Derivative Liabilities

6 Months Ended

Jan. 31, 2015

Notes to Financial Statements

Derivative Liabilities

Note 9 – Derivative Liabilities:

Derivative warrant liability

The Company has warrants outstanding with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the exercise price of the warrants. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

Accounting for Derivative Warrant Liability

The Company’s derivative instruments have been measured at fair value at January 31, 2015 and July 31, 2014 using the binomial lattice model. The Company recognizes all of its warrants with price protection in its consolidated balance sheets as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s consolidated cash flows.

The derivative warrants outstanding at January 31, 2015 are all currently exercisable with a weighted-average remaining life of 2.81 years.

The revaluation of the warrants at the end of the respective reporting periods resulted in the recognition of a gain of $1,144,785 within the Company’s consolidated statements of operations for the six months ended January 31, 2015 and a loss of $230,557 within the Company’s consolidated statements of operations for the six months ended January 31, 2014, which are included in the consolidated statement of operations under the caption “Change in fair value of derivative liabilities”. The fair values of the warrants at January 31, 2015 and July 31, 2014 were $1,490,858 and $2,635,643, respectively, which are reported on the consolidated balance sheets under the caption “Derivative Warrant Liability”. The following summarizes the changes in the value of the derivative warrant liability from August 1, 2013 until January 31, 2015:

		Value		No. of Warrants
Balance at August 1, 2013 – Derivative warrant liability	$	5,234,293		220,687,537
Exercise of warrants		(2,194,496	)	(76,732,020	)
Additional warrants issued in January 2014 financing		942,279		26,666,668
Additional warrants issued in March 2014 financing		2,016,064		69,166,667
Decrease in fair value of derivative warrant liability		(3,362,497	)	n/a
Balance at July 31, 2014 – Derivative warrant liability	$	2,635,643		239,788,852
Decrease in fair value of derivative warrant liability		(1,144,785	)	n/a
Balance at January 31, 2015 – Derivative warrant liability	$	1,490,858		239,788,852

Fair Value Assumptions Used in Accounting for Derivative Warrant Liability

The Company has determined its derivative warrant liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of January 31, 2015 and July 31, 2014. The binomial lattice model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Because the warrants contain the price protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The key inputs used in the January 31, 2015 and July 31, 2014 fair value calculations were as follows:

		January 31, 2015			July 31, 2014
Current exercise price	$	0.03		$	0.03
Time to expiration		2.8 years			3.3 years
Risk-free interest rate		0.77	%		1.02	%
Estimated volatility		73	%		80	%
Dividend		-0-			-0-
Stock price at period end date	$	0.0159		$	0.0210

Fair Value Assumptions Used in Accounting for Derivative Additional Investment Rights Liability

The Company has determined the derivative additional investment rights liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to measure the fair value. The fair value of the derivative liability associated with the additional investment rights was determined to be $743,198 and $719,088 at January 31, 2015 and July 31, 2014, respectively.

The key inputs used in the fair value calculation at January 31, 2015 and July 31, 2014 were as follows:

		January 31, 2015			July 31, 2014
Underlying number of units of convertible preferred stock		2,075			2,075
Underlying number of units of warrants		69,166,667			69,166,667
Current exercise price of warrants	$	0.03		$	0.03
Current conversion price of preferred stock	$	0.03		$	0.03
Time to expiration		0.15 years			0.65 years
Risk-free interest rate		0.02	%		0.09	%
Estimated volatility		132	%		61	%
Dividend		-0-			-0-
Stock price at period end date	$	0.0159		$	0.021

The partial exercise of the additional investment rights in the quarter ended January 31, 2014, resulted in a transfer from the derivative liability to additional paid in capital of $237,566, which was the estimated fair value of the additional investment rights exercised as of the date of exercise on January 15, 2014. The revaluation of the additional investment rights in the six-month period ended January 31, 2015, resulted in the recognition of a loss of $24,109 and in the six-month period ended January 31, 2014, the revaluation resulted in the recognition of a gain of $892,399. The gains are recorded within the Company’s consolidated statements of operations under the caption “Change in fair value of derivative liabilities”.