Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2019 | Jun. 30, 2019 | Nov. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | May 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CytoDyn Inc. | ||
Entity Central Index Key | 0001175680 | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Address, State or Province | WA | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 144,497,302 | ||
Entity Common Stock, Shares Outstanding | 364,748,563 |
Consolidated Balance Sheets
Consolidated Balance Sheets | May 31, 2019USD ($) | May 31, 2018USD ($) |
Current assets: | ||
Cash | $ 2,612,910 | $ 1,231,445 |
Restricted cash | 853,599 | 0 |
Miscellaneous receivables | 90,824 | 0 |
Prepaid expenses | 107,211 | 227,173 |
Prepaid service fees | 1,704,876 | 1,862,009 |
Total current assets | 5,369,420 | 3,320,627 |
Furniture and equipment, net | 29,251 | 11,228 |
Intangibles, net | 15,475,454 | 1,567,143 |
Total assets | 20,874,125 | 4,898,998 |
Current liabilities: | ||
Accounts payable | 16,239,434 | 15,841,859 |
Accrued liabilities and compensation | 1,588,552 | 757,778 |
Accrued license fees | 208,600 | 133,600 |
Accrued interest on convertible notes | 212,777 | 0 |
Convertible notes payable, net | 3,586,035 | 0 |
Current portion of long-term convertible notes payable | 4,200,000 | 0 |
Warrant tender offer proceeds held in trust | 853,599 | 0 |
Total current liabilities | 26,926,348 | 16,733,237 |
Long-term liabilities: | ||
Convertible notes payable, net | 454,568 | 0 |
Derivative liability | 2,407,269 | 1,323,732 |
Total long-term liabilities | 2,861,837 | 1,323,732 |
Total liabilities | 29,788,185 | 18,056,969 |
Commitments and Contingencies | ||
Stockholders' (Deficit) Equity | ||
Common stock, $0.001 par value; 700,000,000 and 375,000,000 shares authorized, 329,554,763 and 216,881,790 issued and 329,395,752 and 216,722,779 outstanding at May 31, 2019 and May 31, 2018, respectively | 329,555 | 216,881 |
Additional paid-in capital | 220,119,856 | 159,764,611 |
Accumulated (deficit) | (229,363,407) | (173,139,396) |
Less: treasury stock, at par (159,011 shares at $0.001) | (159) | (159) |
Total stockholders' (deficit) | (8,914,060) | (13,157,971) |
Total liabilities and stockholders' (deficit) equity | 20,874,125 | 4,898,998 |
Series B Convertible Preferred Stock | ||
Stockholders' (Deficit) Equity | ||
Preferred Stock Value | 92 | 92 |
Series C Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on Series C convertible preferred stock | 37,351 | 0 |
Stockholders' (Deficit) Equity | ||
Preferred Stock Value | $ 3 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2019 | May 31, 2018 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 700,000,000 | 375,000,000 |
Common stock, shares issued | 329,554,763 | 216,881,790 |
Common stock, shares outstanding | 329,395,752 | 216,722,779 |
Treasury stock, shares | 159,011 | 159,011 |
Treasury Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, shares issued | 92,100 | 92,100 |
Preferred stock, shares outstanding | 92,100 | 92,100 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 5,000 | |
Preferred stock, shares issued | 3,246 | |
Preferred stock, shares outstanding | 3,246 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Operating expenses: | |||
General and administrative | $ 12,116,743 | $ 7,340,605 | $ 6,758,606 |
Research and development | 42,490,144 | 38,222,580 | 20,205,743 |
Amortization and depreciation | 1,245,167 | 356,128 | 366,385 |
Total operating expenses | 55,852,054 | 45,919,313 | 27,330,734 |
Operating loss | (55,852,054) | (45,919,313) | (27,330,734) |
Other income (expense): | |||
Interest income | 4,306 | 3,620 | 15,167 |
Change in fair value of derivative liability | 1,666,469 | 1,690,935 | 2,164,533 |
Loss on extinguishment of convertible notes | (1,519,603) | 0 | 0 |
Interest expense: | |||
Amortization of discount on convertible notes | (1,707,068) | (1,666,017) | 0 |
Amortization of debt issuance costs | (459,085) | (435,609) | 0 |
Interest related to derivative liability | 0 | 0 | (540,330) |
Inducement interest related to warrant tender offer | (195,927) | (393,685) | 0 |
Inducement interest related to warrant extension | 0 | (826,252) | (72,437) |
Inducement interest related to convertible notes | 0 | (2,352,045) | 0 |
Interest on convertible notes payable | (950,617) | (251,315) | 0 |
Total interest expense | (3,312,697) | (5,924,923) | (612,767) |
Loss before income taxes | (59,013,579) | (50,149,681) | (25,763,801) |
Income tax benefit | 2,826,919 | 0 | 0 |
Net loss | $ (56,186,660) | $ (50,149,681) | $ (25,763,801) |
Basic and diluted loss per share | $ (0.21) | $ (0.29) | $ (0.19) |
Basic and diluted weighted average common shares outstanding | 272,040,933 | 174,885,422 | 138,004,461 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Exercise Price 1 | Exercise Price 2 | Preferred Stock [Member] | Preferred Stock [Member]Exercise Price 1 | Preferred Stock [Member]Exercise Price 2 | Common Stock [Member] | Common Stock [Member]Exercise Price 1 | Common Stock [Member]Exercise Price 2 | Treasury Stock [Member] | Treasury Stock [Member]Exercise Price 1 | Treasury Stock [Member]Exercise Price 2 | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Exercise Price 1 | Additional Paid-in Capital [Member]Exercise Price 2 | Accumulated Deficit [Member] |
Beginning balance at May. 31, 2016 | $ 10,205,450 | $ 95 | $ 123,336 | $ 0 | $ 107,307,933 | $ (97,225,914) | ||||||||||
Beginning balance, shares at May. 31, 2016 | 95,100 | 123,335,634 | 0 | |||||||||||||
Proceeds from registered direct offering | 14,044,252 | $ 24,539 | 14,019,713 | |||||||||||||
Proceeds from registered direct offering, shares | 24,538,994 | |||||||||||||||
Proceeds from private equity offering | 729,500 | $ 0 | $ 730 | $ 0 | 728,770 | |||||||||||
Proceeds from private equity offering, shares | 0 | 729,500 | 0 | |||||||||||||
Offering costs related to equity offering | (1,804,249) | $ 0 | $ 0 | $ 0 | (1,804,249) | |||||||||||
Stock-based compensation | 1,204,791 | 0 | 0 | 0 | 1,204,791 | |||||||||||
Legal fees in connection with registered offerings | (280,883) | 0 | 0 | 0 | (280,883) | |||||||||||
Debt discount related to convertible notes payable | 91,389 | 0 | 0 | 0 | 91,389 | |||||||||||
Conversion of Series B Convertible Preferred | $ (3) | $ 3 | $ 0 | |||||||||||||
Conversion of Series B Convertible Preferred, shares | (3,000) | 40,602 | 0 | |||||||||||||
Interest expense related to warrant extension | 72,434 | $ 0 | $ 36 | $ 0 | 72,398 | |||||||||||
Proceeds from warrant exercise | $ 365,383 | $ 32,500 | $ 0 | $ 0 | $ 730 | $ 44 | $ 0 | $ 0 | $ 364,653 | $ 32,456 | ||||||
Proceeds from warrant exercise, shares | 0 | 0 | 730,765 | 43,332 | 0 | 0 | ||||||||||
Cashless exercise of warrants | $ 0 | $ 50 | $ 0 | (50) | ||||||||||||
Cashless exercise of warrants, shares | 0 | 49,417 | 0 | |||||||||||||
Net loss | (25,763,801) | (25,763,801) | ||||||||||||||
Ending balance at May. 31, 2017 | (1,103,234) | $ 92 | $ 149,468 | $ 0 | 121,736,921 | (122,989,715) | ||||||||||
Ending balance, shares at May. 31, 2017 | 92,100 | 149,468,244 | 0 | |||||||||||||
Proceeds from registered direct offering | 13,611,419 | $ 0 | $ 25,494 | $ 0 | 13,585,925 | |||||||||||
Proceeds from registered direct offering, shares | 0 | 25,493,853 | 0 | |||||||||||||
Offering costs related to registered direct offering, value | (85,381) | $ 0 | $ 0 | $ 0 | (857,149) | |||||||||||
Offering costs related to registered direct offering, shares | 0 | 0 | 0 | |||||||||||||
Proceeds from private equity offering | 17,643,451 | $ 0 | $ 35,286 | $ 0 | 17,608,165 | |||||||||||
Proceeds from private equity offering, shares | 0 | 35,286,904 | 0 | |||||||||||||
Offering costs related to private equity offering | (1,717,597) | $ 0 | $ 0 | $ 0 | (1,717,597) | |||||||||||
Legal fees in connection with equity offerings | (533,436) | 0 | 0 | 0 | (533,436) | |||||||||||
Offering costs related to warrant tender offer | (85,381) | 0 | 0 | 0 | (85,381) | |||||||||||
Stock-based compensation | 1,290,777 | 0 | 0 | 0 | 1,290,777 | |||||||||||
Stock issued for board compensation | 260,190 | 0 | 0 | 0 | 260,190 | |||||||||||
Stock issued for bonuses and tendered for income tax, value | 104,546 | $ 0 | $ 311 | $ (159) | 104,394 | |||||||||||
Stock issued for bonuses and tendered for income tax, shares | 0 | 310,526 | 159,011 | |||||||||||||
Debt discount related to convertible notes payable | 1,645,011 | $ 0 | $ 0 | $ 0 | 1,645,011 | |||||||||||
Interest expense related to warrant extension | 826,252 | 0 | 0 | 0 | 826,252 | |||||||||||
Interest expense related to warrant tender offer | 393,685 | 0 | 0 | 0 | 393,685 | |||||||||||
Interest expense related to conversion of notes payable | 2,352,045 | 0 | 0 | 0 | 2,352,045 | |||||||||||
Proceeds from warrant exercise | 3,161,131 | $ 0 | $ 6,322 | $ 0 | 3,154,809 | |||||||||||
Proceeds from warrant exercise, shares | 0 | 6,322,263 | 0 | |||||||||||||
Net loss | (50,149,681) | (50,149,681) | ||||||||||||||
Ending balance at May. 31, 2018 | (13,157,971) | $ 92 | $ 216,881 | $ (159) | 159,764,611 | (173,139,396) | ||||||||||
Ending balance, shares at May. 31, 2018 | 92,100 | 216,881,790 | 159,011 | |||||||||||||
Acquisition | 11,558,000 | $ 0 | $ 18,658 | $ 0 | 11,539,342 | |||||||||||
Acquisition, share | 0 | 18,658,000 | 0 | |||||||||||||
Issuance of stock payment shares | 0 | $ 8,342 | (8,342) | |||||||||||||
Issuance of stock payment shares, shares | 8,342,000 | |||||||||||||||
Issuance of stock for note payable redemption | 1,455,000 | $ 3,757 | 1,451,243 | |||||||||||||
Issuance of stock for note payable redemption ,shares | 3,756,406 | |||||||||||||||
Proceeds from registered direct offering | 11,814,739 | $ 23,629 | 11,791,110 | |||||||||||||
Proceeds from registered direct offering, shares | 23,629,480 | |||||||||||||||
Offering costs related to registered direct offering, value | (1,129,516) | $ 0 | $ 0 | $ 0 | (1,129,516) | |||||||||||
Offering costs related to registered direct offering, shares | 0 | 0 | 0 | |||||||||||||
Proceeds from private equity offering | 23,487,584 | $ 46,976 | 23,440,608 | |||||||||||||
Proceeds from private equity offering, shares | 46,975,170 | |||||||||||||||
Offering costs related to private equity offering | (2,697,149) | $ 0 | $ 0 | $ 0 | (2,697,149) | |||||||||||
Offering costs related to debt offering | 260,636 | 0 | 0 | 0 | 260,636 | |||||||||||
Debt discount and issuance costs related to offering | 3,059,159 | 0 | 0 | 0 | 3,059,159 | |||||||||||
Beneficial conversion feature on note payable and relative fair value associated with warrants | 3,534,992 | 0 | 0 | 0 | 3,534,992 | |||||||||||
Proceeds from private warrant exchange | 2,966,512 | $ 0 | $ 11,312 | $ 0 | 2,955,200 | |||||||||||
Proceeds from private warrant exchange, shares | 0 | 11,311,917 | 0 | |||||||||||||
Offering costs related to private warrant exchange | (266,986) | $ 0 | $ 0 | $ 0 | (266,986) | |||||||||||
Inducement interest expense on private warrant exchange | 195,927 | 0 | 0 | 0 | 195,927 | |||||||||||
Proceeds from Series C Convertible Preferred offering | 3,083,700 | $ 3 | $ 0 | $ 0 | 3,083,697 | |||||||||||
Proceeds from Series C Convertible Preferred offering, shares | 3,246 | 0 | 0 | |||||||||||||
Dividends on Series C Convertible Preferred shares | (37,351) | $ 0 | $ 0 | $ 0 | (37,351) | |||||||||||
Legal fees in connection with equity offerings | (242,771) | 0 | 0 | 0 | (242,771) | |||||||||||
Stock-based compensation | $ 3,388,095 | 0 | 0 | 0 | 3,388,095 | |||||||||||
Conversion of Series B Convertible Preferred, shares | 3,756,406 | |||||||||||||||
Net loss | $ (56,186,660) | (56,186,660) | ||||||||||||||
Ending balance at May. 31, 2019 | $ (8,914,060) | $ 95 | $ 329,555 | $ (159) | $ 220,119,856 | $ (229,363,407) | ||||||||||
Ending balance, shares at May. 31, 2019 | 95,346 | 329,554,763 | 159,011 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' (Deficit) Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Proceeds from private equity offering, per share | $ 0.50 | $ 0.50 | $ 1 |
Proceeds from registered direct offering, per share | 0.50 | 0.50 | 0.75 |
Exercise Price 1 [Member] | |||
Warrants Granted Per Share | 0.50 | ||
Exercise Price 2 [Member] | |||
Warrants Granted Per Share | 0.75 | ||
Common Stock [Member] | |||
Warrants Granted Per Share | 0.50 | ||
Proceeds from private equity offering, per share | 0.50 | 0.50 | 1 |
Proceeds from registered direct offering, per share | 0.50 | 0.50 | 0.75 |
Additional Paid-in Capital [Member] | |||
Proceeds from private equity offering, per share | 0.50 | 0.50 | 1 |
Proceeds from registered direct offering, per share | $ 0.50 | $ 0.50 | 0.75 |
Series B Preferred Stock [Member] | |||
Proceeds from private equity offering, per share | $ 0.50 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (56,186,660) | $ (50,149,681) | $ (25,763,801) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization and depreciation | 1,245,167 | 356,128 | 366,385 |
Amortization of debt issuance costs | 459,085 | 435,609 | 0 |
Amortization of discount on convertible notes | 1,707,068 | 1,666,017 | 0 |
Loss on extinguishment of convertible notes | 1,519,603 | 0 | 0 |
Deferred income tax benefit | (2,826,919) | 0 | 0 |
Inducement interest expense | 195,927 | 0 | 72,437 |
Interest expense associated with warrant extension | 0 | 826,252 | 72,437 |
Interest expense association with warrant tender offer | 195,927 | 393,685 | 0 |
Interest expense associated with conversion of notes | 0 | 2,352,045 | 0 |
Interest expense associated with derivative liability | 0 | 0 | 540,330 |
Interest expense associated with accretion of convertible notes payable | 512,594 | 0 | 0 |
Change in fair value of derivative liability | (1,666,469) | (1,690,935) | (2,164,533) |
Stock-based compensation | 3,388,095 | 1,290,777 | 1,204,791 |
Changes in current assets and liabilities: | |||
Decrease (increase) in miscellaneous receivables | (90,824) | 0 | 0 |
Decrease (increase) in prepaid expenses | (464,201) | 2,256,173 | (2,492,789) |
Increase (decrease) in accounts payable and accrued expenses | 1,741,370 | 12,365,959 | 1,504,712 |
Net cash used in operating activities | (50,466,164) | (29,897,971) | (26,732,468) |
Cash flows from investing activities: | |||
Furniture and equipment purchases | (25,731) | 0 | (11,114) |
Intangibles | (19,553) | 0 | 0 |
Net cash used in investing activities | (45,284) | 0 | (11,114) |
Cash flows from financing activities: | |||
Proceeds from sale of common stock and warrants | 38,268,839 | 25,224,212 | 19,133,755 |
Proceeds from sale of preferred stock | 3,083,700 | 0 | 0 |
Proceeds from warrant exercises | 0 | 3,161,131 | 397,883 |
Proceeds from convertible notes payable | 15,460,000 | 4,888,500 | 1,150,000 |
Payment of offering costs | (4,336,426) | (3,558,789) | (1,804,249) |
Payment of debt issuance costs | (583,200) | 0 | 0 |
Payment of payroll taxes related to tender of common stock for income tax withholding | 0 | (102,064) | 0 |
Repayment of principal and interest on convertible note | 0 | (259,157) | 0 |
Proceeds from warrant tender offer in process—held in trust | 853,599 | 0 | 0 |
Net cash provided by financing activities | 52,746,512 | 29,353,833 | 18,877,389 |
Net change in cash | 2,235,064 | (544,138) | (7,866,193) |
Cash, beginning of period | 1,231,445 | 1,775,583 | 9,641,776 |
Cash, end of period | 3,466,509 | 1,231,445 | 1,775,583 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 0 | 9,157 | 0 |
Non-cash investing and financing transactions: | |||
Accrued interest converted into note payable | 225,245 | 0 | 0 |
Accrued dividends on Series C Convertible Preferred stock | 37,351 | 0 | 0 |
Derivative liability associated with convertible notes payable | 2,750,006 | 0 | 0 |
Beneficial conversion feature and fair value of warrant issued with note payable | 3,534,992 | 0 | 0 |
Debt discount associated with convertible notes payable | 3,059,159 | 1,574,628 | 91,389 |
Financing costs associated with investor warrants | 0 | 0 | 819,200 |
Common stock issued in connection with an employment agreement | 8,342 | 0 | 0 |
Common stock issued for accrued bonus compensation | 0 | 214,263 | 0 |
Common stock issued for board compensation | 0 | 260,190 | 0 |
Common stock issued for conversion redemption | 1,455,000 | 0 | 0 |
Common stock issued upon conversion of convertible debt | 0 | 5,788,500 | 0 |
Common stock issued for accrued interest payable | 0 | 242,158 | 0 |
Financing costs associated with placement agent warrants | 260,636 | 70,383 | 0 |
Derivative liability associated with warrants | 0 | 0 | 5,179,200 |
ProstaGene, LLC | |||
Non-cash investing and financing transactions: | |||
Common stock issued for acquisition of ProstaGene LLC | $ 11,558,000 | $ 0 | $ 0 |
Organization
Organization | 12 Months Ended |
May 31, 2019 | |
Organization | Note 1 – Organization CytoDyn Inc. (the “Company”) was originally incorporated under the laws of Colorado on May 2, 2002 under the name RexRay Corporation (its previous name) and, effective August 27, 2015, reincorporated under the laws of Delaware. The Company is a clinical-stage biotechnology company developing innovative treatments for multiple therapeutic indications based on leronlimab, a novel humanized monoclonal antibody targeting the CCR5 receptor. CCR5 appears to play a key role in the ability of Human Immunodeficiency Virus (“HIV”) to enter and infect healthy T-cells. The CCR5 receptor also appears to be implicated in human metastasis and in immune-mediated illnesses such as graft-vs-host disease (“GvHD”) and Non-Alcoholic Steatohepatitis (“NASH”). The Company’s lead product candidate, leronlimab, belongs to a class of HIV therapies known as entry inhibitors. These therapies block HIV from entering into and infecting certain cells. The Company has developed a class of therapeutic monoclonal antibodies to address unmet medical needs in the areas of HIV and GvHD. In addition, we are expanding the clinical focus with leronlimab to include the evaluation in certain cancer and immunological indications where CCR antagonism has shown initial promise. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2019 | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of CytoDyn Inc. and its wholly owned subsidiaries, CytoDyn Operations Inc., Advanced Genetic Technologies, Inc. (“AGTI”) and CytoDyn Veterinary Medicine LLC (“CVM”), of which both AGTI and CVM are dormant entities. All intercompany transactions and balances are eliminated in consolidation. Reclassifications Certain prior year amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the 2019 presentation. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total stockholders’ (deficit) equity, net loss or earnings per shares. Going Concern The consolidated accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of $ 56,186,660 50,149,681 25,763,801 The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of its product candidate, obtain U.S. Food and Drug Administration (the “FDA”) approval, outsource manufacturing of the product candidate, and ultimately achieve initial revenues and attain profitability. The Company is currently engaging in significant research and development activities related to its product candidate, and expects to incur significant research and development expenses in the future primarily related to its clinical trials. These research and development activities are subject to significant risks and uncertainties. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity and debt securities, combined with additional funding from other traditional sources. There can be no assurance, however, that the Company will be successful in these endeavors. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash is maintained at federally insured financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced, nor does it expect to experience any losses related to these balances. Balances in excess of federally insured limits at May 31, 2019 and May 31, 2018 approximated $3.3 million and $1.1 $0.9 Identified Intangible Assets The Company follows the provisions of FASB ASC Topic 350 Intangibles-Goodwill and Other, which establishes accounting standards for the impairment of long-lived assets such as intangible assets subject to amortization. The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying value, the asset is considered impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. There were no impairment charges for the years ended May 31, 2019, May 31, 2018, and May 31, 2017. The value of the Company’s patents would be significantly impaired by any adverse developments as they relate to the clinical trials pursuant to the patents acquired as discussed in Notes 7 and 9. Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development collaboration arrangements or other contractual agreements, the milestone payment obligations are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable. Pre-launch The Company may scale-up scale-up pre-launch scale-up pre-launch pre-launch Fair Value of Financial Instruments At May 31, 2019 and May 31, 2018, the carrying value of the Company’s cash, accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of the instruments. The Company carries derivative financial instruments at fair value as required by U.S. GAAP. Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables (e.g., interest rate, security price, variable conversion rate or other variables), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. The Company follows the provisions of ASC 815, Derivatives and Hedging as their instruments are recorded as a derivative liability, at fair value, and ASC 480, Distinguishing Liabilities from Equity as it relates to warrant liability, with changes in fair value reflected in income. Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding non-binding Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of May 31, 2019 and May 31, 2018 is as follows: Fair Value Measurement at Fair Value Measurement at May 31, 2019 (1) May 31, 2018 (1) Using Using Level 3 Total Level 3 Total Liabilities: Derivative liability - warrants $ 2,005,137 $ 2,005,137 $ — $ — Derivative liability - convertible note redemption provision 402,132 402,132 1,323,732 1,323,732 Total liability $ 2,407,269 $ 2,407,269 $ 1,323,732 $ 1,323,732 (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of May 31, 2019 and May 31, 2018. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurements. These instruments are not quoted on an active market. The Company uses a Binomial Lattice Model to estimate the value of the warrant derivative liability and a Monte Carlo Simulation to value the derivative liability of the redemption provision within a convertible promissory note. These valuation models were used because management believes they reflect all the assumptions that market participants would likely consider in negotiating the transfer of the instruments. The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from inception to May 31, 2019: Investor warrants issued with registered direct equity offering $ 4,360,000 Placement agent warrants issued with registered direct equity offering 819,200 Fair value adjustments (3,855,468 ) Balance at May 31, 2018 1,323,732 Inception date value of redemption provisions 2,750,006 Fair value adjustments - convertible notes (744,869 ) Fair value adjustments - warrants (921,600 ) Balance at May 31, 2019 $ 2,407,269 Stock-Based Compensation U.S. GAAP requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period) or when designated milestones have been achieved. The Company accounts for stock-based awards established by the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions including stock price volatility, expected term and risk-free interest rates, as of the grant date. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the stock-based award. The expected volatility is based on the historical volatility of the Company’s common stock on monthly intervals. The computation of the expected option term is based on the “simplified method,” as the Company issuances are considered “plain vanilla” options. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period or when designated milestones have been achieved. The Company estimates forfeitures at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at 0% for all periods presented. Common Stock On June 7, 2018, at a special meeting of the Company’s stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 375,000,000 to 450,000,000. On November 8, 2018, at the 2018 Annual Meeting of Stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 450,000,000 to 600,000,000. Subsequently, on May 22, 2019, at a special meeting of stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 600,000,000 to 700,000,000. Preferred Stock The Company’s Board of Directors is authorized to issue up to 5,000,000 400,000 5,000 92,100 shares and 3,246 Treasury Stock Treasury stock purchases are accounted for under the par value method, whereby the cost of the acquired stock is recorded at par value. As of the year ended May 31, 2019, the Company has purchased a total of 159,011 shares of $0.001 par value treasury stock. Debt Discount During the years ended May 31, 2019, May 31, 2018 and May 31, 2017, the Company incurred approximately $4.2 million, $1.5 million, and $92,000, respectively, of debt discount related to the issuance of short-term convertible promissory notes issued with detachable warrants, as described in Note 4. The discount was amortized over the life of the convertible promissory notes and the Company recognized approximately $1.7 million, $1.6 million, and $-0-, Debt Issuance Costs During the years ended May 31, 2019 and May 31, 2018, the Company incurred direct costs associated with the issuance of short-term convertible promissory notes, as described in Note 4, and recorded approximately $1.0 million and $0.4 million, respectively, of debt issuance costs. The Company recognized approximately $0.5 million, $0.4 million, and -0- Offering Costs During the years ended May 31, 2019, May 31, 2018 and May 31, 2017, the Company incurred approximately $4.3 million, $3.5 million, and $ 1.8 Stock for Services The Company periodically issues warrants to consultants for various services. The Black-Scholes option pricing model, as described more fully above, is utilized to measure the fair value of the equity instruments on the date of issuance. The Company recognizes the compensation expense associated with the equity instruments over the requisite service or vesting period. Loss per Common Share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share would include the weighted average common shares outstanding and potentially dilutive common share equivalents. Because of the net losses for all periods presented, the basic and diluted weighted average shares outstanding are the same since including the additional shares would have an anti-dilutive effect on the loss per share. For this reason, common stock options and warrants to purchase 178,591,849 95,346 7,413,000 Income Taxes Deferred taxes are provided on the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of FASB ASC 740-10 740-10”). 740-10. In accordance with Section 15 of the Internal Revenue Code, we utilized a federal statutory rate of 21% for our fiscal 2019 tax year. The net tax expense for the year ended May 31, 2019, is a benefit of $2.8 million. The Company has a full valuation allowance as of May 31, 2019, as management does not consider it more than likely than not that the benefits from the deferred taxes will be realized. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
May 31, 2019 | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the Financial Accounting Standards Board (“FASB”) (including its EITF), the American Institute of Certified Public Accountants and the U.S. Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material effect on the Company’s present or future financial statements. In May 2017, the FASB issued ASU 2017-09 “Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements. In August 2018, FASB issued Accounting Standards Update (“ASU”) No. 2018-13 “Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this Update provides guidance that remove, modify and add to the disclosure requirements related to fair value measurements. The guidance removes the requirements to disclose the amount and reasons for transfers between Level 1 and Level 2 assets, the policy for timing and transfers between levels and the valuation process for Level 3 fair value measurements. The guidance modifies disclosure requirements for investments in certain entities that calculate net asset value and clarifies the purpose of the measurement uncertainty disclosure. The guidance adds requirements to disclose changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements and to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In June 2018, FASB issued ASU No. 2018-07 “Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share Based Payment Accounting”. The amendments in this Update expand the scope of stock compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance in this Update does not apply to transactions involving equity instruments granted to a lender or investor that provides financing to the issuer. The guidance is effective for fiscal years beginning after December 31, 2018 including interim periods within the fiscal year. The Company is currently assessing the impact this Update may have on its consolidated financial statements. In March 2018, FASB issued ASU No. 2018-05 “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this Update add various Securities and Exchange Commission (“SEC”) paragraphs pursuant to the issuance of SEC Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“Act”) (“SAB 118”). The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Act are incomplete by the due date of the financial statements and if possible, to provide a reasonable estimate. The Company has provided a reasonable estimate in the notes to the consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11 “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815).” In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842)” and subsequent amendments to the initial guidance: ASU No. 2017-13, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20 and ASU No. 2019-01 (collectively, Topic 842). Topic 842 amends a number of aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842): Targeted Improvements.” The guidance will become effective for us beginning in the first quarter of 2020. The modified retrospective transition approach is required. The Company does not expect the adoption to have a material impact on its consolidated financial statements. |
Convertible Instruments
Convertible Instruments | 12 Months Ended |
May 31, 2019 | |
Convertible Instruments | Note 4 – Convertible Instruments Series C Convertible Preferred Stock On March 20, 2019, the Company authorized 5,000 ”) at $1,000.00 per share for cash proceeds totaling $3,083,700 net of placement agent fees of $162,300, of which 3,246 shares remain outstanding at May 31, 2019. The Certificate of Designation provides, among other things, that holders of Series C Preferred Stock shall be entitled to receive, at the option of the holder, cumulative dividends at the rate of ten percent (10%) per share per annum of the stated value of the Series C Preferred Stock, to be paid per share of Series C Preferred Stock. Any dividends paid by the Company will first be paid to the holders of Series C Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Dividends on the Series C Preferred Stock are mandatory and cumulative and there are no sinking fund provisions applicable to the Series C Preferred Stock. The Series C Preferred Stock does not have redemption rights. The stated value per share for the Series C Preferred Stock is $1,000 (the “Stated Value”). In the event of any liquidation, dissolution or winding up of the Company, the Series C Preferred Stock will be paid, prior and in preference to any payment or distribution on any shares of common stock, currently outstanding series of preferred stock, or subsequent series of preferred stock, an amount per share equal to the Stated Value and the amount of any accrued and unpaid dividends. The holders of the Series C Preferred Stock will then receive distributions along with the holders of common stock on a pari passu basis according to the number of shares of common stock the Series C Preferred holders would be entitled if they converted their shares of Series C Preferred Stock at the time of such distribution. If, at any time while the Series C Preferred Stock is outstanding, the Company effects any reorganization, merger or sale of the Company or substantially all of its assets (each a “Fundamental Transaction”), a holder of the Series C Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuable upon conversion in full of the Series C Preferred Stock immediately prior to the Fundamental Transaction. Each share of Series C Preferred Stock is convertible at any time at the holder’s option into that number of fully paid and nonassessable shares of the Company’s common stock determined by dividing the Stated Value by the conversion price of $0.50 per share (subject to adjustment as set forth in the Certificate of Designation). No fractional shares will be issued upon the conversion of the Series C Preferred Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series C Preferred Stock has no voting rights. As of May 31, 2019, the accrued dividends were approximately $65,000 or 130,000 shares of common stock. Series B Convertible Preferred Stock During fiscal 2010, the Company issued 400,000 shares of Series B, $0.001 par value Convertible Preferred Stock (“Series B Preferred Stock”) at $5.00 per share for cash proceeds totaling $2,009,000, of which 92,100 shares remain outstanding at May 31, 2019. Each share of the Series B Preferred Stock is convertible into ten paid-in 2018 Short-term Convertible Notes During the fiscal year ended May 31, 2018, the Company issued approximately $4.89 million in aggregate principal of short-term Convertible Notes, (the “2018 Short-term Convertible Notes”) with a maturity date of January 31, 2018, and related warrants to investors for cash. The principal amount of the 2018 Short-term Convertible Notes, including any accrued but unpaid interest thereon, was convertible at the election of the holder at any time into shares of common shares at any time prior to maturity at a conversion price of $0.75 per share. The 2018 Short-term Convertible Notes bore simple interest at the annual rate of 7%. Principal and accrued interest, to the extent not previously paid or converted, is due and payable on the maturity date. At the commitment date, the Company determined that the conversion feature related to these 2018 Short-term Convertible Notes to be beneficial to the investors. As a result, the Company determined the intrinsic value of the beneficial conversion feature utilizing the fair value of the underlying common stock on the commitment dates and the effective conversion price after discounting the 2018 Short-term Convertible Notes for the fair value of the related warrants. In connection with the sale of the 2018 Short-term Convertible Notes, detachable common stock warrants to purchase a total of 4,025,656 1.00 five The Company determined the fair value of the warrants at issuance using the Black-Scholes option pricing model utilizing certain weighted average assumptions, such as expected stock price volatility, expected term of the warrants, risk-free interest rates and expected dividend yield at the grant date. 2018 Expected dividend yield 0 Stock price volatility 69.80 Expected term 5 Risk-free interest rate 1.77 1.93 Grant-date fair value $ 0.30 0.39 The fair value of the warrants, coupled with the beneficial conversion features, were recorded as a debt discount to the 2018 Short-term Convertible Notes and a corresponding increase to additional paid-in capital was amortized over the term of the 2018 Short-term Convertible Notes. The Company incurred debt discount of approximately $1.6 million related to the beneficial conversion feature and detachable warrants issued with the notes during the year ended May 31, 2018. Accordingly, the Company recognized approximately $-0- and $1.6 million of non-cash debt discount during the year ended May 31, 2019 and May 31, 2018, respectively. In connection with the 2018 Short-term Convertible Notes, the Company incurred direct issuance costs of approximately $0.4 million during the year ended May 31, 2018. The issuance costs were amortized over the term of the 2018 Short-term Convertible Notes and accordingly the Company recognized approximately $-0- and $0.4 million of debt issuance costs during the years ended May 31, 2019 and May 31, 2018, respectively. On January 31, 2018 Activity related to the 2018 Short-term Convertible Notes was as follows: 2018 Face amount of Short-Term Convertible Notes $ 6,038,500 Unamortized discount — Registered direct offering (5,788,500 ) Note repayment (250,000 ) Carrying value of Short-term Convertible Notes $ — 2019 Short-term Convertible Notes During the year ended May 31, 2019, the Company issued approximately $5.5 million of nine-month unsecured Convertible Notes (the “2019 Short-term Convertible Notes”) and related warrants to investors for cash. The principal amount of the 2019 Short-term Convertible Notes, including any accrued but unpaid interest thereon, is convertible at the election of the holder at any time into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. The 2019 Short-term Convertible Notes bear simple interest at the annual rate of 10%. Principal and accrued interest, to the extent not previously paid or converted, is due and payable on the maturity date. At the commitment dates, the Company determined that the conversion feature related to these 2019 Short-term Convertible Notes to be beneficial to the investors. As a result, the Company determined the intrinsic value of the beneficial conversion feature utilizing the fair value of the underlying common stock on the commitment dates and the effective conversion price after discounting the 2019 Short-term Convertible Notes for the fair value of the related warrants. In connection with the sale of the 2019 short-term Notes, detachable common stock warrants to purchase a total of 5,460,000 common shares, with an exercise price of $0.30 per share and a five-year term were issued to the investors. The Company determined the fair value of the warrants at issuance using the Black-Scholes option pricing model utilizing certain weighted average assumptions, such as expected stock price volatility, expected term of the warrants, risk-free interest rates and expected dividend yield at the grant date. 2018 - 2019 Expected dividend yield 0% Stock price volatility 55.8 55.88 Expected term 5 year Risk-free interest rate 2.48 2.56 Grant-date fair value $ 0.30 0.38 The fair value of the warrants, coupled with the beneficial conversion features, were recorded as a debt discount to the 2019 Short-term Convertible Notes and a corresponding increase to additional paid-in May 31, 2019 May 31, 2018 Face value of Short-term convertible Notes $ 5,460,000 $ — Unamortized discount (1,469,625 ) — Unamortized issuance costs (404,340 ) — Carrying value of Short-term Convertible Notes $ 3,586,035 $ — The Company recognized approximately $ 213,000 $- 0 Long-term Convertible Notes - June 2018 Note On June 26, 2018, the Company entered into a securities purchase agreement, pursuant to which the Company issued a convertible promissory note (the “June 2018 Note”) with a two Effective November 15, 2018, the June 2018 Note was amended to allow the Investor to redeem the monthly redemption amount of $350,000 in cash or stock, at the lesser of (i) $0.55, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. The variable rate redemption provision meets the definition of a derivative instrument and subsequent to the amendment, it no longer meets the criteria to be considered indexed to the Company’s own stock. As of November 15, 2018, the redemption provision requires bifurcation as a derivative liability at fair value under the guidance in ASC Topic No. 815, “Derivatives and Hedging.” The amendment of the June 2018 Note was also evaluated under ASC Topic 470-50-40, write-off During the twelve months ended May 31, 2019 and May 31, 2018, the Company recognized approximately $386,000 and $- 0 Long-term Convertible Notes - January 2019 Note On January 30, 2019, the Company entered into a securities purchase agreement, pursuant to which the Company issued a convertible promissory note (the “January 2019 Note”) with a two-year 0.6 The Investor may redeem any portion of the January 2019 Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $350,000. The monthly redemption amount may be paid in cash or stock, at the Company’s election, at the lesser of (i) $0.50, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. The redemption provision meets the definition of a derivative instrument and does not meet the criteria to be considered indexed to the Company’s own stock. Therefore, the redemption provision requires bifurcation as a derivative liability at fair value under the guidance in ASC Topic No. 815 (“ASC 815”). The securities purchase agreement requires the Company to reserve 20,000,000 shares for future conversions or redemptions. In conjunction with the January 2019 Note, the investor received a warrant to purchase 5,000,000 shares of common stock with an exercise price of $0.30 which is exercisable until the 5-year January 30, 2019 Fair value of redemption provision $ 1,465,008 Relative fair value of equity classified warrants 858,353 Beneficial conversion feature 2,676,639 $ 5,000,000 Under the guidance of ASC 815, after allocation of proceeds to the redemption provision, relative fair value of equity classified warrants and the beneficial conversion feature, there were no proceeds remaining to allocate to convertible note payable. Therefore, principal, accrued interest, debt discount and offering costs will be recognized as interest expense, which represents the accretion of the convertible note payable and related debt discount and issuance costs. During the years ended May 31, 2019 and May 31, 2018, the Company recognized approximately $126,000 and $-0-, Activity related to the June 2018 Note and the January 2019 Note is as follows: Short Term Long Term Total June 2018 Note $ 2,100,000 $ 3,600,000 $ 5,700,000 Monthly redemption provision 2,100,000 (2,100,000 ) — Note amendment, net — 111,410 111,410 Redemptions — (1,455,000 ) (1,455,000 ) Interest accretion - June 2018 and January 2019 Notes — 298,158 298,158 Carrying value of Notes at May 31, 2019 $ 4,200,000 $ 454,568 $ 4,654,568 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
May 31, 2019 | |
Derivative Liability | Note 5—Derivative Liabilities The investor and placement agent warrants, issued in connection with a registered direct offering in September 2016, contained a provision for net cash settlement in the event that there is a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange, whereby such other Person or group acquires more than 50% of the outstanding common stock). If a fundamental transaction occurs in which the consideration issued consists principally of cash or stock in a successor entity, then the warrantholder has the option to receive cash equal to the fair value of the remaining unexercised portion of the warrant. Due to this contingent cash settlement provision, the investor and placement agent warrants require liability classification as derivatives in accordance with ASC 480 and ASC 815 and are recorded at fair value. The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016, May 31, 2018 and May 31, 2019: Shares Indexed Derivative Liability Inception to date September 15, 2016 7,333,334 $ 5,179,200 Balance May 31, 2018 7,733,334 1,323,732 Balance May 31, 2019 7,733,334 $ 402,132 Changes in the fair value of the derivative liability are reported as “Change in fair value of derivative liability” in the Consolidated Statements of Operations. During the years ended May 31, 2019, May 31, 2018, and May 31, 2017, the Company recognized a net, non-cash gain of approximately $0.9 million, $1.7 million and $ 2.2 The Company estimated the fair value of the warrant derivative liability as of inception, May 31, 2018 and May 31, 2019, using the following assumptions: September 15, May 31, May 31, 2016 2018 2019 Fair value of underlying stock $ 0.78 $ 0.49 $ 0.39 Risk free rate 1.20 % 2.63 % 1.94 % Expected term (years) 5 3.3 2.29 Stock price volatility 106 % 64 % 61 % Expected dividend yield — — — Probability of Fundamental Transaction 50 % 50 % 50 % Probability of holder requesting cash payment 50 % 50 % 50 % Due to the fundamental transaction provisions, which could provide for early redemption of the warrants, the model also considered subjective assumptions related to the fundamental transaction provision. The fair value of the warrants will be significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest and managements assumptions related to the fundamental transaction provision. As described in Note 4 above, the redemption provision embedded in the June 2018 and January 2019 Notes required bifurcation and measurement at fair value as a derivative. The fair value of the Note redemption provision derivative liabilities was calculated using a Monte Carlo Simulation which uses randomly generated stock-price paths obtained through a Geometric Brownian Motion stock price simulation. The fair value of the redemption provision will be significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the redemption factor. The Company estimated the fair value of the redemptive provision using the following assumptions on the closing date of November 15, 2018, January 30, 2019 and May 31, 2019: November 15, January 30, May 31, 2019 June Note January Note Fair value of underlying stock $ 0.57 $ 0.49 $ 0.39 $ 0.39 Risk free rate 2.78 % 2.52 % 2.21 % 1.95 % Expected term (in years) 1.61 2 1.07 1.67 Stock price volatility 58.8 % 61 % 62.2 % 62.2 % Expected dividend yield — — — — Discount factor 85 % 85 % 85 % 85 % The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018, January 30, 2019 and May 31, 2019: Derivative Liability Net Proceeds Inception Date May 31, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000,000 $ 1,284,988 $ 847,103 Inception date January 2019 Note, January 30, 2019 5,000,000 1,465,008 1,158,034 $ 2,005,137 The Company recognized approximately $745,000 of non-cash gain, due to the changes in the fair value of the liability associated with such classified redemption provision between the inception date and May 31, 2019. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
May 31, 2019 | |
Stock Options and Warrants | Note 6 – Stock Options and Warrants The Company has one active stock-based equity plan at May 31, 2019, the CytoDyn Inc. 2012 Equity Incentive Plan (the “2012 Plan”) and one stock-based equity plan that is no longer active, but under which certain prior awards remain outstanding, the CytoDyn Inc. 2004 Stock Incentive Plan (the “2004 Plan” and, together with the 2012 Plan, the “Incentive Plans”). The 2012 Plan was approved by stockholders at the Company’s 2012 annual meeting to replace the 2004 Plan. The 2012 Plan was amended by stockholder approval in February 2015 to increase the number of shares available for issuance from 3,000,000 to 5,000,000 shares of common stock and in March 2016 to increase the number of shares available for issuance from 5,000,000 to 7,000,000 shares of common stock. At the annual meeting of stockholders held on August 24, 2017, the stockholders approved an amendment to the 2012 Plan to increase the number of shares available for issuance from 7,000,000 to 15,000,000 shares of common stock. At a special meeting of stockholders held on May 22, 2019, the stockholders approved an amendment to the 2012 Plan to increase the number of shares available for issuance from 15,000,000 to 25,000,000 shares of common stock. As of May 31, 2019, the Company had 10,374,144 shares available for future stock-based grants under the 2012 Plan, as amended. Stock Options During the year ended May 31, 2019, the Company granted annual stock option awards to directors to purchase a total of 1,219,726 shares of common stock with an exercise prices ranging between $0.49 and $0.57 per share. These option awards vest quarterly over one year and have a ten-year During the year ended May 31, 2019, the Company granted, to executive management and employees, stock options covering an aggregate of 3,715,000 shares of common stock, with exercise prices ranging between $0.48 and $0.57 per share. The option awards vest annually over three years, except for one award covering 950,000 ten-year On January 4, 2019, in connection with the resignation of a director, the Company’s Board of Directors approved the acceleration of all outstanding unvested stock options held by the director, to vest immediately upon the effectiveness of his resignation and to retain the stock options’ exercise period through their respective expiration date. Stock options covering 1,145,834 shares of common stock were subject to acceleration. The other terms of the accelerated stock options remained otherwise unchanged. In addition, the expiration terms of certain other previously awarded stock options covering an aggregate of 150,000 shares common stock were extended from five years to 10 years. The other terms of the extended stock options remained otherwise unchanged. Warrants On June 15, 2018, in connection with a registered direct equity offering, as fully described in Note 11, the Company issued warrants covering 1,970,000 shares of common stock to investors. The investor warrants have a five-year term and an exercise price of $0.75 per share. In connection with the registered direct offering, the Company also issued warrants covering 133,600 shares of common stock to the placement agent. The placement agent warrants have a five-year term and an exercise price of $0.55 per share. During the year ended May 31, 2019, in connection with a private equity offering, as fully described in Note 10, the Company issued warrants covering a total of 23,487,585 shares of common stock to investors. The investor warrants have a five-year term and an exercise price of $0.75 per share. In connection with this offering, the Company also issued warrants covering 4,446,917 shares of common stock to the placement agent. The placement agent warrants have a five-year term, an exercise price of $0.50 per share and a cashless exercise provision. During the year ended May 31, 2019 the Company issued compensable warrants covering an aggregate of 300,000 shares of common stock to consultants. The warrants have a five-year term, an exercise price of $0.56 per share and a grant date fair value of $0.30 per share. In addition the Company issued a warrant covering 500,000 shares of common stock to a director. The warrant has a ten-year During the year ended May 31, 2019 in connection with the offering of 2019 Short-term Convertible Notes, as fully described in Note 4, the Company issued warrants covering a total of 5,460,000 shares of common stock to investors. The investor warrants have a five-year term and an exercise price of $0.30 per share. In connection with this offering, the Company also issued warrants covering 972,000 shares of common stock to the placement agent. The placement agent warrants have a five-year term, an exercise price of $0.50 per share and a cashless exercise provision. On January 31, February 7 and February 13, 2019, in connection with a registered direct equity offering, the Company issued warrants covering a total of 5,364,240 shares of common stock to investors. The investor warrants have a five five During the year ended May 31, 2019, in connection with a Secured Convertible Promissory Note, the Company issued warrants covering a total of 5,000,000 shares of common stock to an investor. The investor warrants have a five-year term and an exercise price of $0.30 per share. During the year ended May 31, 2019, in connection with the issuance of Series C Convertible Preferred Stock, the Company issued warrants covering a total of 3,895,000 shares of common stock to investors. The investor warrants have a five-year term and an exercise price of $0.50 per share. In connection with this offering, the Company issued warrants to two lead investors covering an aggregate of 1,000,000 shares of common stock. The lead investor warrants have a five-year term, and an exercise price of $0.50 per share. On April 5, 2019 and April 15, 2019, in connection with a registered direct equity offering, as fully described in Note 11, the Company issued warrants covering 5,465,500 shares of common stock to investors. The investor warrants have a five-year term and an exercise price of $0.50 per share. In connection with the registered direct offering, the Company also issued warrants covering 938,790 shares of common stock to the placement agent. The placement agent warrants have a five-year term and an exercise price of $0.50 per share. Compensation expense related to stock options and warrants for the fiscal years ended May 31, $3.4 million, $1.3 The grant date fair value of options and warrants vested during the fiscal years ended May 31, $2.1 million, $1.4 As of May 31, 2019, there was approximately $4.3 million of unrecognized compensation expense related to share-based payments for unvested options, with is expected to be recognized over a weighted-average period of approximately 2.41 years. The following table represents stock option and warrant activity for the year ended May , : Weighted Average Weighted Remaining Number of Average Contractual Life Aggregate Shares Exercise Price in Years Intrinsic Value Options and warrants outstanding - May 31, 2018 132,385,269 $ 0.80 3.78 $ 3,673 Granted 64,834,121 $ 0.57 — — Exercised (7,541,279 ) $ 0.40 — — Forfeited/expired/cancelled (11,086,262 ) $ 0.81 — — Options and warrants outstanding - May 31, 2019 178,591,849 0.71 3.75 896,400 Outstanding exercisable - May 31, 2019 175,116,515 $ 0.71 3.66 $ 896,400 |
Acquisition of Patents and Inta
Acquisition of Patents and Intangibles | 12 Months Ended |
May 31, 2019 | |
Acquisition of Patents | Note 7 – Acquisition of patents and intangibles As discussed in Note 9 below, the Company consummated an asset purchase on October 16, 2012, and paid $3,500,000 for certain assets, including intellectual property, certain related licenses and sublicenses, FDA filings and various forms of the PRO 140 drug substance. $3,500,000 of intangible assets in the form of patents. The Company estimates the acquired patents have an estimated life of ten years. Subsequent to the acquisition date, the Company has continued to expand, amend and file new patents central to its current clinical trial strategies, which, in turn, have extended the protection period for certain methods of using PRO 140 and formulations comprising PRO 140 out through at least 2031 and 2038, respectively, in various countries. On November 16, 2018, the Company completed the acquisition of substantially all of the assets of ProstaGene, LLC (“ProstaGene”), a biotechnology start-up A summary of the net purchase price and allocation to the acquired assets is as follows: Prostagene LLC CytoDyn Inc. Equity $ 11,558,000 Acquisition Expenses 741,297 Release of Deferred Tax Asset 2,826,919 Total Cost of Acquisition $ 15,126,216 Intangible Assets $ 15,126,216 Other — Allocation of Acquisition Costs $ 15,126,216 Assets acquired from ProstaGene include (1) patents issued in the United States and Australia related to “Prostate Cancer Cell Lines, Gene Signatures and Uses Thereof” and “Use of Modulators of CCR5 in the Treatment of Cancer and Cancer Metastasis,” (2) an algorithm used to identify a 14-gene signature to predict the likelihood and severity of cancer diagnoses, and (3) a noncompetition agreement in connection with an employment agreement with Dr. Pestell as Chief Medical Officer of the Company. The fair value of the assets acquired approximates the consideration paid. The Company did not assume any liabilities. The fair value of the technology acquired is identified using the Income Approach. The fair value of the patents acquired is identified using the Cost to Reproduce Method. The fair value of noncompetition agreement acquired is identified using the Residual Value Method. Goodwill is not recorded as the transaction represents an asset acquisition in accordance with ASU 2017-01. Acquisition costs for asset acquisitions are capitalized and included in the total cost of the transaction. In addition, pursuant to ASC 805, the net tax effect of the deferred tax liability arising from the book to tax basis differences is recorded as a cost of the acquisition As of May 31, 2019, the Company has recorded and is amortizing $4,600,000 of intangible assets in the form of patents attributable to the PRO 140 acquisition and the ProstaGene transaction. The Company estimates the acquired patents have an estimated life of ten years. Subsequent to the acquisition dates, the Company has continued to expand, amend and file new patents central to its current clinical trial strategies, which, in turn, have extended the protection period for certain methods of using PRO 140 and formulations comprising PRO 140 out through at least 2031 and 2038, respectively, in various countries. The following presents intangible assets activity, inclusive of patents: May 31, 2019 May 31, 2018 Gross carrying amounts $ 3,500,000 $ 3,500,000 Intangible asset acquisition: Prostagene, LLC 15,126,216 — Website development costs 19,553 Accumulated amortization (3,170,315 ) (1,968,846 ) Total amortizable intangible assets, net 15,475,454 1,531,154 Patents currently not amortized — 35,989 Carrying value of intangibles, net $ 15,475,454 $ 1,567,143 Amortization expense related to all intangible assets was approximately $1,237,000 for the fiscal year ended May 31, 2019 and approximately $ 350,000 2 1.7 1.4 |
License Agreements
License Agreements | 12 Months Ended |
May 31, 2019 | |
License Agreements | Note 8 – License Agreements The Company has a license agreement with a third-party licensor covering the licensor’s “system know-how” |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 31, 2019 | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Under the Progenics Purchase Agreement, the Company acquired rights to the HIV viral-entry inhibitor drug candidate PRO 140, a humanized anti-CCR5 monoclonal antibody, as well as certain other related assets, including the existing inventory of bulk PRO 140 drug product, intellectual property, certain related licenses and sublicenses, and FDA regulatory filings. In connection with purchase, the Company has one remaining milestone payment of $5.0 million, which will become due at the time of the first U.S. new drug application approval by the FDA or other non-U.S. country-by During the year ended May 31, 2016 the Company paid a milestone obligation of $1.5 million owed to Progenics as a result of the first dosing in a U.S. Phase 3 trial. To the extent that the remaining milestone payment and royalties are not timely made, under the terms of the Progenics Purchase Agreement, Progenics has certain repurchase rights relating to the assets sold to the Company thereunder. As of the date of this filing, it is management’s conclusion that the probability of achieving the subsequent future scientific research milestone is not reasonably determinable, thus the future milestone payments payable to Progenics and its sub-licensors Payments to the third-party licensor and to Progenics are in addition to payments due under a Development and License Agreement, dated April 30, 1999 (the “PDL License”), between Protein Design Labs (now AbbVie Inc.) (“PDL”) and Progenics, which was assigned to the Company in the Progenics Purchase Agreement, pursuant to which the Company has an exclusive worldwide license to develop, make, have made, import, use, sell, offer to sell or have sold products that incorporate the humanized form of the PRO 140 antibody developed by PDL under the agreement the Company has paid various milestone obligations, with two remaining milestone payments of $ 0.5 0.5 non-U.S. non-U.S. sub-licensors During the fourth quarter of fiscal 2019, the Company entered into a Master Services Agreement and Product Specific Agreement (collectively, the “Samsung Agreement”) with Samsung BioLogics Co., Ltd. (“Samsung”), pursuant to which Samsung will perform technology transfer, process validation, manufacturing and supply services for the commercial supply of leronlimab. In April 2019 the Company delivered to Samsung a purchase order for $33 million worth of process validation and technology transfer services related to the manufacture of leronlimab, with payments by the Company scheduled to be made throughout calendar 2020. Under the Samsung Agreement, the purchase order is binding and the Company is obligated to pay the full amount of the purchase order. Under the terms of the Samsung Agreement, the Company is obligated to make specified minimum purchases of leronlimab from Samsung pursuant to forecasted requirements which the Company will provide to Samsung. The first forecast will be delivered to Samsung by March 31, 2020. Thereafter, the Company must provide Samsung with a rolling quarterly forecast setting forth the total quantity of commercial grade leronlimab that the Company expects to require in the following years. The Company estimates that initial ramp-up costs to manufacture commercial grade leronlimab at scale could total approximately $60 million, with approximately $30 million payable over the course of calendar 2020, and approximately $30 million payable in the first quarter of 2021. Thereafter, the Company will pay Samsung per 15,000L batch according to the pricing terms specified in the Samsung Agreement. The Samsung Agreement has an initial term ending in December 2027 and will be automatically extended for additional two year periods unless either party gives notice of termination at least six months prior to the then current term. Either party may terminate the Samsung Agreement in the event of the other party’s insolvency or uncured material breach, and the Company may terminate the agreement in the event of a voluntary or involuntary complete market withdrawal of leronlimab from commercial markets, with one and half year’s prior notice. Neither party may assign the agreement without the consent of the other, except in the event of a sale of all or substantially all of the assets of a party to which the agreement relates. In addition to our manufacturing agreement with Samsung, the Company also previously entered into an arrangement with another third party contract manufacturer to provide process transfer, validation and manufacturing services for leronlimab. In the event that the Company terminates the agreement with this manufacturer, the Company may incur certain financial penalties which would become payable to the manufacturer. Conditioned upon the timing of termination, the financial penalties may total approximately $8.3 million. These amount and timing of the financial commitments under an agreement with our secondary contract manufacturer will depend on the timing of the anticipated approval of our BLA and the initial product demand forecast, which is critical to align the timing of capital resources in order to ensure availability of sufficient quantities of commercial product. The Company has entered into project work orders, as amended, for each of its CRO and related laboratory vendors. Under the terms of these agreements, the Company incurs execution fees for direct services costs, which are recorded as a current asset. In the event the Company were to terminate any trial, it may incur certain financial penalties which would become payable to the CRO. Conditioned upon the form of termination of any one trial, the financial penalties may range up to $0.3 million. In the remote circumstance that the Company would terminate all clinical trials, the collective financial penalties may range from an approximate low of $0.5 million to an approximate high of $1.2 million. From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position. |
Private Securities Offerings
Private Securities Offerings | 12 Months Ended |
May 31, 2019 | |
Private Securities Offerings | Note 10—Private Securities Offerings On November 30, 2017, the Company completed an offer and sale (the “Make-Whole Offering”) of an aggregate of 503,015 shares of Common Stock (the “Make-Whole Shares”) and warrants to purchase up to 251,504 shares of common stock (the “Make-Whole Warrants” and, collectively with the Make-Whole Shares, the “Make-Whole Securities”). The Make-Whole Securities issued were unregistered. The Make-Whole Securities were offered pursuant to a form of Waiver and Subscription Agreement (the “Waiver and Subscription Agreement”). The Make-Whole Securities represent the difference in the numbers of shares of Common Stock and warrants that would have been sold to investors in the September 2017 Offering had the reduced purchase price of $0.65 per share of Common Stock and related Warrants in the October 2017 Offering, registered direct offering (as compared to $0.75 in the September 2017 Offering) and the reduced warrant exercise price of $0.75 in the October 2017 Offering (as compared to $1.00 in the September 2017 Offering) applied to the September 2017 Offering as well. The Make-Whole Securities were offered as consideration for the release of potential claims by participating investors. In connection with these arrangements, the exercise prices of any warrants previously sold in the September 2017 Offering to participating investors has also been reduced to $0.75 from $1.00. In addition, warrants previously issued to the placement agent (or its designees) in respect of participating investors have also been proportionately adjusted to reflect a reduced exercise price of $0.715 (as compared to $0.825 in the September 2017 Offering) and 26,702 additional shares. In connection with the November 24, 2017 Offer to amend and exercise certain eligible warrants at a reduced exercise price of $0.50 per share of common stock, on March 23, 2018, the Company issued 2,470,585 shares of common stock to warrant holders who participated in the Offer, in exchange for their eligible warrants, in a private securities offering. During the year ended May 31, 2018, the Company conducted a private equity offering, in which accredited investors purchased unregistered common stock at $0.50 per share with warrant coverage ratio of 100%, based on the number of shares of common stock purchased. Pursuant to the offering, the Company sold a total of 35,286,904 shares of common stock for aggregate gross proceeds of $17.6 million and issued warrants covering an aggregate of 35,286,904 shares of common stock with a five five 0.55 During the year ended May 31, 2019, the Company conducted private equity offerings (the “Equity Offerings”), in which accredited investors purchased unregistered common stock at $0.50 per share with warrant coverage of 50% based on the number of shares of common stock purchased. Pursuant to the Equity Offerings, the Company sold a total of 46,975,170 shares of common stock, $0.001 par value, for aggregate gross proceeds of approximately $23.5 million and issued five On May 8, 2019, the Company entered into a private warrant exchange in which accredited investors purchased unregistered common stock at the lower of the stated exercise price on their warrant or $ 0.40 11,311,917 shares of common stock, $0.001 par value. Aggregate gross proceeds $3.0 million. $0.3 million to the placement agent. |
Registered Direct Equity Offeri
Registered Direct Equity Offerings | 12 Months Ended |
May 31, 2019 | |
Registered Direct Equity Offerings | Note 11—Registered Direct Equity Offerings On June 15, 2018, the Company entered into subscription agreements with certain investors for the sale of 1,970,000 shares of common stock at a purchase price of $0.50 per shares in a registered direct offering (the “June 2018 Offering”), pursuant to a registration statement on Form S-3. five five Between January 31, 2019 and February 13, 2019 the Company entered into subscription agreements with certain investors for the sale of 10,728,480 shares of common stock at a purchase price of $0.50 per share in a registered direct offering, pursuant to a registration statement on Form S-3. five five On April 5, 2019 and April 15, 2019, the Company entered into subscription agreements with certain investors for the sale of 10,931,000 shares of common stock at a purchase price of $0.50 per share in a registered direct offering, pursuant to a registration statement on Form S-3. five five |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
May 31, 2019 | |
Employee Benefit Plan | Note 12 – Employee Benefit Plan The Company has an employee savings plan (the “Plan”) pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), covering all of its employees. The Company makes a qualified non-elective non-elective |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2019 | |
Income Taxes | Note 13 – Income Taxes Deferred taxes are recorded for all existing temporary differences in the Company’s assets and liabilities for income tax and financial reporting purposes. Other than approximately a $2.8 million benefit from a basis difference in the acquired assets of ProstaGene, due to the valuation allowance for deferred tax assets, as noted below, there was no other net deferred tax benefit or expense for the periods ended May 31, 2019, May 31, 2018 and May 31, 2017. Reconciliation of the federal statutory income tax rate of 21% for the year ended May 31, 2019,the federal statutory blended rate of 28.6% 2019 2018 2017 Income tax provision at statutory rate: 21.0 % 28.6 % 34.0 % State income taxes net — — — Rate Change — (34.8 ) — Loss on debt extinguishment (0.5 ) — — Derivative gain/loss 0.6 1.0 2.8 Valuation allowance release from Asset Acquisition 4.8 — — Non-deductible — (0.2 ) — Non-deductible (0.3 ) (0.1 ) — Inducement charge (0.1 ) (2.0 ) (1.0 ) Other — (1.1 ) — Miscellaneous — (0.1 ) (0.1 ) Current year credits generated — 4.4 — Credit carry forward generated (released) (3.8 ) 4.1 — Valuation allowance (16.9 ) 0.3 (35.7 ) 4.8% 0% 0% Net deferred tax assets and liabilities are comprised of the following as of May 31, 2019 and 2018: 2019 2018 Deferred tax asset (liability) non-current: Net Operating Loss 39,996,561 29,230,279 Credits 2,062,692 4,260,470 ASC 718 Expense on NQO’s 3,628,085 2,916,585 Charitable Contribution - Carry forward — — Accrued Expenses 251,293 117,880 Fixed Assets (340 ) 174 Amortization 329,360 139,875 Capitalized Debt Issuance Costs — — Debt Discount (308,621 ) — Basis difference in acquired assets (2,826,919 ) — Valuation allowance (43,132,111 ) (36,665,263 ) — — Noncurrent asset 43,132,111 36,665,263 Valuation Allowance (43,132,111 ) (36,665,263 ) — — The income tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related tax deferred assets will be recognized when management considers realization of such amounts to be more likely than not. At May 31, 2019, May 31, 2018 and May 31, 2017 the Company had available net operating loss carry forwards of approximately $ 190.5 The Company’s income tax returns remain subject to examination by all tax jurisdictions for tax years ended May 31, 2015 through 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2019 | |
Related Party Transactions | Note 14 – Related Party Transactions On July 26, 2017, Jordan G. Naydenov, a director with the Company, participated in the private placement of 2017 Notes, as fully described in Note 4 above. Mr. Naydenov purchased a promissory note, bearing interest of 7%, for $100,000 in aggregate principal and received a warrant covering 66,666 shares of common stock at an exercise price of $1.00. The terms and conditions of Mr. Naydenov’s investment were identical to those offered to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors. On July 28, 2017, AVCP, participated in the private placement of 2017 Notes, as fully described in Note 4 above. Carl C. Dockery, the principal of AVCP, is a director of the Company. AVCP purchased a promissory note, bearing interest of 7%, for $50,000 in aggregate principal and received a warrant covering 33,333 shares of common stock at an exercise price of $1.00. The terms and conditions of the AVCP investment were identical to those offered to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors. On November 8, 2017, in connection with a private equity offering, a limited liability company in which Anthony D. Caracciolo, Executive Chairman of the Company, holds a partial ownership interest, purchased $100,000 of common stock and warrants on terms identical to those applicable to the other investors in the private equity offering. On January 31, 2018 each of Mr. Caracciolo, Mr. Naydenov and AVCP participated with other investors in the offering of common stock and warrants in satisfaction of the payment obligations relating to the 2017 Notes, as fully described in Note 11 above. On July 12, 2018, the Company announced certain leadership changes in connection with the strategic expansion and entry into certain cancer and immunologic indications. In connection with such leadership changes and effective July 11, 2018, Denis R. Burger, Ph.D. and A. Bruce Montgomery, M.D., resigned as members the Board of Directors. Dr. Burger also resigned as Chief Science Officer of the Company, which was not an executive officer position. On July 10, 2018, In connection with the resignations of Dr. Burger and Dr. Montgomery, the Board of Directors determined to accelerate the vesting of all outstanding and unvested stock options held by Dr. Burger and Dr. Montgomery. Upon the effectiveness of their resignations, stock options covering 500,000 shares 100,000 shares, held by Dr. Burger and Dr. Montgomery, respectively became fully vested. The stock options retained their exercise period through their respective expiration dates and the terms of the stock options remained otherwise unchanged. On November 16, 2018, the Company closed its acquisition of ProstaGene assets, as described in Note 7. In connection with the closing of the acquisition, the Company hired Dr. Pestell as its Chief Medical Officer. As previously disclosed by the Company, Dr. Pestell is the holder of approximately 77.2% of the outstanding equity interests in ProstaGene and consequently holds an indirect interest in approximately (i) 8,611,427 of 13,258,000 shares of the Company’s common stock and (ii) 4,171,013 of 5,400,000 shares of common stock, currently held in escrow for the benefit of ProstaGene and its members, which are subject to forfeiture to satisfy certain indemnity obligations of ProstaGene and will be released ratably every six months over the eighteen-month period following the closing date. In addition, as specified in a Stock Restriction Agreement with the Company entered into on the closing date, 8,342,000 additional shares of common stock previously distributed to Dr. Pestell in the ProstaGene acquisition are currently subject to transfer restrictions and forfeiture obligations, subject to certain continuing employment obligations of Dr. Pestell, which will vest ratably each year over the three-years As specified in a Confidential Information, Inventions and Noncompetition Agreement between the Company and Dr. Pestell, which was entered into on the closing date of the ProstaGene acquisition, the Company may participate in the development and license of certain intellectual property created by Dr. Pestell, in connection with Dr. Pestell’s ongoing research obligations to outside academic institutions. The Company also has the right to work with Dr. Pestell to manage any potential conflict between the Company’s clinical development activities and such ongoing research obligations. On December 10, 2018, Anthony D. Caracciolo resigned as the Chairman of the Board of Directors, but remained a director and Scott A. Kelly, M.D., was named Chairman of the Board of Directors. On December 19, 2018, the Compensation Committee of the Board of Directors approved an amendment to certain compensation arrangements for Anthony D. Caracciolo, pursuant to which his employment with the Company would be extended through April 16, 2019, at a salary reduced from $16,667 to $5,000 per month, with continuing benefits. In addition, the Compensation Committee approved an extension to 10 years of the expiration terms of certain previously awarded stock options covering an aggregate of 150,000 shares of the Company’s common stock, provided that such stock options were out-of-the-money upon On January 8, 2019, Argonne Trading LLC (“Argonne”), participated in the private placement of convertible promissory notes, as fully described in Note 4. Michael A. Klump, the manager of Argonne, is a director of the Company. Argonne purchased a convertible promissory note, bearing interest of 10% for $500,000 in aggregate principal and received a warrant covering 500,000 shares of common stock at an exercise price of $0.30 per share. The terms and conditions of the Argonne investment were identical to those offered to all other investors in the offering and his investment was approved by the Audit Committee of the Board of Directors. On May 8, 2019, Dr. David F. Welch entered into Exercise Agreements for warrants beneficially owned by him, covering an aggregate of 1,651,281 825,640 3,625,000 1,812,499 The Audit Committee of the Board of Directors reviews and approves all related party transactions. The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2019 | |
Subsequent Events | Note 15 – Subsequent Events On May 14, 2019, the Company commenced the June 2019 Tender Offer, offering the holders of such warrants the opportunity to amend and exercise their warrants at the lower of the warrant exercise price or $0.40 per share in exchange for which the Company would issue participating holders an additional 50% of the number of shares issuable upon exercise of their original warrants. The terms and conditions of the June 2019 Tender Offer were included in the Company’s Schedule TO-I filed with the SEC on May 14, 2019. The June 2019 Tender Offer closed on June 12, 2019 with net proceeds of approximately $8.3 million after the payment of placement agent fees of approximately $0.8 million. From June 3, 2019 to July 26, 2019, the Company received four redemption notices from the holder of the Company’s convertible note, requesting redemptions in the aggregate amount of $ 655,000 1,984,769 4.2 In connection with the Company’s warrant tender offer (the “June 2019 Tender Offer”) which closed on June 12, 2019, Dr. Scott A. Kelly validly tendered warrants beneficially owned by him, covering an aggregate of 50,000 shares of common stock, and received 25,000 additional shares of common stock. Additionally, two entities affiliated with Carl C. Dockery, a director of the Company, validly tendered warrants beneficially owned by him, covering an aggregate of 1,425,000 shares of common stock, and received 712,500 additional shares. Dr. Kelly and Mr. Dockery are members of the Company’s board of directors and participated on terms identical to those applicable to other participating warrant holders. On June 11, 2019, the Compensation Committee of the board of directors approved a stock option award to an employee covering 75,000 shares of common stock with an exercise price of $0.43 per share. The option vests ratably over three years with a 10-year term. On June 16, 2019, the Compensation Committee of the board of directors approved a stock option award to two employees covering 25,000 shares of common stock to each employee with an exercise price of $0.44 per share. Each option vests ratably over three years with a 10-year term. On June 18, 2019, the board of directors approved a stock option award to an employee covering 100,000 shares of common stock with an exercise price of $0.52 per share. The option vests ratably over three years with a 10-year term. On June 18, 2019, the board of directors approved the recommendation from the Compensation Committee to maintain the current non-employee director compensation plan for the 2020 fiscal year without modification. Accordingly, the board of directors approved an annual stock option award covering 100,000 shares of common stock for each of the six non-employee directors with an exercise price of $0.52 per share. Each option vests in four equal quarterly installments over one year with a 10-year term. In addition, the board of directors approved a stock option award to an employee covering 50,000 shares of common stock with an exercise price of $0.90 per share. The option was fully vested upon grant date with a 10-year term. On June 24, 2019, the Company commenced the July 2019 Tender Offer, offering the holders of such warrants the opportunity to amend and exercise their original warrants upon identical terms as the June 2019 Tender Offer. The terms and conditions of the July 2019 Tender Offer were included in the Company’s Schedule TO-I filed with the SEC on June 24, 2019, as amended. The July 2019 Tender Offer closed on July 31, 2019 with net proceeds of approximately $ 2.5 237,000 On July 15, 2019, the Company entered into a Consulting Agreement with Scott A. Kelly, M.D., who is currently Chairman of the Board of Directors. The agreement names Dr. Kelly to the non-executive position of Chief Science Officer, with compensation of $20,000 in cash per month payable in arrears and the grant of a stock option to be determined by the Board of Directors, which are in addition to any fees that Dr. Kelly currently earns as a director. The Company expects to evaluate the term of the agreement on a month-to month basis. On July 15, 2019, the Company entered into a Consulting Agreement with David F. Welch, Ph.D. who is currently a member of the Board of Directors. The agreement names Dr. Welch to the non-executive position of Strategy Advisor, with compensation of $20,000 in cash per month payable in arrears and the grant of a stock option to be determined by the Board of Directors, which are in addition to any fees that Dr. Welch currently earns as a director. The Company expects to evaluate the term of the agreement on a month-to month basis. On July 25, 2019, the board of directors of the Company terminated the employment of Dr. Richard G. Pestell, the Company’s Chief Medical Officer, for cause pursuant to the terms of his employment agreement with the Company and effective immediately. Pursuant to the terms of his employment agreement, upon such termination, Dr. Pestell resigned from his position as a director of the Company. Dr. Pestell was not a member of any board committees. As of the date of this filing, the Company does not believe the carrying value of certain intangible assets acquired in the asset acquisition with ProstaGene, LLC are impaired, including an assessment of the fair value of the non-compete agreement with Dr. Pestell, which effectiveness survives one year following the termination of his employment for any reason. In connection with the Company’s warrant tender offer, which closed on July 31, 2019, Dr. David F. Welch tendered Original Warrants beneficially owned by him, covering an aggregate of 1,000,000 shares of Common Stock, and received 500,000 Additional Shares. Dr. Welch is a member of the Company’s board of directors and participated on terms identical to those applicable to other holders of Original Warrants. On August 12, 2019, Gregory A. Gould submitted his resignation from the board of directors effective immediately. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2019 | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of CytoDyn Inc. and its wholly owned subsidiaries, CytoDyn Operations Inc., Advanced Genetic Technologies, Inc. (“AGTI”) and CytoDyn Veterinary Medicine LLC (“CVM”), of which both AGTI and CVM are dormant entities. All intercompany transactions and balances are eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the 2019 presentation. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total stockholders’ (deficit) equity, net loss or earnings per shares. |
Going Concern | Going Concern The consolidated accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of $ 56,186,660 50,149,681 25,763,801 The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of its product candidate, obtain U.S. Food and Drug Administration (the “FDA”) approval, outsource manufacturing of the product candidate, and ultimately achieve initial revenues and attain profitability. The Company is currently engaging in significant research and development activities related to its product candidate, and expects to incur significant research and development expenses in the future primarily related to its clinical trials. These research and development activities are subject to significant risks and uncertainties. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity and debt securities, combined with additional funding from other traditional sources. There can be no assurance, however, that the Company will be successful in these endeavors. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash Cash is maintained at federally insured financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced, nor does it expect to experience any losses related to these balances. Balances in excess of federally insured limits at May 31, 2019 and May 31, 2018 approximated $3.3 million and $1.1 $0.9 |
Identified Intangible Assets | Identified Intangible Assets The Company follows the provisions of FASB ASC Topic 350 Intangibles-Goodwill and Other, which establishes accounting standards for the impairment of long-lived assets such as intangible assets subject to amortization. The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying value, the asset is considered impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. There were no impairment charges for the years ended May 31, 2019, May 31, 2018, and May 31, 2017. The value of the Company’s patents would be significantly impaired by any adverse developments as they relate to the clinical trials pursuant to the patents acquired as discussed in Notes 7 and 9. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development collaboration arrangements or other contractual agreements, the milestone payment obligations are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable. |
Pre-launch Inventory | Pre-launch The Company may scale-up scale-up pre-launch scale-up pre-launch pre-launch |
Fair Value of Financial Instruments | Fair Value of Financial Instruments At May 31, 2019 and May 31, 2018, the carrying value of the Company’s cash, accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of the instruments. The Company carries derivative financial instruments at fair value as required by U.S. GAAP. Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables (e.g., interest rate, security price, variable conversion rate or other variables), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. The Company follows the provisions of ASC 815, Derivatives and Hedging as their instruments are recorded as a derivative liability, at fair value, and ASC 480, Distinguishing Liabilities from Equity as it relates to warrant liability, with changes in fair value reflected in income. Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding non-binding Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of May 31, 2019 and May 31, 2018 is as follows: Fair Value Measurement at Fair Value Measurement at May 31, 2019 (1) May 31, 2018 (1) Using Using Level 3 Total Level 3 Total Liabilities: Derivative liability - warrants $ 2,005,137 $ 2,005,137 $ — $ — Derivative liability - convertible note redemption provision 402,132 402,132 1,323,732 1,323,732 Total liability $ 2,407,269 $ 2,407,269 $ 1,323,732 $ 1,323,732 (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of May 31, 2019 and May 31, 2018. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurements. These instruments are not quoted on an active market. The Company uses a Binomial Lattice Model to estimate the value of the warrant derivative liability and a Monte Carlo Simulation to value the derivative liability of the redemption provision within a convertible promissory note. These valuation models were used because management believes they reflect all the assumptions that market participants would likely consider in negotiating the transfer of the instruments. The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from inception to May 31, 2019: Investor warrants issued with registered direct equity offering $ 4,360,000 Placement agent warrants issued with registered direct equity offering 819,200 Fair value adjustments (3,855,468 ) Balance at May 31, 2018 1,323,732 Inception date value of redemption provisions 2,750,006 Fair value adjustments - convertible notes (744,869 ) Fair value adjustments - warrants (921,600 ) Balance at May 31, 2019 $ 2,407,269 |
Stock-Based Compensation | Stock-Based Compensation U.S. GAAP requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period) or when designated milestones have been achieved. The Company accounts for stock-based awards established by the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions including stock price volatility, expected term and risk-free interest rates, as of the grant date. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the stock-based award. The expected volatility is based on the historical volatility of the Company’s common stock on monthly intervals. The computation of the expected option term is based on the “simplified method,” as the Company issuances are considered “plain vanilla” options. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period or when designated milestones have been achieved. The Company estimates forfeitures at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at 0% for all periods presented. |
Common Stock | Common Stock On June 7, 2018, at a special meeting of the Company’s stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 375,000,000 to 450,000,000. On November 8, 2018, at the 2018 Annual Meeting of Stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 450,000,000 to 600,000,000. Subsequently, on May 22, 2019, at a special meeting of stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 600,000,000 to 700,000,000. |
Preferred Stock | Preferred Stock The Company’s Board of Directors is authorized to issue up to 5,000,000 400,000 5,000 92,100 shares and 3,246 |
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the par value method, whereby the cost of the acquired stock is recorded at par value. As of the year ended May 31, 2019, the Company has purchased a total of 159,011 shares of $0.001 par value treasury stock. |
Debt Discount | Debt Discount During the years ended May 31, 2019, May 31, 2018 and May 31, 2017, the Company incurred approximately $4.2 million, $1.5 million, and $92,000, respectively, of debt discount related to the issuance of short-term convertible promissory notes issued with detachable warrants, as described in Note 4. The discount was amortized over the life of the convertible promissory notes and the Company recognized approximately $1.7 million, $1.6 million, and $-0-, |
Debt Issuance Cost | Debt Issuance Costs During the years ended May 31, 2019 and May 31, 2018, the Company incurred direct costs associated with the issuance of short-term convertible promissory notes, as described in Note 4, and recorded approximately $1.0 million and $0.4 million, respectively, of debt issuance costs. The Company recognized approximately $0.5 million, $0.4 million, and -0- |
Offering Costs | Offering Costs During the years ended May 31, 2019, May 31, 2018 and May 31, 2017, the Company incurred approximately $4.3 million, $3.5 million, and $ 1.8 |
Stock for Services | Stock for Services The Company periodically issues warrants to consultants for various services. The Black-Scholes option pricing model, as described more fully above, is utilized to measure the fair value of the equity instruments on the date of issuance. The Company recognizes the compensation expense associated with the equity instruments over the requisite service or vesting period. |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share would include the weighted average common shares outstanding and potentially dilutive common share equivalents. Because of the net losses for all periods presented, the basic and diluted weighted average shares outstanding are the same since including the additional shares would have an anti-dilutive effect on the loss per share. For this reason, common stock options and warrants to purchase 178,591,849 95,346 7,413,000 |
Income Taxes | Income Taxes Deferred taxes are provided on the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of FASB ASC 740-10 740-10”). 740-10. In accordance with Section 15 of the Internal Revenue Code, we utilized a federal statutory rate of 21% for our fiscal 2019 tax year. The net tax expense for the year ended May 31, 2019, is a benefit of $2.8 million. The Company has a full valuation allowance as of May 31, 2019, as management does not consider it more than likely than not that the benefits from the deferred taxes will be realized. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2019 | |
Liability Measured at Fair Value on Recurring Basis by Level within Fair Value Hierarchy | Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of May 31, 2019 and May 31, 2018 is as follows: Fair Value Measurement at Fair Value Measurement at May 31, 2019 (1) May 31, 2018 (1) Using Using Level 3 Total Level 3 Total Liabilities: Derivative liability - warrants $ 2,005,137 $ 2,005,137 $ — $ — Derivative liability - convertible note redemption provision 402,132 402,132 1,323,732 1,323,732 Total liability $ 2,407,269 $ 2,407,269 $ 1,323,732 $ 1,323,732 |
Reconciliation of Liability Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) from inception to May 31, 2019: Investor warrants issued with registered direct equity offering $ 4,360,000 Placement agent warrants issued with registered direct equity offering 819,200 Fair value adjustments (3,855,468 ) Balance at May 31, 2018 1,323,732 Inception date value of redemption provisions 2,750,006 Fair value adjustments - convertible notes (744,869 ) Fair value adjustments - warrants (921,600 ) Balance at May 31, 2019 $ 2,407,269 |
Convertible Instruments (Tables
Convertible Instruments (Tables) | 12 Months Ended |
May 31, 2019 | |
Warrants At Fair Value And Beneficial Conversion Feature At Intrinsic Value | The net proceeds of $5.0 million were allocated first to the redemption provision at its fair value, then to the warrants at their relative fair value and the beneficial conversion feature at its intrinsic value as follows: January 30, 2019 Fair value of redemption provision $ 1,465,008 Relative fair value of equity classified warrants 858,353 Beneficial conversion feature 2,676,639 $ 5,000,000 |
Activity Related to Notes | Activity related to the June 2018 Note and the January 2019 Note is as follows: Short Term Long Term Total June 2018 Note $ 2,100,000 $ 3,600,000 $ 5,700,000 Monthly redemption provision 2,100,000 (2,100,000 ) — Note amendment, net — 111,410 111,410 Redemptions — (1,455,000 ) (1,455,000 ) Interest accretion - June 2018 and January 2019 Notes — 298,158 298,158 Carrying value of Notes at May 31, 2019 $ 4,200,000 $ 454,568 $ 4,654,568 |
Short-Term Convertible Notes | |
Activity Related to Notes | Activity related to the 2018 Short-term Convertible Notes was as follows: 2018 Face amount of Short-Term Convertible Notes $ 6,038,500 Unamortized discount — Registered direct offering (5,788,500 ) Note repayment (250,000 ) Carrying value of Short-term Convertible Notes $ — |
Two Thousand And Nineteen Short Term Convertible Notes [Member] | |
Summary of Fair Value Valuation Technique | The Company determined the fair value of the warrants at issuance using the Black-Scholes option pricing model utilizing certain weighted average assumptions, such as expected stock price volatility, expected term of the warrants, risk-free interest rates and expected dividend yield at the grant date. 2018 - 2019 Expected dividend yield 0% Stock price volatility 55.8 55.88 Expected term 5 year Risk-free interest rate 2.48 2.56 Grant-date fair value $ 0.30 0.38 |
Activity Related to Notes | Activity related to the 2019 Short-term Convertible Notes was as follows: May 31, 2019 May 31, 2018 Face value of Short-term convertible Notes $ 5,460,000 $ — Unamortized discount (1,469,625 ) — Unamortized issuance costs (404,340 ) — Carrying value of Short-term Convertible Notes $ 3,586,035 $ — |
Investor Warrants | |
Summary of Fair Value Valuation Technique | 2018 Expected dividend yield 0 Stock price volatility 69.80 Expected term 5 Risk-free interest rate 1.77 1.93 Grant-date fair value $ 0.30 0.39 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
May 31, 2019 | |
Schedule of Derivative Liabilities at Fair Value | The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016, May 31, 2018 and May 31, 2019: Shares Indexed Derivative Liability Inception to date September 15, 2016 7,333,334 $ 5,179,200 Balance May 31, 2018 7,733,334 1,323,732 Balance May 31, 2019 7,733,334 $ 402,132 |
Assumptions used in Estimating Fair Value of Warrant Derivative Liability | The Company estimated the fair value of the warrant derivative liability as of inception, May 31, 2018 and May 31, 2019, using the following assumptions: September 15, May 31, May 31, 2016 2018 2019 Fair value of underlying stock $ 0.78 $ 0.49 $ 0.39 Risk free rate 1.20 % 2.63 % 1.94 % Expected term (years) 5 3.3 2.29 Stock price volatility 106 % 64 % 61 % Expected dividend yield — — — Probability of Fundamental Transaction 50 % 50 % 50 % Probability of holder requesting cash payment 50 % 50 % 50 % |
Registered Direct Equity Offering [Member] | Investor Warrants Issued With Registered Direct Equity Offering [Member] | |
Assumptions used in Estimating Fair Value of Warrant Derivative Liability | November 15, January 30, May 31, 2019 June Note January Note Fair value of underlying stock $ 0.57 $ 0.49 $ 0.39 $ 0.39 Risk free rate 2.78 % 2.52 % 2.21 % 1.95 % Expected term (in years) 1.61 2 1.07 1.67 Stock price volatility 58.8 % 61 % 62.2 % 62.2 % Expected dividend yield — — — — Discount factor 85 % 85 % 85 % 85 % |
Convertible Note Redemption Provision Derivative Liability [Member] | |
Schedule of Derivative Liabilities at Fair Value | The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018, January 30, 2019 and May 31, 2019: Derivative Liability Net Proceeds Inception Date May 31, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000,000 $ 1,284,988 $ 847,103 Inception date January 2019 Note, January 30, 2019 5,000,000 1,465,008 1,158,034 $ 2,005,137 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
May 31, 2019 | |
Stock Option and Warrant Activity | Weighted Average Weighted Remaining Number of Average Contractual Life Aggregate Shares Exercise Price in Years Intrinsic Value Options and warrants outstanding - May 31, 2018 132,385,269 $ 0.80 3.78 $ 3,673 Granted 64,834,121 $ 0.57 — — Exercised (7,541,279 ) $ 0.40 — — Forfeited/expired/cancelled (11,086,262 ) $ 0.81 — — Options and warrants outstanding - May 31, 2019 178,591,849 0.71 3.75 896,400 Outstanding exercisable - May 31, 2019 175,116,515 $ 0.71 3.66 $ 896,400 |
Acquisition of Patents and In_2
Acquisition of Patents and Intangibles (Tables) | 12 Months Ended |
May 31, 2019 | |
Summary of the Net Purchase Price and Allocation to the Acquired Assets | A summary of the net purchase price and allocation to the acquired assets is as follows: Prostagene LLC CytoDyn Inc. Equity $ 11,558,000 Acquisition Expenses 741,297 Release of Deferred Tax Asset 2,826,919 Total Cost of Acquisition $ 15,126,216 Intangible Assets $ 15,126,216 Other — Allocation of Acquisition Costs $ 15,126,216 |
Intangible Assets Activity | The following presents intangible assets activity, inclusive of patents: May 31, 2019 May 31, 2018 Gross carrying amounts $ 3,500,000 $ 3,500,000 Intangible asset acquisition: Prostagene, LLC 15,126,216 — Website development costs 19,553 Accumulated amortization (3,170,315 ) (1,968,846 ) Total amortizable intangible assets, net 15,475,454 1,531,154 Patents currently not amortized — 35,989 Carrying value of intangibles, net $ 15,475,454 $ 1,567,143 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2019 | |
Reconciliation of Federal Statutory Income Tax | Reconciliation of the federal statutory income tax rate of 21% for the year ended May 31, 2019,the federal statutory blended rate of 28.6% 2019 2018 2017 Income tax provision at statutory rate: 21.0 % 28.6 % 34.0 % State income taxes net — — — Rate Change — (34.8 ) — Loss on debt extinguishment (0.5 ) — — Derivative gain/loss 0.6 1.0 2.8 Valuation allowance release from Asset Acquisition 4.8 — — Non-deductible — (0.2 ) — Non-deductible (0.3 ) (0.1 ) — Inducement charge (0.1 ) (2.0 ) (1.0 ) Other — (1.1 ) — Miscellaneous — (0.1 ) (0.1 ) Current year credits generated — 4.4 — Credit carry forward generated (released) (3.8 ) 4.1 — Valuation allowance (16.9 ) 0.3 (35.7 ) 4.8% 0% 0% |
Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities are comprised of the following as of May 31, 2019 and 2018: 2019 2018 Deferred tax asset (liability) non-current: Net Operating Loss 39,996,561 29,230,279 Credits 2,062,692 4,260,470 ASC 718 Expense on NQO’s 3,628,085 2,916,585 Charitable Contribution - Carry forward — — Accrued Expenses 251,293 117,880 Fixed Assets (340 ) 174 Amortization 329,360 139,875 Capitalized Debt Issuance Costs — — Debt Discount (308,621 ) — Basis difference in acquired assets (2,826,919 ) — Valuation allowance (43,132,111 ) (36,665,263 ) — — Noncurrent asset 43,132,111 36,665,263 Valuation Allowance (43,132,111 ) (36,665,263 ) — — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
May 31, 2019 | May 31, 2018 | May 31, 2017 | May 22, 2019 | Nov. 08, 2018 | Jun. 07, 2018 | Apr. 30, 2010 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Net loss | $ (56,186,660) | $ (50,149,681) | $ (25,763,801) | ||||
Accumulated (deficit) | (229,363,407) | (173,139,396) | |||||
Balance in excess of federally insured limits | 3,300,000 | 1,100,000 | |||||
Impairment charges | 0 | 0 | 0 | ||||
Pre-launch inventory qualified for capitalization | $ 0 | $ 0 | |||||
Estimated future unvested forfeitures | 0.00% | ||||||
Common stock, shares authorized | 700,000,000 | 375,000,000 | 100,000,000 | ||||
Preferred Stock Shares authorized to be issued | 5,000,000 | ||||||
Treasury stock, par value | $ 0.001 | ||||||
Treasury stock, shares | 159,011 | ||||||
Amortization of discount on convertible notes | $ 1,707,068 | $ 1,666,017 | 0 | ||||
Amortization of debt issuance costs | $ 459,085 | $ 435,609 | $ 0 | ||||
Federal statutory income tax rate, percent | 21.00% | 28.60% | 34.00% | ||||
Deferred income tax benefit | $ (2,826,919) | $ 0 | $ 0 | ||||
Restricted cash | $ 853,599 | $ 0 | |||||
Common stock options and warrants to purchase | 178,591,849 | 132,385,269 | 77,859,626 | ||||
Equity Securities | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Deferred offering costs | $ 4,300,000 | $ 3,500,000 | $ 1,800,000 | ||||
Short-Term Convertible Notes | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Debt discount | 0 | ||||||
Direct costs associated with the convertible notes | 1,000,000 | 400,000 | |||||
Amortization of debt issuance costs | 500,000 | 400,000 | 0 | ||||
Short-Term Convertible Notes | Detachable Common Stock Warrants | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Debt discount | 4,200,000 | 1,500,000 | 92,000 | ||||
Amortization of discount on convertible notes | $ 1,700,000 | $ 1,600,000 | $ 0 | ||||
Series B Convertible Preferred Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Preferred Stock Shares authorized to be issued | 400,000 | 400,000 | |||||
Preferred stock, shares outstanding | 92,100 | 92,100 | |||||
Series C Convertible Preferred Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Preferred Stock Shares authorized to be issued | 5,000 | ||||||
Preferred stock, shares outstanding | 3,246 | ||||||
Common Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Common shares issued upon conversion of preferred stock | 7,413,000 | ||||||
Series C and B Preferred Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Preferred stock, shares outstanding | 95,346 | ||||||
Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Common stock, shares authorized | 700,000,000 | 600,000,000 | 450,000,000 | ||||
Preferred Stock Shares authorized to be issued | 5,000,000 | ||||||
Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Common stock, shares authorized | 600,000,000 | 450,000,000 | 375,000,000 |
Liability Measured at Fair Valu
Liability Measured at Fair Value on Recurring Basis by Level within Fair Value Hierarchy (Detail) - USD ($) | May 31, 2019 | May 31, 2018 | |
Liability: | |||
Total liability | [1] | $ 2,407,269 | $ 1,323,732 |
warrants | |||
Liability: | |||
Derivative liability | [1] | 2,005,137 | |
convertible note redemption provision | |||
Liability: | |||
Derivative liability | [1] | 402,132 | 1,323,732 |
Level 3 | |||
Liability: | |||
Total liability | [1] | 2,407,269 | 1,323,732 |
Level 3 | warrants | |||
Liability: | |||
Derivative liability | [1] | 2,005,137 | |
Level 3 | convertible note redemption provision | |||
Liability: | |||
Derivative liability | [1] | $ 402,132 | $ 1,323,732 |
[1] | The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of May 31, 2019 and May 31, 2018. |
Liability Measured at Fair Va_2
Liability Measured at Fair Value on Recurring Basis by Level within Fair Value Hierarchy (Parenthetical) (Detail) - USD ($) | May 31, 2019 | May 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities fair value | [1] | $ 2,407,269 | $ 1,323,732 |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets fair value | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities fair value | $ 0 | $ 0 | |
[1] | The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of May 31, 2019 and May 31, 2018. |
Reconciliation of Liability Mea
Reconciliation of Liability Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 1,323,732 | |
Fair value adjustments | $ (3,855,468) | |
Ending Balance | 2,407,269 | 1,323,732 |
Convertible notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value adjustments | (744,869) | |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value adjustments | (921,600) | |
Investor Warrants Issued with Registered Direct Equity Offering | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants issued | 4,360,000 | |
Placement Agent Warrants Issued with Registered Direct Equity Offering | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants issued | $ 819,200 | |
Inception Date Value Of Redemption Provision [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrants issued | $ 2,750,006 |
Convertible Instruments - Addit
Convertible Instruments - Additional Information (Detail) | Jun. 26, 2018USD ($)$ / shares | Jan. 31, 2018USD ($)$ / sharesshares | Jan. 30, 2019USD ($) | Nov. 15, 2018USD ($)$ / shares | Feb. 28, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | May 31, 2017USD ($) | May 31, 2010USD ($)$ / sharesshares | Jul. 26, 2019shares | May 14, 2019$ / shares | Mar. 20, 2019$ / sharesshares | Apr. 30, 2010shares |
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 0.40 | ||||||||||||
Common stock, shares authorized | shares | 700,000,000 | 375,000,000 | 100,000,000 | ||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | ||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||
Common stock warrants to purchase shares | shares | 1,984,769 | ||||||||||||
Amortization of debt discount | $ 1,707,068 | $ 1,666,017 | $ 0 | ||||||||||
Amortization of debt issuance costs | $ 459,085 | 435,609 | 0 | ||||||||||
Number of shares to be sold | shares | 3,756,406 | ||||||||||||
Proceeds from sale of common stock and warrant | $ 38,268,839 | 25,224,212 | 19,133,755 | ||||||||||
Repayment of note | 0 | 259,157 | 0 | ||||||||||
Interest expense | $ 950,617 | 251,315 | 0 | ||||||||||
Convertible promissory note maturity period | 2 years | ||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | ||||||||||||
Investor Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock warrants to purchase shares | shares | 5,460,000 | ||||||||||||
Conversion of Preferred Stock to Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Undeclared dividend | $ 216,000 | 199,000 | |||||||||||
Accrued dividend | 432,000 | $ 387,000 | |||||||||||
Short-Term Convertible Notes | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price | $ / shares | $ 0.75 | ||||||||||||
Convertible note, aggregate principal | $ 4,890,000 | ||||||||||||
Convertible note maturity date | Jan. 31, 2018 | ||||||||||||
Convertible notes, interest rate | 7.00% | ||||||||||||
Common stock warrants to purchase shares | shares | 7,718,010 | ||||||||||||
Unamortized discount | 0 | ||||||||||||
Payment obligation against which common stock issued | $ 5,788,500 | ||||||||||||
Accrued but unpaid interest | $ 243,000 | ||||||||||||
Number of shares to be sold | shares | 12,062,728 | ||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 0.50 | ||||||||||||
Proceeds from sale of common stock and warrant | $ 6,000,000 | ||||||||||||
Repayment of note | $ 259,000 | 250,000 | |||||||||||
Interest expense | 0 | $ 75,000 | |||||||||||
Net carrying value of note | $ 0 | ||||||||||||
Short-Term Convertible Notes | Investor Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock warrants to purchase shares | shares | 4,025,656 | ||||||||||||
Exercise price of warrants, per share | $ / shares | $ 1 | ||||||||||||
Term of warrants | 5 years | ||||||||||||
Short-Term Convertible Notes | Detachable Common Stock Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Unamortized discount | $ 4,200,000 | 1,500,000 | 92,000 | ||||||||||
Amortization of debt discount | 1,700,000 | 1,600,000 | $ 0 | ||||||||||
Unamortized issuance costs | 400,000 | ||||||||||||
Amortization of debt issuance costs | 0 | 400,000 | |||||||||||
Note | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible notes, interest rate | 10.00% | ||||||||||||
Interest expense | $ 1,500,000 | 386,000 | 0 | ||||||||||
Convertible promissory note principle amount | $ 5,700,000 | ||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | ||||||||||||
Common stock conversion price | $ / shares | $ 0.55 | $ 0.55 | |||||||||||
Convertible promissory note maximum redemption amount | $ 350,000 | $ 350,000 | |||||||||||
Convertible promissory note redemption description | The Investor may redeem any portion of the June 2018 Note, at any time after six months from the issue date upon five trading days' notice, subject to a maximum monthly redemption amount of $350,000. | Effective November 15, 2018, the June 2018 Note was amended to allow the Investor to redeem the monthly redemption amount of $350,000 in cash or stock, at the lesser of (i) $0.55, or (ii) the lowest closing bid price of the Company's common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. | |||||||||||
Terms of conversion | 1.5 | ||||||||||||
Convertible note, redeemed amount | 1,455,000 | ||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | 4,500,000 | ||||||||||||
Fair value of Note | 6,900,000 | ||||||||||||
Net carrying value of note | 5,400,000 | ||||||||||||
2019 Short Term Convertible Notes | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price | $ / shares | $ 0.50 | ||||||||||||
Convertible note, aggregate principal | $ 5,500,000 | ||||||||||||
Convertible notes, interest rate | 10.00% | ||||||||||||
Unamortized discount | 1,469,625 | 0 | |||||||||||
Amortization of debt discount | 800,000 | ||||||||||||
Unamortized issuance costs | 404,340 | 0 | |||||||||||
Amortization of debt issuance costs | 1,700,000 | ||||||||||||
Payment obligation against which common stock issued | $ 972,000 | ||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 0.50 | ||||||||||||
Proceeds from sale of common stock and warrant | $ 583,200 | ||||||||||||
Interest expense | 213,000 | 0 | |||||||||||
Net carrying value of note | 3,586,035 | 0 | |||||||||||
2019 Short Term Convertible Notes | Investor Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||||||||
Term of warrants | 5 years | ||||||||||||
2019 Short Term Convertible Notes | Detachable Common Stock Warrants | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Amortization of debt discount | 3,000,000 | ||||||||||||
2019 Short Term Convertible Notes | Conversion of Preferred Stock to Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Amortization of debt issuance costs | $ 500,000 | ||||||||||||
January 2019 Note [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible notes, interest rate | 10.00% | ||||||||||||
Common stock warrants to purchase shares | shares | 5,000,000 | ||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||||||||
Term of warrants | 5 years | ||||||||||||
Unamortized discount | $ 600,000 | ||||||||||||
Unamortized issuance costs | 100,000 | ||||||||||||
Interest expense | 126,000 | $ 0 | |||||||||||
Convertible promissory note principle amount | 5,700,000 | ||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | ||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | ||||||||||||
Convertible promissory note redemption description | The Investor may redeem any portion of the January 2019 Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $350,000. The monthly redemption amount may be paid in cash or stock, at the Company’s election, at the lesser of (i) $0.50, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. | ||||||||||||
Company Reserves Shares For Future Conversition | shares | 20,000,000 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of common shares issued upon conversion of preferred stock | shares | 10 | ||||||||||||
Conversion price | $ / shares | $ 0.50 | ||||||||||||
Series B Convertible Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Series C Convertible preferred stock, shares issued | shares | shares | 92,100 | 92,100 | 400,000 | ||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 5 | ||||||||||||
Cash proceeds | $ 2,009,000 | ||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | shares | 92,100 | 92,100 | |||||||||||
Constructive dividend to Preferred stock holders | $ 6,000,000 | ||||||||||||
Liquidation preference on common shares | $ / shares | $ 5 | ||||||||||||
Dividends are payable to preferred stock holders | $ / shares | 0.25 | ||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Series C Convertible Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Series C Convertible preferred stock, shares issued | shares | shares | 3,246 | 3,246 | |||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 1,000 | ||||||||||||
Cash proceeds | $ 3,083,700 | ||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | shares | 3,246 | ||||||||||||
Common stock, shares authorized | shares | 5,000 | ||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Placement agent fee | $ 162,300 | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 0.50 | ||||||||||||
Accrued dividends | $ 37,351 | $ 0 | |||||||||||
Accrued dividend Shares | shares | 130,000 |
Weighted Average Assumptions to
Weighted Average Assumptions to Value Investor Warrants (Detail) - $ / shares | Sep. 15, 2016 | Sep. 15, 2016 | Nov. 30, 2018 | May 31, 2019 | May 31, 2018 |
Expected Term (In Years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected term | 5 years | 2 years 3 months 14 days | 3 years 3 months 18 days | ||
Risk Free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 1.20% | 1.94% | 2.63% | ||
Grant Date Fair Value | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Grant-date fair value | $ 0.78 | $ 0.39 | $ 0.49 | ||
Detachable Common Stock Warrants | Stock Price Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price volatility | 69.80% | ||||
Detachable Common Stock Warrants | Expected Term (In Years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 5.00% | ||||
Detachable Common Stock Warrants | Short-Term Convertible Notes | Expected Dividend Yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected dividend yield | 0.00% | ||||
Detachable Common Stock Warrants | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Expected Dividend Yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected dividend yield | 0.00% | ||||
Detachable Common Stock Warrants | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Expected Term (In Years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected term | 5 years | ||||
Detachable Common Stock Warrants | Minimum | Risk Free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 1.77% | ||||
Detachable Common Stock Warrants | Minimum | Grant Date Fair Value | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Grant-date fair value | $ 0.30 | ||||
Detachable Common Stock Warrants | Minimum | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Expected Dividend Yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price volatility | 55.80% | ||||
Detachable Common Stock Warrants | Minimum | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Risk Free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 2.48% | ||||
Detachable Common Stock Warrants | Minimum | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Grant Date Fair Value | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Grant-date fair value | $ 0.30 | ||||
Detachable Common Stock Warrants | Maximum | Risk Free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 1.93% | ||||
Detachable Common Stock Warrants | Maximum | Grant Date Fair Value | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Grant-date fair value | $ 0.39 | ||||
Detachable Common Stock Warrants | Maximum | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Expected Dividend Yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price volatility | 55.88% | ||||
Detachable Common Stock Warrants | Maximum | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Risk Free Interest Rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk-free interest rate | 2.56% | ||||
Detachable Common Stock Warrants | Maximum | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Grant Date Fair Value | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Grant-date fair value | $ 0.38 |
Activity Related to Notes (Deta
Activity Related to Notes (Detail) - USD ($) | Jan. 31, 2018 | May 31, 2019 | May 31, 2018 | May 31, 2017 |
Debt Instrument [Line Items] | ||||
Face amount of Note | $ 4,654,568 | |||
Registered direct offering | (3,586,035) | $ 0 | ||
Repayment of principal and interest on convertible note | 0 | (259,157) | $ 0 | |
Short-Term Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Face amount of Note | 6,038,500 | |||
Unamortized discount | 0 | |||
Registered direct offering | (5,788,500) | |||
Repayment of principal and interest on convertible note | $ (259,000) | (250,000) | ||
Carrying value of Note | 0 | |||
2019 Short Term Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Face amount of Note | 5,460,000 | 0 | ||
Unamortized discount | (1,469,625) | 0 | ||
Unamortized issuance costs | (404,340) | 0 | ||
Carrying value of Note | $ 3,586,035 | $ 0 |
Warrants At Relative Fair Value
Warrants At Relative Fair Value and Beneficial Conversion Feature at Intrinsic Value (Details) | 1 Months Ended |
Jan. 30, 2019USD ($) | |
Convertible Promisssory Notes [Abstract] | |
Warrants At Fair Value Of Redemption Provision | $ 1,465,008 |
Relative Fair Value Of Equity Classified Warrants | 858,353 |
Warrants At Beneficial Conversion Feature | 2,676,639 |
Proceeds From Issuance Of Convertible Promissory Notes | $ 5,000,000 |
Activity Related to Notes (De_2
Activity Related to Notes (Detail 1) - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Debt Instrument [Line Items] | |||
Monthly redemption provision | $ 0 | ||
Note amendment, net | 111,410 | ||
Redemptions | 0 | $ (259,157) | $ 0 |
January 2019 Note | 4,654,568 | ||
Interest accretion | 298,158 | ||
Short-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Monthly redemption provision | 2,100,000 | ||
Note amendment, net | 0 | ||
Redemptions | 0 | ||
January 2019 Note | 4,200,000 | ||
Interest accretion | 0 | ||
Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Monthly redemption provision | (2,100,000) | ||
Note amendment, net | 111,410 | ||
Redemptions | (1,455,000) | ||
January 2019 Note | 454,568 | ||
Interest accretion | 298,158 | ||
Two Thousand And Eighteen Convertible Notes Member [Member] | |||
Debt Instrument [Line Items] | |||
June 2018 Note | 5,700,000 | ||
January 2019 Note | 5,700,000 | ||
Two Thousand And Eighteen Convertible Notes Member [Member] | Short-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
June 2018 Note | 2,100,000 | ||
January 2019 Note | 2,100,000 | ||
Two Thousand And Eighteen Convertible Notes Member [Member] | Long-term Debt [Member] | |||
Debt Instrument [Line Items] | |||
June 2018 Note | $ 3,600,000 | ||
January 2019 Note | $ 3,600,000 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Derivative [Line Items] | |||
Change in fair value of derivative liability | $ 1,666,469 | $ 1,690,935 | $ 2,164,533 |
Percentage Of Outstanding Common Stock To Be Acquired | 50.00% | ||
Warrant [Member] | |||
Derivative [Line Items] | |||
Change in fair value of derivative liability | $ 900,000 | $ 1,700,000 | $ 2,200,000 |
Convertible Note [Member] | |||
Derivative [Line Items] | |||
Change in fair value of derivative liability | $ 745,000 |
Summary of Fair Value Warrant D
Summary of Fair Value Warrant Derivative Liability and Related Common Shares (Detail) - Registered Direct Equity Offering - Investor Warrants Issued with Registered Direct Equity Offering - USD ($) | May 31, 2019 | May 31, 2018 | Sep. 15, 2016 |
Derivative [Line Items] | |||
Shares indexed | 7,733,334 | 7,733,334 | 7,333,334 |
Derivative liability | $ 402,132 | $ 1,323,732 | $ 5,179,200 |
Assumptions used in Estimating
Assumptions used in Estimating Fair Value of Warrant Derivative Liability (Detail) - $ / shares | Sep. 15, 2016 | Sep. 15, 2016 | May 31, 2019 | May 31, 2018 |
Grant Date Fair Value | ||||
Derivative [Line Items] | ||||
Fair value of underlying stock | $ 0.78 | $ 0.39 | $ 0.49 | |
Risk Free Interest Rate | ||||
Derivative [Line Items] | ||||
Risk free rate | 1.20% | 1.94% | 2.63% | |
Expected Term (In Years) | ||||
Derivative [Line Items] | ||||
Expected term (in years) | 5 years | 2 years 3 months 14 days | 3 years 3 months 18 days | |
Stock Price Volatility | ||||
Derivative [Line Items] | ||||
Stock price volatility | 106.00% | 106.00% | 61.00% | 64.00% |
Probability of Fundamental Transaction | ||||
Derivative [Line Items] | ||||
Probability of Fundamental Transaction | 50.00% | 50.00% | 50.00% | |
Probability of Holder Requesting Cash Payment | ||||
Derivative [Line Items] | ||||
Probability of holder requesting cash payment | 50.00% | 50.00% | 50.00% |
Summary of Fair Value of Conver
Summary of Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Net Proceeds | $ 15,460,000 | $ 4,888,500 | $ 1,150,000 |
Convertible Note Redemption Provision Derivative Liability [Member] | |||
Derivative Liability | 2,005,137 | ||
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date June 2018 Note, November 15, 2018 [Member] | |||
Net Proceeds | 5,000,000 | ||
Inception Date | 1,284,988 | ||
Derivative Liability | 847,103 | ||
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date January 2019 Note, January 30, 2019 [Member] | |||
Net Proceeds | 5,000,000 | ||
Inception Date | 1,465,008 | ||
Derivative Liability | $ 1,158,034 |
Assumptions used in Estimatin_2
Assumptions used in Estimating Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) | 1 Months Ended | 12 Months Ended | |
Jan. 30, 2019yr$ / shares | Nov. 15, 2018yr$ / shares | May 31, 2019yr$ / shares | |
Fair value of underlying stock | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.49 | $ 0.57 | |
Fair value of underlying stock | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.39 | ||
Fair value of underlying stock | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.39 | ||
Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 2.52 | 2.78 | |
Risk free rate | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 2.21 | ||
Risk free rate | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.95 | ||
Expected Term (In Years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 2 years | 1 year 7 months 9 days | |
Expected Term (In Years) | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 1 year 25 days | ||
Expected Term (In Years) | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 1 year 8 months 1 day | ||
Stock price volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 61 | 58.8 | |
Stock price volatility | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 62.2 | ||
Stock price volatility | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 62.2 | ||
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | 0.00% | |
Expected dividend yield | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | ||
Expected dividend yield | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | ||
Discount factor | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 | 85 | |
Discount factor | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 | ||
Discount factor | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 |
Stock Options and Warrants - Ad
Stock Options and Warrants - Additional Information (Detail) - USD ($) | Apr. 05, 2019 | Jan. 04, 2019 | Apr. 16, 2019 | May 31, 2019 | May 31, 2018 | May 31, 2017 | Jul. 26, 2019 | May 22, 2019 | Feb. 13, 2019 | Jul. 10, 2018 | Jun. 15, 2018 | Aug. 24, 2017 | Mar. 31, 2016 | Feb. 28, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, Shares | 150,000 | |||||||||||||
Warrants to purchase common shares, shares | 1,984,769 | |||||||||||||
Compensation expense | $ 3,388,095 | $ 1,290,777 | $ 1,204,791 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,145,834 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | 150,000 | |||||||||||||
Director | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 100,000 | |||||||||||||
Placement Agent | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 938,790 | 965,563 | 133,600 | |||||||||||
Term of warrants | 5 years | 5 years | 5 years | |||||||||||
Exercise price of warrants, per share | $ 0.50 | $ 0.50 | $ 0.55 | |||||||||||
Consultant | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 300,000 | |||||||||||||
Exercise price of warrants, per share | $ 0.56 | |||||||||||||
Warrants grant date fair value | $ 0.30 | |||||||||||||
Consultant | compensable warrant | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 500,000 | |||||||||||||
Exercise price of warrants, per share | $ 0.51 | |||||||||||||
Warrants grant date fair value | $ 0.28 | |||||||||||||
Investor | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 1,000,000 | 5,000,000 | ||||||||||||
Term of warrants | 5 years | |||||||||||||
Exercise price of warrants, per share | $ 0.30 | |||||||||||||
Investor | Series C Convertible Preferred Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 3,895,000 | |||||||||||||
Exercise price of warrants, per share | $ 0.50 | |||||||||||||
Warrants grant date fair value | $ 0.50 | |||||||||||||
Private Equity Offering | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 23,487,585 | 35,286,904 | ||||||||||||
Exercise price of warrants, per share | $ 0.75 | $ 0.75 | $ 1 | |||||||||||
Private Equity Offering | Placement Agent | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 4,446,917 | 2,813,491 | ||||||||||||
Term of warrants | 5 years | 5 years | ||||||||||||
Exercise price of warrants, per share | $ 0.50 | $ 0.55 | ||||||||||||
Subscription Agreements | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 5,364,240 | 1,970,000 | ||||||||||||
Term of warrants | 5 years | |||||||||||||
Exercise price of warrants, per share | $ 0.50 | $ 0.75 | ||||||||||||
Convertible notes payable offering | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, Shares | 5,460,000 | |||||||||||||
Stock option granted, exerices price | $ 0.30 | |||||||||||||
Stock options grant date fair value | $ 0.50 | |||||||||||||
Warrants to purchase common shares, shares | $ 972,000 | |||||||||||||
Direct equity offering | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, Shares | 5,465,500 | |||||||||||||
Stock options grant date fair value | $ 0.50 | |||||||||||||
Term of warrants | 5 years | |||||||||||||
Direct equity offering | Placement Agent | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, exerices price | $ 0.50 | |||||||||||||
Term of warrants | 5 years | |||||||||||||
Warrants to purchase common shares, shares | $ 938,790 | |||||||||||||
2012 Equity Incentive Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Compensation expense | 3,400,000 | $ 1,300,000 | $ 1,200,000 | |||||||||||
Grant date fair value of options and warrants | 2,100,000 | $ 1,400,000 | $ 900,000 | |||||||||||
Unrecognized compensation expense | $ 4,300,000 | |||||||||||||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 4 months 27 days | |||||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Director | Range One | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, Shares | 1,219,726 | |||||||||||||
Stock option granted, exerices price | $ 0.49 | |||||||||||||
Vesting period | 1 year | |||||||||||||
Stock options, term | 10 years | |||||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Director | Range Two | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option vested, Shares | 0.57 | |||||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Executive Management and Employees | Minimum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock options grant date fair value | $ 0.26 | |||||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Executive Management and Employees | Maximum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock options grant date fair value | 0.41 | |||||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Managing Director | Range One | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock options grant date fair value | 0.29 | |||||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Managing Director | Range Two | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock options grant date fair value | $ 0.31 | |||||||||||||
2012 Equity Incentive Plan | Stock Options | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Shares available for future stock-based grants | 10,374,144 | |||||||||||||
2012 Equity Incentive Plan | Stock Options | Before Amendment | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Shares available for future issuance | 15,000,000 | 7,000,000 | 5,000,000 | 3,000,000 | ||||||||||
2012 Equity Incentive Plan | Stock Options | After Amendment | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Shares available for future issuance | 25,000,000 | 15,000,000 | 7,000,000 | 5,000,000 | ||||||||||
2012 Equity Incentive Plan | Stock Options | Executive Management and Employees | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, Shares | 3,715,000 | |||||||||||||
Vesting period | 3 years | |||||||||||||
Stock options, term | 10 years | |||||||||||||
Warrants to purchase common shares, shares | 950,000 | |||||||||||||
2012 Equity Incentive Plan | Stock Options | Executive Management and Employees | Range One | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, exerices price | $ 0.48 | |||||||||||||
2012 Equity Incentive Plan | Stock Options | Executive Management and Employees | Range Two | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock option granted, exerices price | $ 0.57 |
Stock Options and Warrants (Det
Stock Options and Warrants (Detail) - USD ($) | 12 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Stock option and warrant activity | ||
Options and warrants outstanding, Number of Shares | 132,385,269 | |
Granted, Number of Shares | 64,834,121 | |
Exercised, Number of Shares | (7,541,279) | |
Forfeited/expired/cancelled, Number of Shares | (11,086,262) | |
Options and warrants outstanding, Number of Shares | 178,591,849 | 132,385,269 |
Outstanding exercisable, Number of Shares | 175,116,515 | |
Options and warrants outstanding, Weighted Average Exercise Price | $ 0.80 | |
Granted, Weighted Average Exercise Price | 0.57 | |
Exercised, Weighted Average Exercise Price | 0.40 | |
Forfeited/expired/cancelled, Weighted Average Exercise Price | 0.81 | |
Options and warrants outstanding, Weighted Average Exercise Price | 0.71 | $ 0.80 |
Outstanding exercisable, Weighted Average Exercise Price | $ 0.71 | |
Options and warrants outstanding, Weighted Average Remaining Contractual Life in Years | 3 years 9 months | 3 years 9 months 10 days |
Outstanding exercisable, Weighted Average Remaining Contractual Life in Years | 3 years 7 months 27 days | |
Options and warrants outstanding, Aggregate Intrinsic Value | $ 896,400 | $ 3,673 |
Outstanding exercisable, Aggregate Intrinsic Value | $ 896,400 |
Acquisition of patents and In_3
Acquisition of patents and Intangibles - Additional Information (Detail) - USD ($) | May 31, 2019 | Oct. 16, 2012 | May 31, 2019 | May 31, 2018 | May 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Asset purchase, cash paid | $ 19,553 | $ 0 | $ 0 | ||
Intangible asset acquired gross | $ 3,500,000 | 3,500,000 | |||
Estimated aggregate future amortization expense in next twelve months | 2,000,000 | 2,000,000 | |||
Estimated aggregate future amortization expense in year two | 2,000,000 | 2,000,000 | |||
Estimated aggregate future amortization expense in year three | 1,700,000 | 1,700,000 | |||
Estimated aggregate future amortization expense in year four | 1,400,000 | 1,400,000 | |||
Estimated aggregate future amortization expense in year five | $ 1,200,000 | 1,200,000 | |||
Acquisition of ProstaGene LLC, value | $ 11,558,000 | ||||
Issuance of common stock shares | 329,554,763 | 329,554,763 | 216,881,790 | ||
Common stock per shares | $ 0.001 | $ 0.001 | |||
ProstaGene, LLC | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition of ProstaGene LLC, value | $ 11,558,000 | ||||
Issuance of common stock shares | 20,278,000 | 20,278,000 | |||
Common stock per shares | $ 0.57 | $ 0.57 | |||
ProstaGene, LLC | Dr .Pestell | Stock Restriction Agreement | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Restricted common stock, shares | 8,342,000 | 8,342,000 | |||
Common stock shares restriction period | 3 years | ||||
Stock repurchase price, per share | $ 0.001 | ||||
ProstaGene, LLC | Investment Advisory, Management and Administrative Service | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Investment earned shares | 1,620,000 | 1,620,000 | |||
Patents | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Asset purchase, cash paid | $ 3,500,000 | ||||
Estimated useful life of acquired asset | 10 years | ||||
Amortization expense related to acquired patents | $ 4,600,000 | $ 1,237,000 | $ 350,000 | $ 350,000 |
Summary of the Net Purchase Pri
Summary of the Net Purchase Price and Allocation to the Acquired Assets (Detail) - ProstaGene, LLC | 12 Months Ended |
May 31, 2019USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
CytoDyn Inc. Equity | $ 11,558,000 |
Acquisition Expenses | 741,297 |
Release of Deferred Tax Asset | 2,826,919 |
Total Cost of Acquisition | 15,126,216 |
Intangible assets | 15,126,216 |
Other | 0 |
Allocation of Acquisition Costs | $ 15,126,216 |
Intangible Assets Activity (Det
Intangible Assets Activity (Detail) - USD ($) | May 31, 2019 | May 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amounts | $ 3,500,000 | $ 3,500,000 |
Website development costs | 19,553 | |
Accumulated amortization | (3,170,315) | (1,968,846) |
Total amortizable intangible assets, net | 15,475,454 | 1,531,154 |
Patents currently not amortized | 0 | 35,989 |
Carrying value of intangibles, net | 15,475,454 | $ 1,567,143 |
ProstaGene, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset acquisition | $ 15,126,216 |
License Agreements - Additional
License Agreements - Additional Information (Detail) | May 31, 2019USD ($) | Apr. 15, 2019USD ($) | Apr. 15, 2019GBP (£) | May 31, 2018USD ($) |
Licenses Agreements [Line Items] | ||||
Accrued license fee | $ 208,600 | $ 365,000 | £ 300,000 | $ 133,600 |
Royalty on every net sales | 2.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | May 31, 2019 | May 31, 2016 | |
Commitments and Contingencies [Line Items] | |||
Royalty on every net sales | 2.00% | ||
Asset Purchase Agreement Aggregate Consideration Paying Period | 10 years | ||
Payment to acquire other assets | $ 1,500,000 | ||
Development Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Asset Purchase Agreement Aggregate Consideration Paying Period | 10 years | ||
Minimum annual license maintenance fees | $ 150,000 | ||
Project Work Order | Termination of Any One Clinical Trial | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 8,300,000 | ||
Project Work Order | Termination of Any One Clinical Trial | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 300,000 | ||
Project Work Order | Termination of All Clinical Trials | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 500,000 | ||
Project Work Order | Termination of All Clinical Trials | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 1,200,000 | ||
Samsung Agreement [Member] | Manufacturing and Supply Service [Member] | |||
Commitments and Contingencies [Line Items] | |||
Supply Commitment Delivered | $ 33,000,000 | ||
Remaining Supply commitment Cost | 60,000,000 | ||
Obligation Due in Next Twelve Months | 30,000,000 | ||
Obligation Due in Next Two years | $ 30,000,000 | ||
Biologic License Application with the FDA or non-U.S. equivalent regulatory body | Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Potential future milestone and royalties payments | 500,000 | ||
First US new drug application approval by the FDA or other non-U.S. approval | Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Potential future milestone and royalties payments | $ 5,000,000 | ||
Royalty on every net sales | 5.00% | ||
FDA approval or approval by another non-U.S. equivalent regulatory body | Development Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Potential future milestone and royalties payments | $ 500,000 | ||
Royalty on every net sales | 3.50% |
Private Securities Offerings -
Private Securities Offerings - Additional Information (Detail) - USD ($) | May 08, 2019 | Mar. 23, 2018 | Nov. 30, 2017 | May 31, 2019 | May 31, 2018 | Jul. 26, 2019 | May 14, 2019 | Apr. 05, 2019 | Feb. 13, 2019 | Jun. 15, 2018 | Nov. 24, 2017 | Oct. 11, 2017 | Sep. 08, 2017 | May 31, 2017 |
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Warrants to purchase common shares, shares | 1,984,769 | |||||||||||||
Common stock issued | $ 104,546 | |||||||||||||
Share Price | $ 0.40 | |||||||||||||
Private Warrant Exchange [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Warrants to purchase common shares, shares | 7,541,279 | |||||||||||||
Proceeds from issuance of common shares | $ 3,000,000 | |||||||||||||
Professional Fees | $ 300,000 | |||||||||||||
Share Price | $ 0.40 | |||||||||||||
Stock Issued During Period, Shares, Warrant Exercised | 11,311,917 | |||||||||||||
Noncash inducement interest expense | $ 200,000 | |||||||||||||
Private Warrant Exchange [Member] | Additional Shares [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Warrants to purchase common shares, shares | 3,770,638 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Common stock sold at private equity offering | 310,526 | |||||||||||||
Common stock issued | $ 311 | |||||||||||||
Offer To Amend And Exercise [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.50 | |||||||||||||
Make Whole Securities [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Common stock sold at private equity offering | 503,015 | |||||||||||||
Warrants to purchase common shares, shares | 251,504 | |||||||||||||
Make Whole Securities [Member] | Waiver And Subscription Agreement [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.75 | $ 1 | ||||||||||||
Purchase price, per share | 0.65 | 0.75 | ||||||||||||
Placement Agent | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.50 | $ 0.50 | $ 0.55 | |||||||||||
Warrants to purchase common shares, shares | 938,790 | 965,563 | 133,600 | |||||||||||
Term of warrants | 5 years | 5 years | 5 years | |||||||||||
Placement Agent | Make Whole Securities [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.715 | |||||||||||||
Warrants to purchase common shares, shares | 26,702 | |||||||||||||
Term of warrants | 5 years | |||||||||||||
Placement Agent | Make Whole Securities [Member] | Waiver And Subscription Agreement [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.715 | $ 0.825 | ||||||||||||
Private Equity Offering | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.75 | $ 0.75 | $ 1 | |||||||||||
Warrant covering common stock shares purchased, percentage | 50.00% | 100.00% | ||||||||||||
Common stock sold at private equity offering | 46,975,170 | 35,286,904 | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Proceeds from private equity offering | $ 17,600,000 | |||||||||||||
Term of warrants | 5 years | 5 years | ||||||||||||
Warrants to purchase common shares, shares | 23,487,585 | 35,286,904 | ||||||||||||
Proceeds from issuance of common shares | $ 23,500,000 | |||||||||||||
Purchase price, per share | $ 0.50 | |||||||||||||
Private Equity Offering | Placement Agent | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.50 | $ 0.55 | ||||||||||||
Warrants to purchase common shares, shares | 4,446,917 | 2,813,491 | ||||||||||||
Term of warrants | 5 years | 5 years | ||||||||||||
Professional Fees | $ 2,700,000 | |||||||||||||
Private Equity Offering | Warrant Holders [Member] | Offer To Amend And Exercise [Member] | Common Stock [Member] | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Common stock issued | $ 2,470,585 | |||||||||||||
Private Equity Offering | Warrants | ||||||||||||||
Equity and Equity Units Offering Disclosure [Line Items] | ||||||||||||||
Exercise price of warrants, per share | $ 0.75 | |||||||||||||
Warrants to purchase common shares, shares | 23,487,585 |
Registered Direct Equity Offe_2
Registered Direct Equity Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Apr. 05, 2019 | Jun. 15, 2018 | Feb. 13, 2019 | Jul. 26, 2019 | May 31, 2019 | May 31, 2018 |
Stockholders Equity Note [Line Items] | ||||||
Warrants to purchase common shares, shares | 1,984,769 | |||||
Investor | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants to purchase common shares, shares | 1,000,000 | 5,000,000 | ||||
Class of warrants, exercise price | $ 0.30 | |||||
Term of warrants | 5 years | |||||
Placement Agent | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants to purchase common shares, shares | 938,790 | 133,600 | 965,563 | |||
Class of warrants, exercise price | $ 0.50 | $ 0.55 | $ 0.50 | |||
Term of warrants | 5 years | 5 years | 5 years | |||
Percentage of shares, issued as warrants | 9.00% | 8.00% | 9.00% | |||
Subscription Agreements | ||||||
Stockholders Equity Note [Line Items] | ||||||
Number of shares to be sold | 10,931,000 | 1,970,000 | 10,728,480 | |||
Purchase price, per share | $ 0.50 | $ 0.50 | $ 0.50 | |||
Warrants to purchase common shares, shares | 1,970,000 | |||||
Class of warrants, exercise price | $ 0.75 | |||||
Term of warrants | 5 years | |||||
Proceeds from issuance of common shares | $ 0.9 | |||||
2019 Subscription Agreement | ||||||
Stockholders Equity Note [Line Items] | ||||||
Warrants to purchase common shares, shares | 5,465,500 | 5,364,240 | ||||
Class of warrants, exercise price | $ 0.50 | $ 0.50 | ||||
Term of warrants | 5 years | 5 years | ||||
Proceeds from issuance of common shares | $ 5 | $ 4.8 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Employee Savings Plan - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Qualified non-elective contribution | 3.00% | ||
Qualified non-elective contribution expense | $ 111,000 | $ 61,000 | $ 40,300 |
Reconciliation of Federal Statu
Reconciliation of Federal Statutory Income Tax (Detail) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Schedule Of Income Taxes [Line Items] | |||
Income tax provision at statutory rate: | 21.00% | 28.60% | 34.00% |
Rate Change | (34.80%) | ||
Loss on debt extinguishment | (0.50%) | ||
Derivative gain/loss | 0.60% | 1.00% | 2.80% |
Valuation allowance release from Asset Acquisition | 4.80% | ||
Non-deductible debt issuance costs | (0.20%) | ||
Non-deductible interest on conversion | (0.30%) | (0.10%) | |
Inducement charge | (0.10%) | (2.00%) | (1.00%) |
Other | (1.10%) | ||
Miscellaneous | (0.10%) | (0.10%) | |
Current year credits generated | 4.40% | ||
Credit carry forward generated (released) | (3.80%) | 4.10% | |
Valuation allowance | (16.90%) | 0.30% | (35.70%) |
Total | 4.80% | 0.00% | 0.00% |
Net Deferred Tax Assets and Lia
Net Deferred Tax Assets and Liabilities (Detail) - USD ($) | May 31, 2019 | May 31, 2018 |
Schedule Of Income Taxes [Line Items] | ||
Net Operating Loss | $ 39,996,561 | $ 29,230,279 |
Credits | 2,062,692 | 4,260,470 |
ASC 718 Expense on NQO's | 3,628,085 | 2,916,585 |
Accrued Expenses | 251,293 | 117,880 |
Fixed Assets | (340) | 174 |
Amortization | 329,360 | 139,875 |
Debt Discount | (308,621) | |
Basis difference in acquired assets | (2,826,919) | |
Valuation allowance | (43,132,111) | (36,665,263) |
Total | 0 | 0 |
Noncurrent asset | 43,132,111 | 36,665,263 |
Valuation Allowance | (43,132,111) | (36,665,263) |
Total | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2017 | |
Schedule Of Income Taxes [Line Items] | |||
Net deferred tax benefit (expense) | $ (2,826,919) | $ 0 | $ 0 |
Effective income tax rate reconciliation, at blended income tax rate, percent | 21.00% | ||
Federal statutory income tax rate | 21.00% | 28.60% | 34.00% |
Net operating loss | $ 190,500,000 | $ 139,200,000 | $ 95,600,000 |
Basis difference in acquired assets | $ 2,826,919 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 08, 2019 | Dec. 19, 2018 | Dec. 10, 2018 | Nov. 16, 2018 | Nov. 08, 2017 | Jul. 28, 2017 | Jul. 26, 2017 | Apr. 16, 2019 | May 31, 2018 | Jul. 26, 2019 | May 31, 2019 | May 08, 2019 | Jan. 04, 2019 | Jul. 10, 2018 | May 31, 2017 |
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 1,984,769 | ||||||||||||||
Stock options vested | 1,145,834 | ||||||||||||||
Common stock, outstanding | 216,722,779 | 329,395,752 | |||||||||||||
Stock options aggregate awarded shares | 150,000 | ||||||||||||||
Private Equity Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from private equity offering | $ 17,600,000 | ||||||||||||||
Warrants to purchase common shares, shares | 35,286,904 | 23,487,585 | |||||||||||||
Exercise price of warrants, per share | $ 0.75 | $ 0.75 | $ 1 | ||||||||||||
Chief Science Officer | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock options vested | 500,000 | ||||||||||||||
Managing Director | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock options vested | 100,000 | ||||||||||||||
Dr Richard G Pestell | ProstaGene, LLC | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock held for future issuance | 8,611,427 | ||||||||||||||
Percentage of outstanding equity interest | 77.20% | ||||||||||||||
Common stock, outstanding | 13,258,000 | ||||||||||||||
Dr Richard G Pestell | ProstaGene, LLC | Escrow Account Deposit | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock held for future issuance | 4,171,013 | ||||||||||||||
Common stock, outstanding | 5,400,000 | ||||||||||||||
Common stock shares restriction period | 3 years | ||||||||||||||
Dr Richard G Pestell | ProstaGene, LLC | Stock Restriction Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Common stock held for future issuance | 8,342,000 | ||||||||||||||
Jordan G. Naydenov | Private Equity Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 66,666 | ||||||||||||||
Exercise price of warrants, per share | $ 1 | ||||||||||||||
Jordan G. Naydenov | Short Term Convertible Promissory Notes | Private Equity Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Purchased short term convertible promissory note interest | 7.00% | ||||||||||||||
Proceeds from private equity offering | $ 100,000 | ||||||||||||||
Alpha Venture Capital Partners, L.P. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 33,333 | ||||||||||||||
Exercise price of warrants, per share | $ 1 | ||||||||||||||
Alpha Venture Capital Partners, L.P. | Short Term Convertible Promissory Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Purchased short term convertible promissory note interest | 7.00% | ||||||||||||||
Proceeds from private equity offering | $ 50,000 | ||||||||||||||
Anthony D Caracciolo | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Board of chairman salary | $ 5,000 | $ 16,667 | |||||||||||||
Anthony D Caracciolo | Private Equity Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock and warrants issued during period value common stock and warrants | $ 100,000 | ||||||||||||||
Argonne Trading LLC [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 500,000 | ||||||||||||||
Exercise price of warrants, per share | $ 0.30 | ||||||||||||||
Argonne Trading LLC [Member] | Short Term Convertible Promissory Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Purchased short term convertible promissory note interest | 10.00% | ||||||||||||||
Proceeds from private equity offering | $ 500,000 | ||||||||||||||
DavidF Welch [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 1,651,281 | ||||||||||||||
DavidF Welch [Member] | Additional Shares [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 825,640 | ||||||||||||||
Michael A Klump [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 3,625,000 | ||||||||||||||
Michael A Klump [Member] | Additional Shares [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Warrants to purchase common shares, shares | 1,812,499 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jul. 15, 2019 | Jun. 12, 2019 | Jun. 11, 2019 | Jul. 24, 2019 | Jun. 18, 2019 | Jun. 16, 2019 | Jul. 26, 2019 | May 31, 2019 | May 31, 2018 | May 31, 2017 | Jul. 31, 2019 | May 14, 2019 |
Subsequent Event [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 1,984,769 | |||||||||||
Share Price | $ 0.40 | |||||||||||
Percentage of Shares Issuable Upon Exercise Of Original Warrants | 50.00% | |||||||||||
Proceeds From Exercise Of Warrants | $ 0 | $ 3,161,131 | $ 397,883 | |||||||||
DrScottA Kelly [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Related Party Cost Payable In Cash Periodically | $ 50,000 | |||||||||||
DrKelly [Member] | Consulting Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Related Party Cost Payable In Cash Periodically | $ 20,000 | |||||||||||
DrWelch [Member] | Consulting Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Related Party Cost Payable In Cash Periodically | $ 20,000 | |||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 75,000 | 100,000 | 25,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.43 | $ 0.52 | $ 0.44 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | 10 years | 10 years | |||||||||
Proceeds From Exercise Of Warrants | 8,300,000 | $ 2,500,000 | ||||||||||
Placement agent fees and expenses | $ 800,000 | $ 237,000 | ||||||||||
Subsequent Event | Carl C Dockery [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 1,425,000 | |||||||||||
Subsequent Event | Additional Shares [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 50,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.90 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||||||||
Subsequent Event | Additional Shares [Member] | DrScottA Kelly [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 25,000 | |||||||||||
Subsequent Event | Additional Shares [Member] | Carl C Dockery [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 712,500 | |||||||||||
Subsequent Event | Convertible Notes Payable | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 4,200,000 | |||||||||||
Convertible note, redeemed amount | $ 655,000 | |||||||||||
Subsequent Event | DavidF Welch [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 1,000,000 | |||||||||||
Subsequent Event | DavidF Welch [Member] | Additional Shares [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 500,000 |