Stockholders' Equity

12 Months Ended

Jul. 31, 2020

Equity [Abstract]

Stockholders' Equity

Note 6 - 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 20 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 consolidated financial statements.

Common Stock

Shares issued for services

In January and February of 2020, the Company issued 789,803 shares of common stock to vendors for services valued between $0.34 and $0.46 per share, or $334,400.

Issuance of shares as a commitment fee in connection with registration statement

On November 25, 2019, the Company entered into a purchase agreement with an investor Oasis Capital, LLC (“Oasis”) pursuant to which Oasis has agreed to purchase from the Company up to $40,000,000 of common 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. We also issued to Oasis 1,719,901 shares under the Oasis Capital Agreement as a commitment fee in connection with a registration statement. This transfer has been accounted through common stock and additional paid in capital which has no net effect on equity.

Issuance of common stock payable 

As of July 31, 2020, there are shares obligated to be issued for the settlement with a creditor for 3,499,415 shares with a value of $1,472,826, 16,470,588 shares to be issued related to the Veneto downside protection valued at $8,400,000 and 30,000 shares valued at $14,500 obligated to be issued to a creditor. During the year ended July 31, 2020, the Company issued 373,510 shares, valued at $852,895, to a creditor for the conversion of note payable, 30,000 shares, valued at $69,000, to a vendor for services and 32,610 shares, valued at $14,500 to settle a debt.

As of July 31, 2019, there are shares obligated to be issued for the conversion of notes payable for 341,790 shares with a value of $852,891 and 30,000 shares to be issued for services rendered with a value of $69,000. During the year ended July 31, 2019, the Company issued 1,733,924 shares, valued at $870,554, to a creditor for the conversion of note payable, and 6,762,000 shares, valued at $1,097,100, to settle a debt.

As of July 31, 2020 and 2019, the value of shares to be issued was $10,079,449 and $1,123,188, respectively.

	Common Stock Payable
Balance as of July 31, 2018	$	2,168,951
Increase in common stock payable		921,891
Issuance of common stock payable		(1,967,654	)
Balance as of July 31, 2019	$	1,123,188
Increase in common stock payable		9,887,326
Issuance of common stock payable		(936,395	)
Change in fair value of common stock payable		5,330
Balance as of July 31, 2020	$	10,079,449

Conversion of debt to equity 

During the year ended July 31, 2019, the Company issued 2,297,812 shares of common stock for the conversion of $18,406,684 of debt and accrued interest. During the year ended July 31, 2020, the Company issued 11,914,545 shares of common stock for the conversion of $5,348,847 of debt and accrued interest.

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.

Shares issued as debt issuance cost

During the year ended July 31, 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 a 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.

NGIO Dividend

On January 30, 2019, the Company declared a dividend to holders of Generex common shares of its subsidiary NGIO. On February 25, 2019, Generex shareholders received a dividend of one share of NGIO for every four shares of Generex common stock which amounted to an issuance of 15,076,849 shares, representing approximately 3.77% ownership of NGIO. The fair value of the shares issued amounted to $1,070,456 and was recorded as a dividend with a corresponding increase to noncontrolling interest.

Acquisition of Olaregen Series A Preferred Stock

On May 10, 2019, 4,000,000 shares of Generex common stock was transferred out of the Friends of Generex Biotechnology Investment Trust (the “Trust”) in consideration of 592,683 Series A voting preferred shares of Olaregen held by an existing shareholder in Olaregen. A $2,000,000 promissory note from Generex to the existing shareholder in Olaregen remains outstanding. The 592,683 shares represent approximately 10% voting control of Olaregen. The $2,000,000 note was extended to have a maturity date of August 1, 2019.

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 July 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.

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 July 31, 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. Although Generex is the Managing Member and established control of the entity, 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.

On July 14, 2020, NGIO entered into a purchase agreement with an investor Oasis Capital, LLC (“Oasis”) pursuant to which Oasis has agreed to purchase from the Company up to $50,000,000 of common 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. NGIO also issued to Oasis 300,000 shares of its common stock under the Oasis Capital Agreement as a commitment fee in connection with a registration statement. This transfer has been accounted through common stock and additional paid in capital which has no net effect on equity.

As of July 31, 2020, 400,300,000 shares of NGIO are issued and outstanding of which 36,296,849 shares belong to non-controlling interest shareholders which represents a 9.07% non-controlling interest.