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Stockholders' Equity
9 Months Ended
Apr. 30, 2020
Equity [Abstract]  
Stockholders' Equity

Note 10 - Stockholders’ Equity

 

Stock Split and Dividend

 

On November 13, 2018, the Company declared a stock dividend on its outstanding Common Stock for stockholders of record date to be determined (the “Record Date”). As a result, all stockholders on the Record Date received twenty new shares of Common Stock for each share of Common Stock owned by them as of that date.

 

On February 24, 2020, Generex issued a 1.4:1 stock split (the “Stock Split”) and paid a stock dividend (“Stock Dividend”) consisting of two shares of NGIO for every five shares of Generex, or 40%. Some stockholders and option holders waived their rights to participate in the 1.4:1 stock split and the 40% Stock Dividend. Proportional adjustments for the stock split was made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the condensed interim consolidated financial statements.

 

Common Stock

 

Shares issued for services

 

In January and February of 2020, the Company issued 669,803 shares of common stock to vendors for services valued between $0.44 and $0.46 per share, or $293,600.

 

Shares issued for deferred offering

 

On November 25, 2019 , the Company entered an Equity Purchase Agreement with an investor to purchase up to $40,000,000 of the Company’s stock at 92% of the market price for the period of five (5) consecutive trading days immediately subject to a put notice on such date on which the Purchase Price is calculated in accordance with the terms and conditions of the agreement (subject to certain limitations) from time to time over a 36-month period. The Company also issued 1,719,901 common stock of Commitment Shares upon execution of the agreement as consideration for the investor’s commitment to purchase additional shares of our common stock pursuant to the agreement. (Note 12)

 

Issuance of common stock payable

 

During the nine months ended April 30, 2020 and 2019, 436,121 and 8,495,924 shares of common stock payable were issued, respectively. As of April 30, 2020 and 2019, 410,928 and 400,928 shares remain to be issued resulting in common stock payable $186,972 and 201,294, respectively.

Conversion of debt to equity

 

During the nine months ended April 30, 2020, the Company issued 9,719,740 shares of common stock for the conversion of $4,489,910 of debt.

Issuance of common stock for acquisitions

 

In August 2019, the Company issued 400,000 and 560,000 shares of common stock valued at $2.50 per share for the acquisition of MediSource and Pantheon, respectively.

Cancellation of shares

 

On September 12, 2019, 20,375,900 outstanding shares of common stock were cancelled by the Company held by Joe Moscato TTEE Friends of Generex Biotechnology Investment Trust U/A/D 4/2/2019, a trust formed for the benefit the Company and any 80% controlled subsidiary of the Company by several shareholders contributing in the aggregate 33,175,900 shares of the Company’s Common Stock and 8,293,975 shares of  NGIO commons shares (the “Friends of Generex Trust”), similar to the Stock Control Agreement previously entered into by the same shareholders on December 1, 2018 filed in an 8-K filed on December 3, 2019, incorporated herein by reference.

 

Purchase of shares in subsidiary

On August 16, 2019, the Company entered into a Share Exchange Agreement to purchase an additional 900,000 shares of common stock in Olaregen from other shareholders of Olaregen in exchange for 1,905,912 shares of Generex common stock and 476,478 shares of NGIO common stock which increased our interest in Olaregen to approximately 77% of the Olaregen’s outstanding voting shares.

 

On February 14, 2020, the remaining shareholders of Olaregen exchanged all of its outstanding shares for 5,950,000 shares of Generex common stock and 2,765,000 shares of NGIO. In total, during the nine months ended April 30, 2020, the Company issued 7,855,912 shares of stock for the purchase of the outstanding shares in Olaregen,

 

Shares issued as debt issuance cost

During the nine months ended April 30, 2020, the Company issued 343,000 shares of common stock to investors as debt issuance cost in conjunction with the issuance of notes payable which were valued at priced per share between $0.26 and $0.51, or total of $151,230.

 

Settlement of subsidiary's liability with stock

 

On February 14, 2020, the former stockholders of Olaregen settled a $32,212 payroll related liability using previously issued Generex common stock it had received from its share exchange.

 

Series H and Series I Convertible Preferred Stock 

 

The Company has authorized 109,000 shares of designated non-voting Series H Convertible Preferred Stock with a stated value of $1,000 per share and authorized 6,000 shares of designated non-voting Series I Convertible Preferred Stock with a stated value of $47.61 per share pursuant to the Purchase Agreement dated March 27, 2017. The Series H Preferred Stock was scheduled to be sold in four tranches to the Purchaser. The Series H and Series I Convertible Preferred Stock were convertible at the option of the holder.  At closing of the first tranche on March 28, 2017, the Company issued 63,000 shares of Series H Preferred Stock for a purchase price of $3,000,000.   On December 1, 2018, after payment of the dividend, B-H Sanford, LLC, converted all of its holding of the Company’ Series H Convertible Preferred Stock owned by it into 28,828,953 shares of common stock. On November 30, 2018, Joseph Moscato, the Company’s President and Chief Executive Officer, and Lawrence Salvo, a member of the Company’s Board of Directors, converted all shares of the Company’ Series I Convertible Preferred Stock owned by them receiving the aggregate 7,595,350 shares. 

 

Non-controlling Interest

 

Regentys

 

Pursuant to the Company’s acquisition of Regentys on January 7, 2019 to acquire a 51% interest, the Company was issued 12,048,161 shares of Regentys common stock. As of January 31, 2020, Regentys had a total of 18,623,278 shares of common stock and 2,793,192 Series A voting preferred stock for a total of 21,416,470 total voting shares outstanding. As such, there are 9,368,309 of shares that belong to non-controlling interest shareholders which represents a 43.74% non-controlling interest. 

 

Olaregen

 

Pursuant to the Company’s acquisition of Olaregen on January 7, 2019 to acquire a 51% interest, the Company was issued 3,282,632 shares of Olaregen common stock from Olaregen shareholders. In May 2019, the Company issued 4,000,000 shares of common stock contributed and provided by the Friends of Generex Trust and a $2 million note payable for the acquisition of 592,683 shares of Series A Preferred Stock of Olaregen pursuant to a Stock Purchase Agreement entered into January 14, 2019 subject to the approval of the Board of Directors of Olaregen and consummated on May 10, 2019. The provided shares by the Friends of Generex Trust were already issued and outstanding and did not result in any expense of the Company. Since these shares were transferred, to the shareholders of Olaregen, by an existing shareholder to settle an obligation of the Company, the value of the shares provided by the Friends of the Generex Trust to settle the debt was reflected in the financial statements as an addition to contributed (paid-in) capital.

 

After completion Share Exchange Agreement on August 16, 2019, the Company owned 51% of Olaregen.

 

On February 14, 2020, the remaining stockholders of Olaregen exchanged all of its outstanding shares for 5,950,000 shares of Generex common stock and 2,765,000 shares of NGIO. After this transaction and as of April 30, 2020, Generex owns 100% of the outstanding shares of Olaregen.

 

Veneto

 

On November 1, 2018, the Company completed its second closing of Veneto Holdings, L.L.C. (“Veneto”) which granted the Company Rapport Services, LLC (“Rapport”) through the ownership of the units of Class B membership interests providing control of Rapport as only the Class B Member is entitled to elect the nominees to the Board of Managers, which constitute a one percent (1%) ownership in Rapport. The remaining interests represent a 99% non-controlling interest. 

 

NuGenerex Immuno-Oncology, Inc.

 

On February 25, 2019, we issued a stock dividend to our shareholders, whereby our shareholders received one (1) share of NGIO for every four (4) shares of our stock held on the dividend date.

 

On March 10, 2020, the Company increased the number of authorized shares from 400,000,000 to 760,000,000, which consists of 750,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share.  The preferred stock may be issued in one of more series and may have preferences as to dividends and to liquidation of the Company.

As of April 30, 2020, 400,000,000 shares of NGIO are issued and outstanding of which 38,357,038 shares belong to non-controlling interest shareholders which represents a 9.59% non-controlling interest.