Acquisitions (Tables)

3 Months Ended

12 Months Ended

Oct. 31, 2019

Jul. 31, 2019

Net purchase price of NGDx

The net purchase price of NGDx was determined to be as follows:

	Stock Price at Closing		Shares		Fair Value
Purchase price:
Common Stock at closing	$	0.23		1,117,011	$	253,721
Common Stock after closing	$	0.23		420		95
Common Stock post reverse stock split	$	0.23		4,830,000		1,097,100
Total purchase price				5,947,431	$	1,350,916

Fair Value Assumptions Used in Accounting for Warrants

The key inputs used in the fair value calculations were as follows:

	December 1,  2018			July 31,  2018
Exercise price		2.50			2.50
Time to expiration		3.14 years			3.47 years
Risk-free interest rate		3.01	%		2.77	%
Estimated volatility		138.61	%		143.97	%
Dividend		—			—
Stock price at valuation date	$	0.9		$	0.1

Fair Value Assumptions Used in Accounting for Call Options

The following assumptions were used in estimating the value of the Call Option:

	December 1,  2018			July 31,  2018
Risk-free interest rate		2.52	%		2.44	%
Estimated volatility		164.43	%		129.95	%
Remaining Term		1.13 years			1.47 years
Stock price at valuation date	$	0.9043		$	0.0976

Purchase price allocated as of acquisition date

We finalized our allocation of the purchase price as of December 28, 2018. The final allocation of the purchase price as of January 31, 2019, is as follows:

	Preliminary Allocation as of December 28,  2017		Allocation Adjustments		Final Allocation
Intangible assets (licenses)	$	276,380	$	—	$	276,380
Property and equipment		19,879		—		19,879
Computer software acquired		5,980		—		5,980
Leasehold Improvements		17,761		—		17,761
Total assets acquired		320,000		—		320,000
Consideration:
Note Payable		320,000				320,000
Goodwill	$	—			$	—

Schedule of Finite-Lived Intangible Assets

The components of the acquired intangible assets were as follows:

	Preliminary  Fair  Value		Average Estimated Life
In-process research and development	$	3,980,000		—
Non-compete agreement		790,000		3
	$	4,770,000

Components of acquired intangible assets

The components of the acquired intangible assets were as follows:

	Preliminary Fair Value		Average Estimated Life
Tradename / Trademarks	$	103,000		15
IP/Technology		41,500		5
Business Contracts		346,800		15
Customer Base		274,600		10
Non-compete agreement		356,700		3
	$	1,112,600

Supplemental Pro Forma

Unaudited pro forma results of operations for the three months ended October 31, 2019 and 2018 as though the Company acquired MediSource and Pantheon on the first day of each fiscal year are set forth below.

	Three months Ended October 31,
	2019			2018
Revenues	$	721,661		$	2,141,000
Cost of revenues		133,618			987,409
Gross profit		588,043			1,153,591
Operating expenses		5,136,754			2,629,854
Operating loss		(4,548,711	)		(1,476,262	)
Other income (expense)		(4,763,836	)		19,389,944
Net loss	$	(9,312,547	)		17,913,682
Comprehensive net loss	$	(9,312,547	)	$	17,913,682

Unaudited pro forma results of operations for the year ended July 31, 2019 and 2018 as though the Company acquired Veneto, Olaregen and Regentys (the “Acquired Companies”) on the first day of each fiscal year are set forth below. 

	Year Ended                                   July 31,
	2019			2018
Revenues	$	11,217,169		$	57,137,821
Cost of revenues		4,143,586			19,236,850
Gross profit		7,073,583			37,900,971
Operating expenses		13,338,328			45,146,085
Operating loss		(6,264,744	)		(7,245,114	)
Other income (expense)		1,469,732			523,226
Net loss		(4,795,012	)		(6,721,888	)
Net loss attributable to noncontrolling interests		(1,606,316	)		(230,222	)
Net Income (loss) Available to Common Stockholders		(3,188,696	)		(6,491,666	)
Comprehensive net loss	$	(3,188,696	)	$	(6,491,666	)
Basic and diluted earnings per share	$	(0.05	)	$	(0.29	)

Medisource

Summary of allocation of preliminary purchase price

The following table summarizes the allocation of the preliminary purchase price as of the MediSource acquisition:

	Preliminary Allocation as of August 1, 2019
Cash and cash equivalents	$	13,895
Other current assets		11,864
Property and equipment, net		8,992
Accounts payable and accrued liabilities		(31,439	)
Net Tangible Assets	$	3,312
Tradename / Trademarks		47,600
Business Contracts		346,800
Non-Competes		124,600
Total Fair Value of Assets Acquired		522,312
Consideration:
Fair value of common stock		479,980
Contingent consideration		409,790
Consideration included in consulting agreement		104,168
Total Purchase Price		993,938
Goodwill	$	471,626

Pantheon [Member]

Summary of allocation of preliminary purchase price

The following table summarizes the allocation of the preliminary purchase price as of the Pantheon acquisition:

	Preliminary Allocation as of August 1, 2019
Cash and cash equivalents	$	35,410
Accounts receivable		133,269
Prepaid expenses		3,336
Inventory		266,071
Medical Equipment, net		67,299
Accounts payable		(53,242	)
Accrued liabilities		(15,573	)
Net Tangible Assets	$	436,570
Tradename / Trademarks		55,400
IP/Technology		41,500
Non-compete agreement		232,100
Customer Base		274,600
Total assets acquired	$	1,040,170
Consideration:
Fair value of common stock		671,972
Contingent consideration		354,292
Consideration included in consulting agreement		145,833
Goodwill	$	131,927

Veneto Holdings, L.L.C.

Summary of Acquisition

The following table summarizes the allocation of the preliminary purchase price as of the Veneto acquisition as of the First Closing and the Second Closing:

	“First Closing” completed on  October 3, 2018		“Second Closing” completed on  November 1, 2018		Total
Cash and cash equivalents	$	2,410,150	$	—	$	2,410,150
Accounts receivable, net		1,935,078		—		1,935,078
Inventory, net		1,068,856		—		1,068,856
Prepaid expenses		95,804		—		95,804
Property and equipment, net		652,590		—		652,590
Other receivables		1,014,316		—		1,014,316
Notes receivable - LT		1,387,763		—		1,387,763
Other assets, net		25,745		—		25,745
Intangible assets, net		35,603		7,110,000		7,145,603
Total assets acquired		8,625,905		7,110,000		15,735,905
Total current liabilities		2,509,887		—		2,509,887
Notes payable		—		3,403,948		3,403,948
Total liabilities assumed		2,509,887		3,403,948		5,913,835
Net identifiable assets acquired		6,116,018		3,706,052		9,822,070
Goodwill		8,883,982		16,293,948		25,177,930
Total consideration transferred	$	15,000,000	$	20,000,000	$	35,000,000

The following table summarizes the allocation of the revalued purchase price as of the Veneto acquisition as of the First Closing and the Second Closing during the year ending July 31, 2019: 

	“First Closing” completed on  October 3, 2018		“Second Closing” completed on  November 1, 2018			Total
Cash and cash equivalents	$	2,410,150	$	—		$	2,410,150
Accounts receivable, net		1,430,638		—			1,490,638
Inventory, net		1,068,856		—			1,068,856
Prepaid expenses		95,804		—			95,804
Property and equipment, net		652,590		—			652,590
Other receivables		1,014,316		—			1,014,316
Notes receivable - LT		1,387,763		—			1,387,763
Other assets, net		25,745		—			25,745
Intangible assets, net		35,603		811,000			846,603
Total assets acquired		8,181,465		811,000			8,992,465
Total current liabilities		2,065,448		—			2,065,448
Notes payable		—		3,403,948			3,403,948
Total liabilities assumed		2,065,448		3,403,948			5,469,396
Net identifiable assets acquired		6,116,017		(2,592,948	)		3,523,069
Goodwill							15,051,769
Total consideration transferred	$	—	$	—		$	18,574,838

Estimated amortization expense

The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets are as follows:

	Preliminary  Fair  Value		Average  Estimated  Life
Developed Software/Technology	$	131,000		5
Referral Base		—		15
Non-compete agreements		680,000		3
	$	811,000

During the year ending July 31, 2019, the amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets were revalued as follows: 

	Preliminary  Fair  Value		Average  Estimated  Life
Developed Software/Technology	$	397,000		5
Referral Base		10,000		15
Non-compete agreements		1,870,000		3
	$	2,277,000

Regentys

Summary of Acquisition

The following table summarizes the allocation of the preliminary purchase price as of the Regentys acquisition:	Preliminary Allocations as of    January 7, 2019			Allocation Adjustments			Revised Allocation
Cash and cash equivalents	$	61,857		$	—		$	61,857
Other current assets		13,138			20,543			33,591
Property and equipment, net		444			—			444
Accounts payable and accrued liabilities		(1,181,920	)		(307,495	)		(1,488,870	)
Notes payable		(639,009	)		29,685			(609,324	)
Loans form related parties		(16,506	)		(399,999	)		(416,505	)
Deferred tax liability		(889,782	)		30,320			(859,462	)
In-Process research & development		3,510,680			(119,630	)		3,391,050
Non-Controlling interest, net of proceeds:
Note receivable from Generex		14,345,205			(2,791	)		14,345,414
Redeemable non-controlling interest		(4,073,898	)					(4,073,898	)
Non-controlling interest		(9,870,762	)		(2,791	)		(9,870,762	)
Cash paid prior to the time of closing		—			400,000			400,000
Total Fair Value of Assets Acquired		1,259,447			(751,613	)		907,833
Consideration:
Cash paid prior to the time of closing		400,000			—			400,000
Note receivable from Generex		14,345,205			(2,791	)		14,342,414
Goodwill	$	13,485,758		$	748,823		$	13,834,581

Olaregen

Summary of Acquisition

The following table summarizes the allocation of the preliminary purchase price as of the Olaregen acquisition:

	Preliminary Allocations as of    January 7, 2019			Allocation Adjustments			Revised Allocation
Cash and cash equivalents	$	608,419		$	(400,000	)	$	208,419
Prepaid expenses		20,488			—			20,488
Inventory		408,501			—			408,501
Other current assets		37,950			—			37,950
Accounts payable		(216,670	)		—			(216,670	)
Accrued liabilities		(216,694	)		—			(216,694	)
Deferred tax liability		(1,040,173	)		397,513			(642,660	)
In-Process research & development		3,980,000			(1,521,000	)		2,459,000
Non-compete agreements		790,000			(260,000	)		530,000
Non-Controlling interest, net of proceeds:
Note receivable from Generex		11,472,663			—			11,472,663
Non-controlling interest		(11,999,559	)		—			(11,999,559	)
Cash paid prior to the time of closing		—			400,000			400,000
Total Fair Value of Assets Acquired		3,844,925			(1,383,485	)		2,461,440
Consideration:
Cash paid prior to the time of closing		400,000			—			400,000
Note receviable from Generex		11,472,663			—			11,472,664
Goodwill	$	8,027,738		$	1,383,485		$	9,411,224