, Director and Consultants [Member] | Stock Option Awards [Member] | Research and Development Expense [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Allocated share based compensation expense | $ 100,000 | 300,000 | 700,000 | 2,600,000 | |||||||
2011 Plan [Member] | Employee, Director and Consultants [Member] | Stock Option Awards [Member] | General and Administrative Expense [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Allocated share based compensation expense | 200,000 | 200,000 | $ 700,000 | $ 1,800,000 | |||||||
2011 Plan [Member] | Consultants [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock issued for services,shares | 568 | 6,250 | |||||||||
Common stock issued for services | $ 40,000 | $ 500,000 | |||||||||
2015 Employee Stock Purchase Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Allocated share based compensation expense | $ 300 | $ 1,200 | $ 1,800 | $ 10,300 | |||||||
Number of shares authorized for issuance | 2,273 | 2,273 | 2,273 | ||||||||
Stock Repurchased | 1,218 | 1,218 | 1,218 | ||||||||
Discount from market price, offering date | 15% | 15% | |||||||||
Fair value maturity | six-month | six-month | six-month | six-month | |||||||
Fair value risk free interest rate | 0.49% | 0.05% | 0.07% | 0.10% | |||||||
Fair value volatility rate | 83.58% | 72.99% | 88.03% | 122.84% | |||||||
Fair value forfeitures percentage | 0% | 0% | 0% | 0% | |||||||
Fair value dividend | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
2015 Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Fair value maturity | six-month | ||||||||||
Fair value risk free interest rate | 2.91% | ||||||||||
Fair value volatility rate | 75.04% | ||||||||||
Fair value forfeitures percentage | 0% | ||||||||||
Fair value dividend | $ 0 | ||||||||||
2015 Employee Stock Purchase Plan [Member] | Six Month Call on Unvested Share [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Fair market value of unvested shares percentage | 85% | 85% | |||||||||
2015 Employee Stock Purchase Plan [Member] | Six Month Put on Unvested Share [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Fair market value of unvested shares percentage | 15% | 15% |
Schedule of (Benefit) Provision
Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | (3,334,000) | (2,412,000) |
Foreign | ||
Total (benefit from) provision for income taxes | $ (3,334,000) | $ (2,412,000) |
Schedule of Significant Compone
Schedule of Significant Components of Deferred Tax Assets (Details) - USD ($) | Jul. 31, 2022 | Jul. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 63,759,000 | $ 56,369,000 |
Credits | 7,082,000 | 5,566,000 |
Start-up costs | 14,000 | 17,000 |
Accumulated depreciation | 68,000 | 74,000 |
Option and stock awards | 1,148,000 | 1,179,000 |
Other | 162,000 | 180,000 |
Net deferred tax assets | 72,233,000 | 63,385,000 |
Valuation allowance for deferred tax assets | (72,233,000) | (63,385,000) |
Net deferred taxes |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Taxes Using Statutory Income Tax Rate (Details) | 12 Months Ended | |
Jul. 31, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at the expected statutory rate | 21% | 21% |
State income tax, net of federal tax benefit | 7.02% | 4.01% |
Non-deductible expenses | 0.38% | 1.17% |
Tax impact of stock option cancellations | ||
Tax impact of sales of state net operating losses and credits | 1.87% | 1.07% |
Change in valuation allowance | 19.15% | 20.05% |
Other | 1.51% | 2.35% |
Income tax benefit - effective rate | 8.89% | 5.07% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Jan. 02, 2018 | |
Operating Loss Carryforwards [Line Items] | |||||
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. | ||||
Hiring credits | $ 7,082,000 | $ 5,566,000 | |||
Valuation allowance | 72,233,000 | 63,385,000 | |||
Changes in valuation allowances | 8,800,000 | $ 11,800,000 | |||
CALIFORNIA | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | 87,000,000 | ||||
Research and development tax credit carryforwards | 3,200,000 | ||||
Hiring credits | 9,300 | ||||
NEW JERSEY | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | 75,000,000 | ||||
Research and development tax credit carryforwards | 200,000 | ||||
Proceeds from sale of net operating loss | $ 3,300,000 | $ 2,400,000 | |||
AUSTRALIA | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | 7,500,000 | ||||
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | 241,000,000 | $ 138,000,000 | |||
Research and development tax credit carryforwards | $ 4,400,000 | $ 103,000,000 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) - USD ($) | Oct. 31, 2022 | Oct. 17, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Leases | |||||
Operating lease right-of-use assets | $ 3,931,083 | $ 363,000 | $ 120,000 | $ 4,665,515 | $ 5,445,744 |
Current portion included in current liabilities | 978,570 | 1,111,571 | 845,483 | ||
Long-term portion included in non-current liabilities | 3,513,897 | 4,126,636 | 5,238,207 | ||
Total operating lease liabilities | $ 4,492,467 | $ 363,000 | $ 120,000 | $ 5,238,207 | $ 6,083,690 |
Schedule of Lease Expenses (Det
Schedule of Lease Expenses (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Leases | ||||
Operating lease cost | $ 379,116 | $ 369,792 | $ 1,506,546 | $ 1,482,956 |
Total lease expense | $ 379,116 | $ 369,792 | $ 1,506,546 | $ 1,482,956 |
Schedule of Other Information R
Schedule of Other Information Related to Leases (Details) | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Leases | |||
Weighted-average remaining lease term | 3 years 10 months 24 days | 4 years | 5 years |
Weighted-average discount rate | 10.13% | 9.97% | 9.95% |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Operating Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Leases | ||||
Cash paid for operating lease liabilities | $ 390,424 | $ 380,284 | $ 1,543,000 | $ 1,272,290 |
Total cash flows related to operating lease liabilities | $ 390,424 | $ 380,284 | $ 1,543,000 | $ 1,272,290 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($) | Oct. 31, 2022 | Oct. 17, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 |
Leases | |||||
2023 – the remainder of the fiscal year | $ 1,054,361 | ||||
2023 | 1,585,224 | ||||
2024 | 1,350,056 | 1,539,142 | |||
2025 | 1,390,558 | 1,516,126 | |||
2026 | 1,432,274 | 1,533,882 | |||
2027 | 240,688 | 240,688 | |||
Total minimum lease payments | 5,467,937 | 6,415,062 | |||
Less: Imputed interest | (975,470) | (1,176,855) | |||
Total | $ 4,492,467 | $ 363,000 | $ 120,000 | $ 5,238,207 | $ 6,083,690 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | ||||
Oct. 31, 2022 | Oct. 17, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | |
Operating lease right of use asset | $ 3,931,083 | $ 363,000 | $ 120,000 | $ 4,665,515 | $ 5,445,744 |
Operating lease liability | $ 4,492,467 | $ 363,000 | $ 120,000 | $ 5,238,207 | $ 6,083,690 |
Lessee operating lease residual value guarantee description | less than a year to four years | ||||
Minimum [Member] | |||||
Remaining lease term | 1 year | ||||
Maximum [Member] | |||||
Remaining lease term | 5 years |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
May 15, 2012 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Maximum annual contributions per employee, percent | 100% | ||||
Employer matching contribution, percent of match | 100% | 100% | |||
Employer contributions | $ 47,000 | $ 54,000 | $ 176,000 | $ 149,000 | |
Maximum [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employers matching contribution, annual vesting percentage | 3% | 3% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Apr. 16, 2021 | Jan. 25, 2021 | Aug. 19, 2020 | Jan. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2022 | |
Proceeds from warrant exercises | $ 4,792,951 | ||||||
Sale of stock, price per share | $ 119.90 | ||||||
Ownership percentage | 42% | ||||||
Sirtex Medical US Holdings Inc [Member] | |||||||
Number of shares issued for sale | 12,817 | 30,811 | 18,173 | ||||
Warrant exercise price per share | $ 75.90 | ||||||
Proceeds from warrant exercises | $ 1,000,000 | ||||||
Non refundable payment | $ 5,000,000 | ||||||
Additional non-refundable and non-creditable if the option is exercised | 25,000,000 | ||||||
Cash to be received if the option is exercised | 20,000,000 | ||||||
Common share to be issued, if the option are exercised | $ 5,000,000 | ||||||
Ownership percentage | 8% | ||||||
Liability under co-promotion agreement related party | $ 5,000,000 | $ 5,000,000 | |||||
China Grand Pharmaceutical & Healthcare Holdings Ltd [Member] | |||||||
Number of shares issued for sale | 64,084 | 154,054 | 90,864 | ||||
Warrant exercise price per share | $ 75.90 | ||||||
Proceeds from warrant exercises | $ 4,800,000 | ||||||
Common Stock [Member] | |||||||
Exercise of common stock warrants, shares | 63,148 | ||||||
Number of shares issued for sale | 350,513 | 209,481 | 209,481 | ||||
Proceeds from warrant exercises | $ 4,800,000 | ||||||
Sale of stock, price per share | $ 119.90 | $ 71.50 | |||||
Common Stock [Member] | China Grand Pharmaceutical & Healthcare Holdings Ltd [Member] | |||||||
Warrant exercise price per share | $ 75.90 | ||||||
Proceeds from warrant exercises | $ 4,800,000 |
Nasdaq Deficiency Notice (Detai
Nasdaq Deficiency Notice (Details Narrative) - $ / shares | Nov. 29, 2022 | Nov. 25, 2022 | Jun. 02, 2022 |
Nasdaq Deficiency Notice | |||
Shares issued price per share | $ 1 | $ 1 | $ 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 01, 2022 | Nov. 30, 2022 | Nov. 25, 2022 | Oct. 02, 2022 | Sep. 06, 2022 | Jan. 25, 2021 | Aug. 19, 2020 | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Dec. 27, 2022 | Nov. 29, 2022 | Jun. 02, 2022 | Oct. 31, 2021 | Jul. 31, 2020 | |
Subsequent Event [Line Items] | |||||||||||||||
Reverse stock split | 1-for-22 (the “Reverse Stock Split”) | 1-for-22 (the “Reverse Stock Split”) | |||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Shares issued price per share | $ 1 | $ 1 | $ 1 | ||||||||||||
Required stockholder's equity (deficit) | $ (984,449) | $ 6,118,404 | $ 38,075,801 | $ 28,778,694 | $ 13,870,436 | ||||||||||
Reported stockholder's equity (deficit) | 984,449 | (6,118,404) | $ (38,075,801) | (28,778,694) | (13,870,436) | ||||||||||
Restructuring plan description | 45%, or 18 employees. | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
August 2020 Registered Direct Offering, net of $1,464,276 issuance costs, shares | 350,513 | 209,481 | 209,481 | ||||||||||||
Required stockholder's equity (deficit) | 179 | 179 | $ 178 | 178 | 105 | ||||||||||
Reported stockholder's equity (deficit) | (179) | (179) | (178) | (178) | (105) | ||||||||||
Warrant [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Required stockholder's equity (deficit) | 3,368,509 | 3,591,734 | 3,591,734 | 3,591,734 | 5,708,127 | ||||||||||
Reported stockholder's equity (deficit) | $ (3,368,509) | $ (3,591,734) | $ (3,591,734) | $ (3,591,734) | $ (5,708,127) | ||||||||||
Minimum [Member] | Restructuring Plan [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Changes in restructuring plan | $ 750,000 | ||||||||||||||
Minimum [Member] | Warrant [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Exercise price of warrant | $ 75.90 | $ 75.90 | |||||||||||||
Maximum [Member] | Restructuring Plan [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Changes in restructuring plan | 800,000 | ||||||||||||||
Maximum [Member] | Warrant [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Exercise price of warrant | $ 275 | $ 369.60 | |||||||||||||
Restructuring Plan [Member] | Minimum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Restructuring charges | 750,000 | ||||||||||||||
Restructuring Plan [Member] | Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Restructuring charges | $ 800,000 | ||||||||||||||
Restructuring Plan [Member] | Board of Directors [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Restructuring plan percentage | 45% | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Lease renew term | 3 years | ||||||||||||||
Rental payments | $ 300,000 | ||||||||||||||
Debt stated interest rate | 10% | ||||||||||||||
Debt instrument, maturity date | Nov. 25, 2024 | ||||||||||||||
Debt instrument effective percent | 10% | ||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Share price | $ 44 | ||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 3,500,001 | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
August 2020 Registered Direct Offering, net of $1,464,276 issuance costs, shares | 1,166,667 | 360,769 | |||||||||||||
Issued and outstanding percentage | 19.99% | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
August 2020 Registered Direct Offering, net of $1,464,276 issuance costs, shares | 1,166,667 | ||||||||||||||
Subsequent Event [Member] | Prefunded Warrants [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Share price | $ 3 | ||||||||||||||
Shares issued price per share | 0.0001 | ||||||||||||||
Exercise price of warrant | $ 3 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note Related Party [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument face amount | $ 2,000,000 | ||||||||||||||
Debt stated interest rate | 5% | ||||||||||||||
Debt instrument, maturity date | Nov. 25, 2023 | ||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Required stockholder's equity (deficit) | $ 2,500,000 | ||||||||||||||
Reported stockholder's equity (deficit) | $ (2,500,000) |