Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
May 31, 2021 | Jul. 15, 2021 | Nov. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | May 31, 2021 | ||
Entity File Number | 000-49908 | ||
Entity Registrant Name | CytoDyn Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1887078 | ||
Entity Address, Address Line One | 1111 Main Street, Suite 660 | ||
Entity Address, City or Town | Vancouver | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98660 | ||
City Area Code | 360 | ||
Local Phone Number | 980-8524 | ||
Title of 12(g) Security | Common Stock, par value $0.001 per share | ||
No Trading Symbol Flag | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Common Stock, Shares Outstanding | 632,586,877 | ||
Entity Public Float | $ 1,534,001,633 | ||
Current Fiscal Year End Date | --05-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001175680 | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Current assets: | ||
Cash | $ 33,943 | $ 14,282 |
Restricted cash | 10 | |
Inventories, net | 93,479 | 19,147 |
Prepaid expenses | 616 | 498 |
Prepaid service fees | 1,543 | 2,890 |
Total current assets | 129,581 | 36,827 |
Operating leases right-of-use asset | 712 | 176 |
Property and equipment, net | 134 | 55 |
Intangibles, net | 1,653 | 13,456 |
Total assets | 132,080 | 50,514 |
Current liabilities: | ||
Accounts payable | 65,897 | 29,479 |
Accrued liabilities and compensation | 19,073 | 6,879 |
Accrued interest on convertible notes | 2,007 | 292 |
Accrued dividends on convertible preferred stock | 2,647 | 981 |
Operating leases liabilities | 175 | 115 |
Current portion of long-term convertible notes payable | 62,747 | 6,745 |
Warrant exercise proceeds held in trust | 10 | |
Total current liabilities | 152,546 | 44,501 |
Long-term liabilities: | ||
Convertible notes payable, net | 8,431 | |
Operating leases liabilities | 552 | 63 |
Total long-term liabilities | 552 | 8,494 |
Total liabilities | 153,098 | 52,995 |
Commitments and Contingencies (Note 10) | ||
Stockholders' (Deficit) Equity | ||
Common stock, $0.001 par value; 800,000 shares authorized, 626,123 and 519,262 issued and 625,680 and 518,976 outstanding at May 31, 2021 and May 31, 2020, respectively | 626 | 519 |
Additional paid-in capital | 489,650 | 351,711 |
Accumulated (deficit) | (511,294) | (354,711) |
Total stockholders' (deficit) equity | (21,018) | (2,481) |
Total liabilities and stockholders' (deficit) equity | 132,080 | 50,514 |
Series C Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | 1,500 | 700 |
Series D Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | $ 1,100 | $ 300 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 31, 2021 | May 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 626,123,000 | 519,262,000 |
Common stock, shares outstanding | 625,680,000 | 518,976,000 |
Treasury stock, shares | 443,000 | 286,000 |
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 | 79,000 | 92,000 |
Preferred stock, shares outstanding | 79,000 | 92,000 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,203 | 8,000 |
Preferred stock, shares issued | 8,000 | 8,000 |
Preferred stock, shares outstanding | 8,203 | 8,000 |
Series D Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 11,737 | 12,000 |
Preferred stock, shares issued | 9,000 | 9,000 |
Preferred stock, shares outstanding | 8,452 | 8,452 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Operating expenses: | |||
General and administrative | $ 34,320,000 | $ 19,973,000 | $ 12,117,000 |
Research and development | 58,430,000 | 52,640,000 | 42,490,000 |
Amortization and depreciation | 1,797,000 | 2,034,000 | 1,245,000 |
Intangible asset impairment charge | 10,049,000 | ||
Total operating expenses | 104,596,000 | 74,647,000 | 55,852,000 |
Operating loss | (104,596,000) | (74,647,000) | (55,852,000) |
Other income (expense): | |||
Other income | 500,000 | ||
Interest income | 2,000 | 5,000 | 4,000 |
Change in fair value of derivative liabilities | (9,542,000) | 1,666,000 | |
Loss on extinguishment of convertible notes | (19,896,000) | 0 | (1,520,000) |
Legal settlement | (10,628,000) | (22,500,000) | |
Interest expense: | |||
Finance charges | (147,000) | (936,000) | |
Amortization of discount on convertible notes | (3,591,000) | (1,645,000) | (1,707,000) |
Amortization of debt issuance costs | (65,000) | (404,000) | (459,000) |
Inducement interest expense | (11,366,000) | (7,904,000) | (196,000) |
Interest on convertible notes payable | (4,387,000) | (7,330,000) | (950,000) |
Total interest expense | (19,556,000) | (18,219,000) | (3,312,000) |
Loss before income taxes | (154,674,000) | (124,403,000) | (59,014,000) |
Income tax benefit | 0 | 0 | 2,827,000 |
Net loss | $ (154,674,000) | $ (124,403,000) | $ (56,187,000) |
Basic and diluted loss per share | $ (0.27) | $ (0.30) | $ (0.21) |
Basic and diluted weighted average common shares outstanding | 587,590 | 421,078 | 272,041 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] | Common StockRegistered Direct Offering [Member] | Common StockPublic Warrant Tender Offering [Member] | Common StockPrivate Warrant Exchange [Member] | Common StockPrivate Placement [Member] | Common Stock | Treasury Stock | Additional Paid-in Capital [Member]Registered Direct Offering [Member] | Additional Paid-in Capital [Member]Public Warrant Tender Offering [Member] | Additional Paid-in Capital [Member]Private Warrant Exchange [Member] | Additional Paid-in Capital [Member]Private Placement [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit | Registered Direct Offering [Member] | Public Warrant Tender Offering [Member] | Private Warrant Exchange [Member] | Private Placement [Member] | Total |
Beginning balance at May. 31, 2018 | $ 217 | $ 159,765 | $ (173,139) | $ (13,158) | ||||||||||||||
Beginning balance, shares at May. 31, 2018 | 92 | 216,882 | 159 | |||||||||||||||
Acquisition of ProstaGene LLC, value | $ 19 | 11,539 | 11,558 | |||||||||||||||
Shares issued in acquisition | 18,658 | |||||||||||||||||
Issuance of stock payment shares, value | $ 8 | (8) | 0 | |||||||||||||||
Issuance of stock payment shares, shares | 8,342 | |||||||||||||||||
Issuance of stock for convertible note repayment, value | $ 4 | 1,451 | 1,455 | |||||||||||||||
Issuance of stock for convertible note, shares | 3,756 | |||||||||||||||||
Stock issued via offering, tender or placement, value | $ 24 | $ 11 | $ 47 | $ 11,791 | $ 2,955 | $ 23,441 | 3,084 | $ 11,815 | $ 2,966 | $ 23,488 | 3,084 | |||||||
Stock issued via offering, tender or placement, shares | 3 | 23,630 | 11,312 | 46,975 | 47,000 | |||||||||||||
Offering costs, stock and warrants | (1,130) | (267) | (2,697) | (1,130) | (267) | $ (2,697) | ||||||||||||
Issuance costs related to debt offering | 261 | 261 | ||||||||||||||||
Debt discount costs related to debt offering | 3,059 | 3,059 | ||||||||||||||||
Beneficial conversion feature on note payable and relative fair value associated with warrants | 3,535 | 3,535 | ||||||||||||||||
Inducement interest expense | 196 | 196 | ||||||||||||||||
Dividends accrued on preferred stock | (37) | (37) | ||||||||||||||||
Legal fees in connection with equity offerings | (243) | (243) | ||||||||||||||||
Stock-based compensation | 3,388 | 3,388 | ||||||||||||||||
Stock issued for services, value | 8 | |||||||||||||||||
Net loss | (56,187) | (56,187) | ||||||||||||||||
Ending balance at May. 31, 2019 | $ 330 | 220,120 | (229,363) | (8,913) | ||||||||||||||
Ending balance, shares at May. 31, 2019 | 95 | 329,555 | 159 | |||||||||||||||
Issuance of stock for convertible note repayment, value | $ 23 | 10,799 | 10,822 | |||||||||||||||
Issuance of stock for convertible note, shares | 22,967 | |||||||||||||||||
Stock issued via offering, tender or placement, value | $ 39 | $ 45 | $ 20 | 12,627 | $ 11,855 | 6,001 | 13,409 | 12,666 | $ 11,900 | 6,021 | 13,409 | |||||||
Stock issued via offering, tender or placement, shares | 14 | 38,856 | 45,376 | 20,529 | ||||||||||||||
Offering costs, stock and warrants | $ (378) | (1,059) | (197) | (437) | $ (378) | (1,059) | (197) | (437) | ||||||||||
SHARES PLACEHOLDER | 8,232 | |||||||||||||||||
Inducement interest expense | $ 2,713 | 5,191 | $ 2,713 | 5,191 | ||||||||||||||
Dividends accrued on preferred stock | (945) | (945) | ||||||||||||||||
Legal fees in connection with equity offerings | (16) | (16) | ||||||||||||||||
Stock-based compensation | 6,548 | 6,548 | ||||||||||||||||
Note conversion and extension fees | $ 8 | 3,891 | 3,899 | |||||||||||||||
Warrant exercises, value | $ 42 | 20,458 | 20,500 | |||||||||||||||
Warrant exercises, shares | 42,024 | |||||||||||||||||
Relative fair market value associated with warrants exercised | 11,949 | 11,949 | ||||||||||||||||
Exercise of option to repurchase common stock, value | (8) | (8) | ||||||||||||||||
Stock issued for services, value | $ 3 | (3) | 3 | |||||||||||||||
Stock issued for services, shares | 2,620 | |||||||||||||||||
Stock issued for incentive compensation and tendered for income tax | 154 | 154 | ||||||||||||||||
Stock issued for incentive compensation and tendered for income tax , shares | 380 | 127 | ||||||||||||||||
Stock option exercises, value | $ 9 | 5,594 | 5,603 | |||||||||||||||
Stock option exercises, shares | 8,723 | |||||||||||||||||
Stock issued in legal settlement, value | 22,500 | 22,500 | ||||||||||||||||
Net loss | (124,403) | (124,403) | ||||||||||||||||
Ending balance at May. 31, 2020 | $ 519 | 351,711 | (354,711) | $ (2,481) | ||||||||||||||
Ending balance, shares at May. 31, 2020 | 109 | 519,262 | 286 | |||||||||||||||
Issuance of stock payment shares, shares | 8,300 | |||||||||||||||||
Issuance of stock for convertible note repayment, value | $ 24 | 77,679 | $ 77,703 | |||||||||||||||
Issuance of stock for convertible note, shares | 24,154 | |||||||||||||||||
Stock issued via offering, tender or placement, value | $ 37 | $ 1 | 17,519 | $ 999 | 17,556 | $ 1,000 | ||||||||||||
Stock issued via offering, tender or placement, shares | 37,054 | 667 | ||||||||||||||||
Offering costs, stock and warrants | $ (495) | $ (495) | ||||||||||||||||
Inducement interest expense | 11,366 | 11,366 | ||||||||||||||||
Dividends accrued on preferred stock | (1,909) | (1,909) | ||||||||||||||||
Stock-based compensation | 8,822 | 8,822 | ||||||||||||||||
Warrant exercises, value | $ 38 | 19,390 | $ 19,428 | |||||||||||||||
Warrant exercises, shares | 37,941 | 27,300 | ||||||||||||||||
Stock issued for incentive compensation and tendered for income tax | 828 | $ 828 | ||||||||||||||||
Stock issued for incentive compensation and tendered for income tax , shares | 323 | 157 | ||||||||||||||||
Stock option exercises, value | $ 3 | 1,835 | $ 1,838 | |||||||||||||||
Stock option exercises, shares | 2,591 | 2,600 | ||||||||||||||||
Stock issued in legal settlement, value | $ 4 | (4) | ||||||||||||||||
Stock issued in legal settlement, shares | 4,000 | |||||||||||||||||
Conversion of Series B preferred stock to common stock, shares | (13) | 131 | ||||||||||||||||
Net loss | (154,674) | $ (154,674) | ||||||||||||||||
Ending balance at May. 31, 2021 | $ 626 | $ 489,650 | $ (511,294) | $ (21,018) | ||||||||||||||
Ending balance, shares at May. 31, 2021 | 96 | 626,123 | 443 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' (Deficit) Equity (Parenthetical) - $ / shares | May 31, 2021 | Apr. 02, 2021 | Dec. 08, 2020 | Dec. 04, 2020 | Nov. 30, 2020 | Nov. 17, 2020 | Mar. 04, 2020 | Dec. 30, 2019 | Dec. 23, 2019 | Dec. 13, 2019 | Dec. 09, 2019 | Jul. 31, 2019 | May 31, 2019 |
Stock price, in dollars per share | $ 1.50 | $ 0.50 | |||||||||||
Registered Direct Offering [Member] | |||||||||||||
Stock price, in dollars per share | $ 0.305 | $ 0.30 | $ 0.30 | ||||||||||
Private Warrant Exchange [Member] | |||||||||||||
Stock price, in dollars per share | $ 0.90 | $ 0.24 | $ 0.36 | $ 0.60 | $ 0.45 | $ 0.50 | $ 0.40 | ||||||
Private Placement [Member] | |||||||||||||
Stock price, in dollars per share | $ 1.50 | $ 0.50 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (154,674) | $ (124,403) | $ (56,187) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization and depreciation | 1,797 | 2,034 | 1,245 |
Debt issuance costs | 65 | 404 | 459 |
Amortization of discount on convertible notes | 3,591 | 1,645 | 1,707 |
Legal settlement | 22,500 | ||
Inducement interest expense, debt | 11,366 | 7,904 | 196 |
Interest expense associated with accretion of convertible notes payable | 6,615 | 513 | |
Change in fair value of derivative liabilities | 9,542 | (1,666) | |
Stock-based compensation | 10,429 | 6,548 | 3,388 |
Loss on extinguishment of convertible notes | 19,896 | 0 | 1,520 |
Deferred income tax benefit | 0 | 0 | (2,827) |
Intangible asset impairment charge | 10,049 | ||
Changes in operating assets and liabilities: | |||
(Increase) in inventories | (74,332) | (19,147) | |
Decrease (increase) in miscellaneous receivables | 91 | (91) | |
Decrease (increase) in prepaid expenses | 1,228 | (1,577) | (464) |
Increase in accounts payable and accrued expenses | 53,012 | 19,040 | 1,741 |
Net cash used by operating activities | (117,573) | (68,804) | (50,466) |
Cash flows from investing activities: | |||
Intangibles | (19) | ||
Furniture and equipment purchases | (122) | (41) | (26) |
Net cash used in investing activities | (122) | (41) | (45) |
Cash flows from financing activities: | |||
Proceeds from warrant transactions, net of offering costs | 17,060 | ||
Proceeds from sale of common stock and warrants | 1,000 | 12,666 | 38,269 |
Proceeds from warrant exercises | 19,428 | 38,422 | |
Proceeds from sale of preferred stock, net of offering costs | 13,409 | 3,084 | |
Payment on convertible notes | (950) | (2,185) | |
Exercise of option to repurchase shares held in escrow | (8) | ||
Release of funds held in trust for warrant tender offer | (10) | (844) | 854 |
Proceeds from stock option exercises | 1,839 | 5,602 | |
Payment of payroll withholdings related to tender of common stock for income tax withholding | (778) | (89) | |
Proceeds from convertible notes payable, net | 100,000 | 15,000 | 14,877 |
Payment of conversion offering costs | (2,303) | (4,337) | |
Dividend declared and paid on Series B preferred stock | (243) | ||
Net cash provided by financing activities | 137,346 | 79,670 | 52,747 |
Net change in cash | 19,651 | 10,825 | 2,236 |
Cash and restricted cash, beginning of period | 14,292 | 3,467 | 1,231 |
Cash and restricted cash, end of period | 33,943 | 14,292 | 3,467 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash | 33,943 | 14,282 | 2,613 |
Restricted cash | 10 | 854 | |
Cash and restricted cash, total | 33,943 | 14,292 | 3,467 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 147 | 243 | |
Non-cash investing and financing transactions: | |||
Issuance of stock for principal and interest of convertible notes, net | 77,703 | 15,092 | 1,680 |
Accrued dividends on convertible preferred stock | 1,666 | 944 | 37 |
Cashless exercise of warrants | 11 | ||
Issuance of stock for legal settlement | $ 4 | ||
Derivative liability associated with warrants | 11,949 | ||
Common stock issued for accrued bonus compensation | 155 | ||
Stock issued for services, value | $ 3 | 8 | |
Acquisition of ProstaGene LLC, value | 11,558 | ||
Beneficial conversion feature and fair value of warrant issued with note payable | 3,535 | ||
Debt discount and issuance costs associated with convertible note payable | 3,059 | ||
Derivative liability associated with convertible note payable | 2,750 | ||
Issuance costs associated with placement agent warrants | $ 261 |
Organization
Organization | 12 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 and, effective August 27, 2015, reincorporated under the laws of Delaware. The Company is a late-stage biotechnology company developing innovative treatments for multiple therapeutic indications based on leronlimab, a novel humanized monoclonal antibody targeting the CCR5 receptor. Leronlimab is in a class of therapeutic monoclonal antibodies designed to address unmet medical needs for which the Company is focused on developing treatments in the areas of human immunodeficiency virus (“HIV”), cancer, immunology, and novel coronavirus disease (“COVID-19”). Leronlimab belongs to a class of HIV therapies known as entry inhibitors which block HIV from entering and infecting specific cells. For cancer and immunology, the CCR5 receptor also appears to be implicated in human metastasis and in immune-mediated illnesses such as triple-negative breast cancer, other metastatic solid tumor cancers, and non-alcoholic steatohepatitis (“NASH”). For COVID-19 the Company believes leronlimab may be shown to provide therapeutic benefit by enhancing the immune response and also mitigating the “cytokine storm” that leads to morbidity and mortality in patients experiencing this syndrome. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiary, CytoDyn Operations Inc. 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 current period presentation. These reclassifications did not have any effect on the Company’s financial position, results of operations, stockholders’ (deficit) equity, or net cash provided by financing activities as previously reported. 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 $154.7 million, $124.4 million, and $56.2 million for the years ended May 31, 2021, May 31, 2020, and May 31, 2019, respectively, and has an accumulated deficit of $511.3 million as of May 31, 2021. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. 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, leronlimab, obtain approval to commercialize leronlimab from regulatory agencies, continue to outsource manufacturing of leronlimab, and ultimately achieve initial revenues and attain profitability. The Company continues to engage in significant research and development activities related to leronlimab for multiple indications 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 judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of Consolidated Financial Statements and the reported amounts of expenses during the reporting period. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the recent coronavirus disease could have on our significant accounting estimates and assumptions. The Company’s estimates are based on historical experience and on various market and other relevant, appropriate assumptions. Actual results could differ from these estimates. Cash Cash is maintained at federally insured financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Balances in excess of federally insured limits at May 31, 2021 and May 31, 2020 approximated $33.7 million and $14.0 million, respectively. Identified Intangible Assets The Company follows the provisions of ASC 350, Intangibles-Goodwill and Other 10.0 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. Contingent milestone payments that are due to third parties under research and development collaboration arrangements or other contractual agreements are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable. See Notes 9 and 10. Inventories The Company values inventory at the lower of cost or net realizable value using the average cost method. Inventories consist of raw materials, bulk drug substance, and drug product in unlabeled vials to be used for commercialization of the Company’s biologic, leronlimab, which is in the regulatory approval process. The consumption of raw materials during production is classified as work-in-progress until saleable. Once it is determined to be in saleable condition, following regulatory approval, inventory is classified as finished goods. Inventory is evaluated for recoverability by considering the likelihood that revenue will be obtained from the future sale of the related inventory, in light of the status of the product within the regulatory approval process. The Company evaluates its inventory levels on a quarterly basis and writes down inventory that has become obsolete, or has a cost in excess of its expected net realizable value, and inventory quantities in excess of expected requirements. In assessing the lower of cost or net realizable value for pre-launch inventory, the Company relies on independent analyses provided by third-parties knowledgeable of the range of likely commercial prices comparable to current comparable commercial product. The Company capitalizes inventories procured or produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when the results of clinical trials have reached a status sufficient to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive Phase 3 clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, and status of the Company’s regulatory applications. The Company closely monitors the status of the product within the regulatory review and approval process, including all relevant communications with regulatory authorities. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory may no longer qualify for capitalization. Anticipated future sales, shelf lives, and expected approval date are considered when evaluating realizability of capitalized inventory. The shelf-life of a product is determined as part of the regulatory approval process; however, in assessing whether to capitalize pre-launch inventory, the Company considers the product stability data of all of the pre-approval inventory procured or produced to date to determine whether there is adequate shelf life. As inventories approach their shelf-life expiration, the Company may perform additional stability testing to determine if the inventory is still viable, which can result in an extension of its shelf-life. Further, in addition to performing additional stability testing, certain raw materials inventory may be sold in its then current condition prior to reaching expiration. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, right-of-use assets, accounts payable, accrued liabilities, short-term and long-term lease liabilities, and short-term and long-term debt. As of May 31, 2021, 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. Short-term and long-term debt are reported at amortized cost in the Consolidated Balance Sheets which approximate fair value. The remaining financial instruments are reported in the Consolidated Balance Sheets at amounts that approximate current fair values. During the fiscal year ended May 31, 2021 the Company carried 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 Distinguishing Liabilities from Equity, The fair value hierarchy specifies three levels of inputs that may be used to measure fair value 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 market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. • Level 3. Unobservable inputs to the valuation methodology which are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that cannot be corroborated with observable market data. 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, 2021 and May 31, 2020. As of May 31, 2020, there were no assets liabilities using Level 3 inputs; previous outstanding derivative warrants and related convertible debt valued at fair value using level 3 inputs were converted prior to May 31, 2020 according to the terms of the agreements. 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. During the 2020 fiscal year, the Company used 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 were 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 the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745) Fair value adjustments—warrants (922) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949) Balance at May 31, 2020 $ — Operating Leases Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating leases payable and operating leases liabilities in the Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms do not include options to extend or terminate the lease as it is not reasonably certain that it would exercise these options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. 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 related expense is recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period), when designated milestones have been achieved or when pre-defined performance conditions are met. 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. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period, when designated milestones have been achieved or when pre-defined performance conditions are met. 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. Periodically, the Company will issue restricted common stock to executives or third parties as compensation for services rendered. Such stock awards are valued at fair market value on the effective date of the Company’s obligation. The Company periodically issues stock options or warrants to consultants and advisors for various services. The Black-Scholes option pricing model, as described more fully above, is used 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. Debt The Company has historically issued promissory notes at a discount and has incurred direct debt issuance costs. Debt discount and issuance costs are netted against the debt and amortized over the life of the convertible promissory note in accordance with ASC 470-35, Debt Subsequent Measurement Offering Costs The Company periodically incurs direct incremental costs associated with the sale of equity securities as fully described in Note 12. The costs are recorded as a component of equity upon receipt of the proceeds. Loss per Common Share Basic loss per share is computed by dividing the net loss adjusted for preferred stock dividends 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 stock 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. The table below shows the numbers of shares of common stock issuable upon the exercise, vesting, or conversion of outstanding options, warrants, unvested restricted stock including those subject to performance conditions, convertible preferred stock (including undeclared dividends), and convertible notes that were not included in the computation of basic and diluted weighted average number of shares of common stock outstanding for the years ended May 31, 2021, May 31, 2020 and May 31, 2019 (in thousands): Years ended May 31, 2021 2020 2019 Stock options, warrants & unvested restricted stock 82,386 131,361 178,592 Convertible notes payable 18,000 3,864 11,346 Convertible preferred stock 33,008 30,130 7,974 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 basis. Future tax benefits for net operating loss carryforwards 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 the deferred tax assets will not be realized. The Company follows the provisions of ASC 740-10, Uncertainty in Income Taxes 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for our fiscal 2021 and 2020 tax years. The net tax expense for the years ended May 31, 2021 and May 31, 2020 was zero. The Company recorded a tax benefit of $2.8 million for the year ended May 31, 2019. The Company has a full valuation allowance as of May 31, 2021 and May 31, 2020, as management does not consider it more than likely than not that the benefits from the net deferred taxes will be realized. Recent Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the FASB (including its EITF), the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future Consolidated Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) |
Inventories
Inventories | 12 Months Ended |
May 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. Inventories The Company’s pre-launch inventories consist of raw materials purchased for commercial production and work-in-progress inventory related to the substantially completed commercial production of pre-launch inventories of leronlimab to support the Company’s expected approval of the product as a combination therapy for HIV patients in the United States. Work-in-progress consists of bulk drug substance, which is the manufactured drug stored in bulk storage, and drug product, which is the manufactured drug in unlabeled vials. Inventories as of May 31, 2021 and May 31, 2020 are presented below (in thousands): May 31, 2021 2020 Raw materials $ 28,085 $ 19,147 Work-in-progress 65,394 — Total $ 93,479 $ 19,147 During the quarter ended February 28, 2021, the Company was notified by a third-party contract manufacturing partner that, due to an operational error committed by the contract manufacturer, one of the batches of a multiple-batch manufacturing campaign failed to meet quality standards, and thus would not be saleable upon regulatory approval. In accordance with the agreement, the contract manufacturer assumed liability for the failure and all costs to manufacture the batch, and committed to remanufacture the batch at a future date. As a result, the Company reduced work-in-progress inventory and the related amounts due to the contract manufacturer by $6.1 million. No other inventory was affected by this failure, and all other inventory has successfully passed quality standards. The Company believes that material uncertainties related to the ultimate regulatory approval of leronlimab for commercial sale have been significantly reduced based on positive data from its Phase 3 clinical trial for leronlimab as a combination therapy with HAART for highly treatment-experienced HIV patients, as well as information gathered from meetings with the FDA related to its Biologics License Application (“BLA”) for this indication. The Company submitted the last two portions of the BLA (clinical and manufacturing) with the FDA in April 2020 and May 2020. In July 2020, the Company received a Refusal to File letter from the FDA regarding its BLA submittal requesting additional information. In August and September 2020, the FDA provided written responses to the Company’s questions and met telephonically with key Company personnel and its clinical research organization concerning its BLA to expedite the resubmission of its BLA. The deficiencies cited by the FDA in its July 2020 Refusal to File letter consisted of administrative deficiencies, omissions, corrections to data presentation, and related analyses and clarifications of manufacturing processes. The Company commenced its resubmission of the BLA in July 2021 and expected to be completed in October 2021. The Company is working with new consultants to cure the BLA deficiencies and resubmit the BLA in order to allow the FDA to perform their substantive review. The Company anticipates that when the FDA completes their review, leronlimab will be approved, and we will achieve market acceptance of leronlimab as a treatment for HIV, realizing the amount of pre-launch inventory on-hand prior to shelf-life expiration. Accordingly, management believes the Company will realize future economic benefit in excess of the carrying value of its pre-launch inventory. The expiration of remaining shelf-life of the Company’s inventories consists of the following as of May 31, 2021 (in thousands): Expiration period ending May 31, Remaining shelf-life Raw materials Work-in-progress bulk drug product Work-in-progress finished drug product in vials Total inventories 2022 0 to 12 months $ 2,684 $ - $ - $ 2,684 2023 12 or 24 months 19,750 - - 19,750 2024 24 to 36 months 682 - - 682 2025 36 to 48 months 1,792 - 29,633 31,425 2026 48 to 60 months 732 - - 732 Thereafter 60 or more months 3,140 35,761 - 38,901 Total inventories 28,780 35,761 29,633 94,174 Inventories reserved (695) - - (695) Total inventories, net $ 28,085 $ 35,761 $ 29,633 $ 93,479 When the remaining shelf-life of drug product inventory is less than 12 months, it is likely that it will not be accepted by potential customers. However, as inventories approach their shelf-life expiration, the Company may perform additional stability testing to determine if the inventory is still viable, which can result in an extension of its shelf-life. Further, in addition to performing additional stability testing, certain raw materials inventory may be sold in its then current condition prior to reaching expiration; however, at May 31, 2021 and 2020 there was no drug product inventory that may be sold. If the Company determines it is not likely shelf-life will be able to be extended or the inventory cannot be sold prior to expiration, the Company will write-down the inventory to its net realizable value. For the fiscal year ended May 31, 2021 the Company recognized expense related to the write-down of obsolete inventory of $0.7 million and recognized zero expense during the years ended May 31, 2020, and May 31, 2019. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 4. Accounts Payable and Accrued Liabilities As of May 31, 2021 and May 31, 2020, the accounts payable balance was approximately $65.9 million and $29.5 million, respectively. The Company had two vendors that accounted for approximately 72% and 14%, and 49% and 20%, of the total balance of accounts payable as of May 31, 2021 and May 31, 2020, respectively. The components of accrued liabilities were as follows as of May 31, 2021 and 2020 (in thousands): May 31, 2021 2020 Accrued compensation and related expense $ 4,005 $ 1,723 Accrued legal settlement and fees 11,008 400 Accrued other liabilities 4,060 4,756 Total accrued liabilities $ 19,073 $ 6,879 |
Convertible Instruments
Convertible Instruments | 12 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible instruments | Note 5. Convertible Instruments Convertible Preferred Stock Series D Convertible Preferred Stock As of May 31, 2021, the Company had authorized 11,737 shares of Series D Convertible Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), of which 8,452 shares were outstanding. The Series D Certificate of Designation provides, among other things, that holders of Series D Preferred Stock shall be entitled to receive, when and as declared by the Company’s Board of Directors (the “Board”) and out of any assets at the time legally available therefor, cumulative dividends at the rate of ten percent (10%) per share per annum of the stated value of the Series D Preferred Stock, which is $1,000 per share (the “Series D Stated Value”). Any dividends paid by the Company will first be paid to the holders of Series D Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Dividends on the Series D Preferred Stock are cumulative, and will accrue and be compounded annually, whether or not declared and whether or not there are any profits, surplus or other funds or assets of the Company legally available therefor. There are no sinking fund provisions applicable to the Series D Preferred Stock. The Series D Preferred Stock does not have redemption rights. Dividends, if declared by the Board, are payable to holders in arrears on December 31 of each year. Subject to the provisions of applicable Delaware law, the holder may elect to be paid in cash or in restricted shares of common stock at the rate of $0.50 per share. As of May 31, 2021, and May 31, 2020, the accrued dividends were approximately $1.1 million, or approximately 2.2 million shares of common stock, and approximately $0.3 million, or approximately 0.5 million shares of common stock, respectively. In the event of any liquidation, dissolution or winding up of the Company, the holders of Series D Preferred Stock will be entitled to receive, on a pari passu basis with the holders of the Series C Convertible Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”), and in preference to any payment or distribution to any holders of the Series B Convertible Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”), or common stock, an amount per share equal to the Series D Stated Value plus the amount of any accrued and unpaid dividends. If, at any time while the Series D Preferred Stock is outstanding, the Company effects any reorganization, merger or consolidation of the Company, sale of substantially all of its assets, or other specified transaction (each, as defined in the Series D Certificate of Designation, a “Fundamental Transaction”), a holder of the Series D 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 D Preferred Stock immediately prior to the Fundamental Transaction. Each share of Series D Preferred Stock is convertible at any time at the holder’s option into that number of fully paid and nonassessable shares of common stock determined by dividing the Series D Stated Value by the conversion price of $0.50 (subject to adjustment as set forth in the Series D Certificate of Designation). No fractional shares will be issued upon the conversion of the Series D Preferred Stock. Except as otherwise provided in the Series D Certificate of Designation or as otherwise required by law, the Series D Preferred Stock has no voting rights. Series C Convertible Preferred Stock As of May 31, 2021, the Company had authorized 8,203 shares of Series C Convertible Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”), of which 8,203 shares were outstanding. The Series C Certificate of Designation provides, among other things, that holders of Series C Preferred Stock shall be entitled to receive, when and as declared by the Board and out of any assets at the time legally available therefor, cumulative dividends at the rate of ten percent (10%) per share per annum of the stated value of the Series C Preferred Stock, which is $1,000 per share (the “Series C Stated Value”). Any dividends paid by the Company will 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 cumulative, and will accrue and be compounded annually, whether or not declared and whether or not there are any profits, surplus or other funds or assets of the Company legally available therefor. There are no sinking fund provisions applicable to the Series C Preferred Stock. The Series C Preferred Stock does not have redemption rights. Dividends, if declared by the Board, are payable to holders in arrears on December 31 of each year. Subject to the provisions of applicable Delaware law, the holder may elect to be paid in cash or in restricted shares of common stock at the rate of $0.50 per share. As of May 31, 2021 and May 31, 2020, the accrued dividends were approximately $1.5 million or, approximately 3.0 million shares of common stock, and approximately $0.7 million or approximately 1.4 million shares of common stock, respectively. In the event of any liquidation, dissolution or winding up of the Company, the holders of Series C Preferred Stock will be entitled to receive, on a pari passu basis with the holders of the Series D Preferred Stock and in preference to any payment or distribution to any holders of the Series B Preferred Stock or common stock, an amount per share equal to the Series C Stated Value plus the amount of any accrued and unpaid dividends. If, at any time while the Series C Preferred Stock is outstanding, the Company effects a reorganization, merger or consolidation of the Company, sale of substantially all of its assets, or other specified transaction (each, as defined in the Series C Certificate of Designation, 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 common stock determined by dividing the Series C Stated Value by the conversion price of $0.50 (subject to adjustment as set forth in the Series C Certificate of Designation). No fractional shares will be issued upon the conversion of the Series C Preferred Stock. Except as otherwise provided in the Series C Certificate of Designation or as otherwise required by law, the Series C Preferred Stock has no voting rights. Series B Convertible Preferred Stock As of May 31, 2021, the Company had authorized 400,000 shares of Series B Preferred Stock, of which 79,000 shares remain outstanding. Each share of the Series B Preferred Stock is convertible into ten (10) shares of the Company’s common stock. Dividends are payable to the Series B Preferred stockholders when and as declared by the Board at the rate of $0.25 per share per annum. Such dividends are cumulative and accrue whether or not declared and whether or not there are any profits, surplus or other funds or assets of the Company legally available therefor. At the option of the Company, dividends on the Series B Preferred Stock may be paid in cash or shares of the Company’s common stock, valued at $0.50 per share. The holders of the Series B Preferred Stock can only convert their shares to shares of common stock if the Company has sufficient authorized shares of common stock at the time of conversion. The Series B Preferred Stock has liquidation preferences over the common shares at $5.00 per share, plus any accrued and unpaid dividends. Except as provided by law, the Series B holders have no voting rights. On July 30, 2020, the Board declared a dividend and elected to pay such dividend in the form of cash in the aggregate amount of approximately $0.2 million to all Series B Preferred stockholders. As of May 31, 2021, and May 31, 2020, the undeclared dividends were approximately $17,800 or 35,500 shares of common stock, and approximately $0.2 million, or 0.5 million shares of common stock, respectively. Convertible Notes The following schedule sets forth the outstanding balance of convertible notes as of May 31, 2021 and May 31, 2020 (in thousands). March 2020 Note July 2020 Note November 2020 Note April 2, 2021 Note April 23, 2021 Note Outstanding balance May 31, 2020 $ 15,467 $ - $ - $ - $ - Consideration received - 25,000 25,000 25,000 25,000 Amortization of issuance discount and costs 1,369 1,097 740 268 182 Accrued interest 480 1,901 1,258 447 302 Cash repayments (950) - - - - Conversions (9,538) - - - - Fair market value of shares exchanged for repayment (10,997) (37,298) (19,870) - - Debt extinguishment loss 4,169 9,300 6,427 - - Outstanding balance May 31, 2021 $ - $ - $ 13,554 $ 25,715 $ 25,485 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, was 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 accrued simple interest at the annual rate of 10%. Principal and accrued interest, to the extent not previously paid or converted, was 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 was 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 Convertible Notes, detachable common stock warrants to purchase a total of 5.46 million 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, was recorded as a debt discount to the 2019 Short-term Convertible Notes and a corresponding increase to additional paid-in capital and will be amortized over the life of the 2019 Short-term Convertible Notes. In connection with the 2019 Short-term Convertible Notes, the placement agent earned a “tail fee” comprising warrants covering approximately 0.97 million shares of common stock and a cash fee of approximately $0.6 million. The placement agent warrants were exercisable at a price of $0.50 per share, expire five years from the date of issuance and include a cashless exercise provision. During the year ended May 31, 2019, in connection with the 2019 Short-term Convertible Notes, the Company incurred debt discount of approximately $3.1 million, related to the beneficial conversion feature and detachable warrants issued with the 2019 Short-term Convertible Notes and approximately $0.8 million in issuance costs. The debt discount and issuance costs will be amortized over the term of the 2019 Short-term Convertible Notes. Accordingly, the Company recognized approximately $1.7 million and $0.5 million of debt discount and issuance costs, respectively, during the year ended May 31, 2019. See Note Beginning on September 30, 2019 and through November 14, 2019, principal and interest totaling approximately $5.9 million became due. Holders of notes totaling approximately $1.1 million in principal and accrued interest agreed to extend their notes for another three months, and holders of notes totaling approximately $4.1 million in principal and accrued interest agreed to extend their notes for another six months. One noteholder with principal and accrued interest totaling approximately $0.2 million converted to shares of common stock. During the quarter ended November 30, 2019, a total of approximately $0.7 million of principal and accrued interest was repaid in cash. In addition, detachable stock warrants to purchase a total of 4.75 million warrants with a five-year term and an exercise price of $0.30 per share were issued to investors who extended their notes. One investor received 0.2 million warrants with a five-year term and an exercise price of $0.45 per share for converting the entire principal and accrued interest on its note. In connection with the 2019 Short-term Convertible Note extensions and conversion, the Company recorded a non-cash inducement interest expense of approximately $0.3 million during the quarter ended November 30, 2019. The new principal amount of the 2019 Short-term Convertible Notes, including any accrued but unpaid interest thereon, was convertible at the election of the holders at any time into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. At the new commitment dates, the Company determined that there was a decrease in the fair value of the embedded conversion option resulting from the modification, the value of which is not required to be recognized under U.S. GAAP. During the fiscal year ended May 31, 2020, holders of the 2019 Short-term Convertible Notes in the aggregate principal amount of $5.2 million, including accrued but unpaid interest, tendered notices of conversion at the stated conversion rate of $0.50 per share. The Company issued approximately 10.4 million shares of common stock in satisfaction of the conversion notices. Following the redemptions, the 2019 Short-term Convertible Notes have been fully satisfied and there is no outstanding balance at May 31, 2021. Activity related to the 2019 Short-term Convertible Notes was as follows (in thousands): Years ended May 31, 2020 2019 Face value of Short-term Convertible Notes $ 5,460 $ 5,460 Unamortized discount — (1,470) Unamortized issuance costs — (404) Accrued interest converted into principal 154 — Note repayment (460) — Note conversions into common stock (5,154) — Carrying value of Short-term Convertible Notes $ — $ 3,586 The Company recognized approximately $0.4 million and $0.2 million of interest expense for the fiscal years ended May 31, 2020 and May 31, 2019, respectively. Long-term Convertible Note - 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-year term to an institutional accredited investor in the initial principal amount of $5.7 million. The investor paid consideration of $5.0 million to the Company. The June 2018 Note accrued interest at an annual rate of 10% and was convertible into common stock, at a conversion rate of $0.55 per share. The June 2018 Note provided for conversion in whole, or in part, of the outstanding balance, into common stock at any time beginning six months five five share times 1.5. As a result of the entry into the January 2019 Note (as defined below), the Company’s obligations under the June 2018 Note were secured by all of the assets of the Company, excluding the Company’s intellectual property. Effective November 15, 2018, the June 2018 Note was amended to allow the investor to redeem the monthly redemption amount of $0.35 million 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 common stock. As of November 15, 2018, the redemption provision required bifurcation as a derivative liability at fair value under the guidance in ASC 815, Derivatives and Hedging The amendment of the June 2018 Note was also evaluated under ASC 470-50-40, Debt Modifications and Extinguishments The Company recognized approximately $0.4 million of interest expense related to the June 2018 Note during each of the fiscal years ended May 31, 2020 and May 31, 2019. During the year ended May 31, 2019, the Company received redemption notices from the holder of the Company’s June 2018 Note, requesting an aggregate redemption of approximately $1.5 million of the outstanding balance thereof. In satisfaction of the redemption notices, the Company issued a total of approximately 3.8 million shares of common stock to the June 2018 Note holder in accordance with the terms of the June 2018 Note. During the year ended May 31, 2020, the Company received redemption notices requesting an aggregate redemption of approximately $4.5 million settling the remaining outstanding balance in full, including accrued but unpaid interest. In satisfaction of the redemption notice, the Company issued approximately 8.5 million shares of common stock and paid cash totaling approximately $0.5 million to the June 2018 Note holder in accordance with the terms of the June 2018 Note. Following the redemptions, the June 2018 Note was fully satisfied and there was no outstanding balance at May 31, 2020. Long-term Convertible Note - 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 with a two-year term to the holder of the June 2018 Note in the initial principal amount of $5.7 million (the “January 2019 Note”). In connection with the issuance of the January 2019 Note, the Company granted a lien against all the assets of the Company, excluding the Company’s intellectual property, to secure all obligations owed to the investor by the Company (including those under both the January 2019 Note and the June 2018 Note). The investor paid consideration of $5.0 million to the Company, reflecting original issue discount of $0.6 million and issuance costs of $0.1 million. The January 2019 Note accrued interest at an annual rate of 10% and was convertible into common stock, at a conversion rate of $0.50 per share. The January 2019 Note provided for conversion in whole, or in part, of the outstanding balance, at any time beginning six months following the issue date upon five Derivatives and Hedging, The January 2019 Note provided the investor with the right to redeem any portion of the January 2019 Note, at any time beginning six months following the issue date upon five Derivatives and Hedging In conjunction with the January 2019 Note, the investor received a warrant to purchase 5.0 million 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 Relative fair value of equity classified warrants 858 Beneficial conversion feature 2,677 Net proceeds of January 2019 Note $ 5,000 Under the guidance of ASC 815, Derivatives and Hedging Activity related to the June 2018 Note and the January 2019 Note is as follows (in thousands): Current Non-current Total June 2018 Note $ 2,100 $ 3,600 $ 5,700 Monthly redemption provision 2,100 (2,100) — Note amendment, net — 112 112 Redemptions — (1,455) (1,455) Interest accretion - June 2018 and January 2019 Notes — 298 298 Carrying value of Notes at May 31, 2019 4,200 455 4,655 Redemptions (10,689) (57) (10,746) Interest accretion - June 2018 6,489 39 6,528 Extinguishment of note — (437) (437) Carrying value of Notes at May 31, 2020 $ — $ — $ — Long-term Convertible Note - March 2020 Note On March 31, 2020, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured convertible promissory note with a two-year term to an institutional accredited investor in the initial principal amount of $17.1 million (the “March 2020 Note”). The Company received consideration of $15.0 million, reflecting an original issue discount of $2.1 million. The March 2020 Note is secured by all the assets of the Company, excluding the Company’s intellectual property. The March 2020 Note accrued interest at an annual rate of 10% and was convertible into common stock at $4.50 per share. The March 2020 Note provided for conversion in total, or in part, of the outstanding balance, at any time beginning six months following the issue date upon five option for derivative accounting treatment under ASC 815, Derivatives and Hedging de minimis The March 2020 Note provided the investor with the right to redeem any portion of the March 2020 Note, at any time beginning six months following the issue date, upon three Long-term Convertible Note – November 2020 Note The original issue discount of $2.1 million related to the March 2020 Note was recorded as a discount on the March 2020 Note and the discount has been amortized over the term of the March 2020 Note. Amortization of the March 2020 debt discount during the fiscal years ended May 31, 2021 and May 31, 2020 amounted to $1.9 million and $0.2 million, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations. Interest expense for the year ended May 31, 2021 amounted to approximately $0.5 million. From June 26, 2020 to July 27, 2020, the investor converted an aggregate of approximately $9.5 million of combined principal and accrued interest into approximately 2.1 million shares of common stock at the $4.50 per share conversion price. During the quarter ended November 30, 2020, the Company received a redemption notice from the holder of the March 2020 Note, requesting a redemption of $0.95 million. In satisfaction of the redemption notice, the Company paid cash of $0.95 million to the March 2020 Note holder. Additionally, the Company elected to satisfy the Debt Reduction Amount for November 2020 by making repayments on the March 2020 Note, resulting in the note being fully satisfied during the quarter ended November 30, 2020. To settle this Debt Reduction Amount, the Company and the investor entered into three separately negotiated exchange agreements, pursuant to which the remaining balance of the March 2020 Note was partitioned into three new notes (the “Partitioned Notes”). The Company and the investor exchanged the Partitioned Notes for approximately 4.3 million shares of common stock. As a result of these exchanges, there was no outstanding balance on the March 2020 Note at May 31, 2021. In connection with extinguishment of the March 2020 Note, the Company analyzed the restructured note for potential requirement of debt extinguishment accounting under ASC 470, Debt Modifications and Extinguishments Long-term Convertible Note—July 2020 Note On July 29, 2020, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured convertible promissory note with a two-year term to an institutional accredited investor in the initial principal amount of $28.5 million (the “July 2020 Note”). The Company received consideration of $25.0 million, reflecting an original issue discount of $3.4 million and issuance costs of $0.1 million. The July 2020 Note was secured by all the assets of the Company, excluding the Company’s intellectual property. The July 2020 Note accrued interest at an annual rate of 10% and was convertible into shares of common stock at a conversion rate of $10.00 per share. The July 2020 Note provided for conversion in whole, or in part, of the outstanding balance, at any time beginning six months following the issue date upon five Derivatives and Hedging de minimis The investor had the right to redeem any portion of the July 2020 Note, at any time beginning six months following the issue date, upon three noted above, during the quarter ended November 30, 2020, the Company issued the November 2020 Note to an affiliate of the holder of the March 2020 and July 2020 Notes, which obligates the Company to reduce the aggregate outstanding note balances held by the investor by the Debt Reduction Amount beginning in the month of November 2020. The Company agreed to use commercially reasonable efforts to file a Registration Statement on Form S-3 with the SEC by September 15, 2020, to register approximately 2.9 million shares of common stock, the number of shares estimated to be required to convert the entire principal and interest balance of the July 2020 Note. The Form S-3 (Registration No. 333-248823) was declared effective on September 25, 2020. The original issue discount of $3.4 million related to the July 2020 Note was recorded as a discount on the July 2020 Note and the discount has been amortized over the term of the July 2020 Note. Amortization of debt discounts and issuance costs during the fiscal year ended May 31, 2021 amounted to approximately $3.5 million, recorded as interest expense and loss on extinguishment in the accompanying consolidated statement of operations. Interest expense for the year ended May 31, 2021 approximately $1.9 million. From January 29, 2021 April 30, 2021 The embedded conversion feature in the July 2020 Note was analyzed under ASC 815, Derivatives and Hedging, de minimis In connection with the extinguishment of the July 2020 Note, the Company analyzed the restructured note for potential requirement of debt extinguishment accounting under ASC 470, Debt Modifications and Extinguishments Long-term Convertible Note—November 2020 Note On November 10, 2020, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured convertible promissory note with a two-year term to an institutional accredited investor affiliated with the holder of the March 2020 and July 2020 Notes in the initial principal amount of $28.5 million (the “November 2020 Note”). The Company received consideration of $25.0 million, reflecting an original issue discount of $3.4 million and issuance costs of $0.1 million. The November 2020 Note is secured by all the assets of the Company, excluding the Company’s intellectual property. Interest accrues on the outstanding balance of the November 2020 Note at an annual rate of 10%. Upon the occurrence of an event of default, interest will accrue at the lesser of 22% per annum or the maximum rate permitted by applicable law. In addition, upon any event of default, the investor may accelerate the outstanding balance payable under the November 2020 Note; upon such acceleration, the outstanding balance will increase automatically by 15%, 10% or 5%, depending on the nature of the event of default. The events of default are listed in Section 4 of the November 2020 Note, which can be accessed through the Exhibit Index in this Form 10-K. The investor may convert all or any part the outstanding balance of the November 2020 Note into shares of common stock at an initial conversion price of $10.00 per share upon five The investor may redeem any portion of the November 2020 Note, at any time beginning six months after the issue date, upon three three 15 Debt Modifications and Extinguishments Pursuant to the terms of the securities purchase agreement and the November 2020 Note, the Company must obtain the investor’s consent before assuming additional debt with aggregate net proceeds to the Company of less than $25.0 million. In the event of any such approval, the outstanding principal balance of the November 2020 Note will increase automatically by 5% upon the issuance of such additional debt. The Company filed a Registration Statement on Form S-3 (Registration No. 333-252154) with the SEC on January 15, 2021, which was declared effective on January 22, 2021, registering a number of shares of common stock sufficient to convert the entire principal balance of the November 2020 Note. The embedded conversion feature in the November 2020 Note was analyzed under ASC 815, Derivatives and Hedging, de minimis During the fiscal year ended May 31, 2021, in satisfaction of the December 2020 Debt Reduction Amount, the Company and the investor entered into a separately negotiated exchange agreement, pursuant to which the November 2020 Note was partitioned into a new note (the “December 2020 Partitioned Note”) with a principal balance equal to $7.5 million. The outstanding balance of the November 2020 Note was reduced by the December 2020 Partitioned Note, and the Company and the investor exchanged the December 2020 Partitioned Note for approximately 2.2 million shares of the Company’s common stock. In satisfaction of the May 2021 Debt Reduction Amount, the Company and the investor entered into two separately negotiated exchange agreements, pursuant to which the November 2020 Note was partitioned into two new notes (the “May 2021 Partitioned Notes”) with a principal balance equal to an aggregate of $7.5 million. The outstanding balance of the November 2020 Note was reduced by the May 2021 Partitioned Notes, and the Company and the investor exchanged the May 2021 Partitioned Notes for approximately 4.2 million shares of the Company’s common stock. In connection with the December 2020 Partitioned Note and the May 2021 Partitioned Notes, the Company analyzed the restructured note for potential requirement of debt extinguishment accounting under ASC 470, Debt Modifications and Extinguishments Amortization of debt discounts and issuance costs associated with the November 2020 Note during the fiscal year ended May 31, 2021 amounted to approximately $2.3 million recorded as interest expense and loss on extinguishment in the consolidated statement of operations. The unamortized discount and issuance costs balance for the November 2020 Note is approximately $1.2 million as of May 31, 2021. The accrued interest balance for the November 2020 Note is approximately $1.3 million as of May 31, 2021 resulting from approximately $1.3 million of interest expense for the fiscal year ended May 31, 2021. The outstanding balance on the November 2020 Note, including accrued interest, was approximately $13.6 million as of May 31, 2021. On June 11, 2021, June 21, 2021 and June 30, 2021, in satisfaction of the June 2021 Debt Redemption Amount, the Company and the investor entered into separately negotiated exchange agreements, pursuant to which the November 2020 Note was partitioned into new notes (the “June 2021 Partitioned Notes”) with a principal balance equal to $6.0 million. The Company and the holder of the November 2020 Note agreed to defer the remaining $1.5 million June 2021 Debt Redemption Amount. The outstanding balance of the November 2020 Note was reduced by the June 2021 Partitioned Notes, and the Company and the investor exchanged the June 2021 Partitioned Notes for approximately 4.2 million shares of the Company’s common stock. Following these payments, the outstanding balance on the November 2020 Note, including accrued interest, was approximately $7.9 million. On July 14, 2021 and July 27, 2021, in satisfaction of the July 2021 Debt Reduction Amount, the Company and the November 2020 Note holder entered into exchange agreements, pursuant to which the November 2020 Note was partitioned into new notes (the “July 2021 Partitioned Notes”) with a principal amount equal to $4.0 million. The Company and the holder of the November 2020 Note agreed to defer the r |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
May 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 6. 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 if there is a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange, whereby a 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 warrant holder 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, Distinguishing Liabilities from Equity, Derivatives and Hedging, The following table summarizes the fair value of the warrant derivative liability and related common shares as of inception date (September 15, 2016), May 31, 2019 and May 31, 2020 (in thousands): Shares Derivative Inception date September 15, 2016 7,733 $ 5,179 Change in fair value of derivative liability — (4,777) Balance May 31, 2019 7,733 402 Change in fair value of derivative liability — 11,547 Fair value of warrants exercised 7,733 (11,949) Balance May 31, 2020 — $ — Changes in the fair value of the derivative liability are reported as “Change in fair value of derivative liabilities” in the Consolidated Statements of Operations. During the fiscal years ended May 31, 2020 and May 31, 2019 the Company recognized a non-cash (loss) gain of approximately ($11.5) million and $0.9 million, respectively, due to the changes in the fair value of the liability associated with such classified warrants. ASC 820, Fair Value Measurement, The Company estimated the fair value of the warrant derivative liability as of inception date (September 15, 2016), and May 31, 2019 using the following assumptions: September 15, 2016 May 31, 2019 Fair value of underlying stock $ 0.78 $ 0.39 Risk free rate 1.20 % 1.94 % Expected term (in years) 5 2.29 Stock price volatility 106 % 61 % Expected dividend yield — — Probability of fundamental transaction 50 % 50 % Probability of holder requesting cash payment 50 % 50 % Due to the fundamental transaction provision contained in the warrants, 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 rates and management’s assumptions related to the fundamental transaction provisions. As described in Note 5 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 dates of November 15, 2018, and January 30, 2019, and on May 31, 2019: May 31, 2019 November 15, January 30, June 2018 January 2019 2018 2019 Note 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 % As discussed above, the June 2018 and January 2019 Notes were fully satisfied and there is no outstanding balance as of May 31, 2021 or May 31, 2020. The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018 and January 30, 2019, and May 31, 2019 (in thousands): Derivative liability Net proceeds Inception date May 31, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000 $ 1,285 $ 847 Inception date January 2019 Note, January 30, 2019 5,000 1,465 1,158 Total $ 2,005 The Company recognized approximately $2.0 million and $0.4 million of non-cash gain, due to the changes in the fair value of the liability associated with such classified redemption provision for the fiscal year ended May 31, 2020 and May 31, 2019, respectively. There was no gain or loss for the fiscal year ended May 31, 2021, as the notes were fully satisfied during the fiscal year ended May 31, 2020. |
Equity Awards and Warrants
Equity Awards and Warrants | 12 Months Ended |
May 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Awards and Warrants | N The Company has one active stock-based equity plan at May 31, 2021, the CytoDyn Inc. Amended and Restated 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”). In September 2020, the stockholders approved the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan to increase the number of shares available for issuance from 25 million to 50 million shares, among other amendments. The total number of shares available to be issued will increase on the first day of each fiscal year in an amount equal to 1% of the total outstanding shares on the last day of the prior fiscal year, and the term of the Plan was extended for an additional 10 years Stock Options and Other Equity Awards During the fiscal year ended May 31, 2021, the Company granted stock options, covering a total of approximately 2.3 million shares of common stock to non-executive employees and consultants, with exercise prices ranging between $2.02 and $6.15 per share. These stock option awards vest annually over three years ten-year During the fiscal year ended May 31, 2021, the Company issued approximately 2.6 million shares of common stock in connection with the exercise of stock options. The stated exercise prices ranged from $0.30 to $1.40 per share which resulted in aggregate gross proceeds of approximately $1.8 million to the Company. As of May 31, 2021 and May 31, 2020 approximately 12.8 million and 12.9 million vested stock options and approximately 5.8 million and 2.7 million unvested stock options were outstanding, respectively. Upon stockholder approval of the amended 2012 Plan in September 2020, the Company issued to executives of the Company non-qualified stock options covering 3.35 million shares of common stock, time-vested restricted stock units (“RSUs”) covering 1.12 million shares of common stock, and performance-based RSUs (“PSUs”) covering 4.35 million shares of common stock (the “September 2020 Performance Shares”). The stock options have a per share exercise price of $3.12, grant date fair value of $2.12 per share, and vest in three three years four Warrants During the fiscal year ended May 31, 2021, the Company issued compensatory warrants covering a total of approximately 0.1 million shares of common stock to consultants. The warrants have a five-year term and an exercise price of $3.07. The grant date fair value of these warrants was $2.11 per share. During the fiscal year ended May 31, 2021, the Company issued approximately 27.3 million shares of common stock in connection with the exercise of an equal number of warrants. The stated exercise prices ranged from $0.30 to $1.35 per share, which resulted in aggregate gross proceeds of approximately $19.4 million. Additionally, during the fiscal year ended May 31, 2021, the Company issued approximately 10.6 million shares of common stock in connection with the cashless exercise of approximately 11.7 million warrants with stated exercise prices ranging from $0.40 to $1.35. In connection with various private warrant exchange agreements during the fiscal year ended May 31, 2021, the Company issued approximately 37.1 million shares of common stock in connection with the exercise of approximately 34.1 million warrants. See Note 11. Compensation expense related to stock options and warrants for the fiscal years ended May 31, 2021, May 31, 2020 and May 31, 2019 was approximately $8.8 million, $6.5 million and $3.4 million, respectively. The grant date fair value of options and warrants vested during the fiscal years ended May 31, 2021, May 31, 2020, and May 31, 2019 was approximately $4.7 million, $3.3 million, and $2.1 million, respectively. As of May 31, 2021, there was approximately $8.2 million of unrecognized compensation expense related to share-based payments for unvested options, which is expected to be recognized over a weighted-average period of approximately 1.46 years. The following table represents stock option and warrant activity for the years ended May 31, 2020 and May 31, 2021: Weighted average Weighted remaining Aggregate Number of average contractual intrinsic shares exercise price life in years value Options and warrants outstanding May 31, 2019 178,592 $ 0.71 3.66 $ 896 Granted 57,720 $ 0.47 — — Exercised (101,853) $ 0.56 — — Forfeited, expired, and cancelled (3,099) $ 0.74 — — Options and warrants outstanding May 31, 2020 131,360 $ 0.65 5.79 $ 302,961 Granted 7,036 $ 3.82 — — Exercised (75,735) $ 0.59 — — Forfeited, expired, and cancelled (1,088) $ 1.66 — — Options and warrants outstanding May 31, 2021 61,573 $ 0.95 4.40 $ 68,756 Outstanding exercisable May 31, 2021 55,713 $ 0.78 3.98 $ 67,151 |
Acquisition of Patents and Inta
Acquisition of Patents and Intangibles | 12 Months Ended |
May 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition of patents and intangibles | Note 8. Acquisition of Patents and Intangibles The following presents intangible assets activity, inclusive of patents (in thousands): May 31, 2021 2020 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition, net of impairment 2,926 15,126 Website development costs 20 20 Gross carrying value 6,446 18,646 Accumulated amortization, net of impairment (4,793) (5,190) Total amortizable intangible assets, net $ 1,653 $ 13,456 Amortization expense related to all intangible assets for the fiscal year ended May 31, 2021, May 31, 2020, and May 31, 2019 was approximately $1.8 million, $2.0 million and $1.2 million, respectively. The following table summarizes the estimated aggregate future amortization expense related to the Company’s intangible assets with finite lives as of May 31, 2021 (in thousands): Fiscal Year Amount 2022 $ 669 2023 384 2024 85 2025 85 Thereafter 430 Total $ 1,653 The Company consummated an asset purchase on October 16, 2012, and paid $3.5 million for certain assets, including intellectual property, certain related licenses and sublicenses, FDA filings and various forms of the leronlimab (PRO 140) drug substance. The Company followed the guidance in ASC 805, Business Combinations, ten years On November 16, 2018, the Company completed the acquisition of substantially all the assets of ProstaGene, LLC (“ProstaGene”), a biotechnology start-up company, which included patents related to clinical research, a proprietary CCR5 algorithm technology for early cancer diagnosis, and a noncompetition agreement with ProstaGene’s founder and Chief Executive Officer, Richard G. Pestell. The Company accounted for the ProstaGene acquisition as an asset acquisition under ASC 805-10-55, Business Combinations, A summary of the net purchase price and allocation to the acquired assets is as follows (in thousands): ProstaGene, LLC CytoDyn Inc. equity $ 11,558 Acquisition expenses 741 Release of deferred tax asset 2,827 Total cost of acquisition $ 15,126 Intangible assets $ 15,126 Other — Allocation of acquisition costs $ 15,126 Assets acquired from ProstaGene included (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 approximated the consideration paid. The Company did not assume any liabilities. The fair value of the technology acquired was identified using the Income Approach. The fair value of the patents acquired is identified using the Cost to Reproduce Method. The fair value of the noncompetition agreement acquired was identified using the Residual Value Method. Goodwill was not recorded as the transaction represented 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 was recorded as a cost of the acquisition. The Company concluded a five-day arbitration hearing on March 19, 2021 concerning a claim by ProstaGene for approximately 3.1 million shares of common stock that the Company withheld for damages incurred by the Company in connection with the acquisition of the proprietary algorithm intangible asset from ProstaGene in November 2018. Expert testimony and report during the arbitration hearing revealed the stage of development was low, among other issues, and projected the technology would require a sizable amount of incremental capital and development time to advance towards a possible monetization. Based on this expert testimony and report, it was management’s conclusion the net carrying value of the proprietary algorithm is fully impaired. As such, the Company recorded an intangible asset impairment charge of approximately $10.0 million during the quarter ended February 28, 2021 resulting from the write-off of the allocated purchase price of $12.2 million and $2.2 million of associated accumulated amortization. In connection with the ProstaGene purchase transaction, the Company entered into a Stock Restriction Agreement with Dr. Pestell, (the “Stock Restriction Agreement”), restricting the transfer of approximately 8.3 million shares of common stock (the “Restricted Shares”) issued to Dr. Pestell. The Stock Restriction Agreement provided that, in the event Dr. Pestell’s employment with the Company were terminated by Dr. Pestell other than for Good Reason or by the Company for Cause, as defined in Dr. Pestell’s employment agreement with the Company, the Company would have an option to repurchase the Restricted Shares from Dr. Pestell at a purchase price of $0.001 per share. The Restricted Shares were to vest and be released from the Stock Restriction Agreement in three equal annual installments commencing on November 16, 2019. On July 25, 2019, the Board terminated the employment of Dr. Pestell prior to the vesting of any of the Restricted Shares. The Restricted Shares are subject to litigation between the Company and Dr. Pestell. See Note 10. As of May 31, 2021 and May 31, 2020, the Company has recorded and is amortizing $4.6 million of intangible assets in the form of patents attributable to the leronlimab acquisition and the ProstaGene transaction. The Company estimates the acquired patents have an estimated life of ten years |
License Agreements
License Agreements | 12 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License Agreements | Note 9. License Agreements The Company has two license agreements with a third-party licensor covering the licensor’s “system know-how” technology with respect to the Company’s use of proprietary cell lines to manufacture new leronlimab material. The Company accrues annual license fees of £0.6 million (approximately $0.8 million based on current exchange rates), which fees are payable annually in December. Future annual license fees and royalty rate will vary depending on whether the Company manufactures leronlimab, utilizes the third-party licensor as a contract manufacturer, or utilizes an independent party as a contract manufacturer. The licensor does not charge an annual license fee when it serves as the manufacturer. In addition, the Company will incur royalties of up to 0.75% to 2.0% of net sales, depending on who serves as the manufacturer, when the Company commences its first commercial sale, which will continue as long as the license agreement is maintained. For the fiscal years ended May 31, 2021 and May 31, 2020 the Company recorded a prepaid asset of approximately $0.1 million related to this arrangement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Commitments with Samsung BioLogics Co., Ltd. (“Samsung”) In April 2019, the Company entered into an agreement with Samsung, pursuant to which Samsung will perform technology transfer, process validation, manufacturing and supply services for the commercial supply of leronlimab effective through calendar year 2027. In 2020, the Company entered into an additional agreement, pursuant to which Samsung will perform technology transfer, process validation, vial filling and storage services for clinical, pre-approval inspection, and commercial supply of leronlimab. Samsung is obligated to procure necessary raw materials for the Company and manufacture a specified minimum number of batches, and the Company is required to provide a rolling three-year Fiscal Year Amount 2022 $ 46,961 2023 96,126 2024 58,528 2025 7,200 Total $ 208,815 Commitments with Contract Research Organization (“CRO”) The Company has entered into project work orders, as amended, for each of our clinical trials with our 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 that would become payable to the CRO. Conditioned upon the form of termination of any one trial, the financial penalties may range up to approximately $3.4 million. In the remote circumstance that the Company would terminate all clinical trials, the collective financial penalties may range from a low of approximately $2.0 million to an approximate high of approximately $3.7 million. Operating Leases We lease our principal office location in Vancouver, Washington and office in Fort Lauderdale, Florida. The Vancouver and Fort Lauderdale leases expire on April 30, 2026 and on March 31, 2022, respectively. The Fort Lauderdale office is currently being sublet to a tenant. Consistent with the guidance in ASC 842, we have recorded the leases in our consolidated balance sheet as operating leases. For the purpose of determining the ROU asset and associated lease liability, we determined that the renewal of the Vancouver lease was reasonably probable. The leases of our Vancouver and Fort Lauderdale offices do not include any restrictions or covenants requiring special treatment under ASC 842. During the fiscal years ended May 31, 2021 and 2020, we recognized $0.3 million and $0.2 million of operating lease costs. The following table summarizes the presentation of the operating in our consolidated balance sheet at May 31, 2021 and 2020 (in thousands): May 31, 2021 2020 Assets Right of use asset $ 712 $ 176 Liabilities Current operating lease liability $ 175 $ 115 Non-current operating lease liability 552 63 Total operating lease liability $ 727 $ 178 The minimum (base rental) lease payments reconciled to the carrying value of the operating lease liabilities as of May 31, 2021 are expected to be as follows (in thousands): Fiscal Year Amount 2022 $ 202 2023 225 2024 175 2025 180 2026 183 Total operating lease payments 965 Less imputed interest (238) Present value of operating lease liabilities $ 727 Legal Proceedings The Company is a party to various legal proceedings. The Company recognizes accruals for such proceedings to the extent a loss is determined to be both probable and reasonably estimable. The best estimate of a loss within a possible range is accrued; however, if no estimate in the range is more probable than another, then the minimum amount in the range is accrued. If it is determined that a material loss is not probable but reasonably possible and the loss or range of loss can be estimated, the possible loss is disclosed. It is not possible to determine the outcome of proceedings that have not been concluded, including the defense and other litigation-related costs and expenses that may be incurred by the Company, as the outcomes of legal proceedings are inherently uncertain, and the outcomes could differ significantly from recognized accruals. Therefore, it is possible that the ultimate outcome of any proceeding, if in excess of a recognized accrual, or if an accrual had not been made, could be material to the Company’s consolidated financial statements. As of May 31, 2021, the Company recorded legal accruals of approximately $10.6 million related to the outcomes of the matters described below. The Company did not record any accruals as of May 31, 2020 Delaware Shareholder Derivative Lawsuit On April 24, 2020, certain stockholders of the Company (the “Plaintiffs”) filed a derivative action in the Delaware Court of Chancery (the “Delaware Court”), alleging claims for breach of fiduciary duty and unjust enrichment against the Company’s CEO, former CFOs, CMO, and certain current and former members of the Board (the “Defendants”), in connection with certain equity awards to these individuals granted in December 2019 and January 2020 (the “December 2019 Awards”). The Company was named a nominal defendant in the lawsuit. The Plaintiffs demanded the rescission of the December 19 Awards, a finding that the named directors breached their fiduciary duty to the Company, and an unspecified amount of damages. The Company appointed a Special Litigation Committee (the “SLC”), consisting solely of independent directors not named in the complaint, to investigate the allegations in the complaint. On December 15, 2020, the Defendants reached an agreement in principle with the SLC (collectively, “Parties”) to resolve the lawsuit. On December 18, 2020, the Parties executed a memorandum of understanding outlining the key terms of their agreement. On January 27, 2021, the Parties entered into a proposed Stipulation and Agreement of Compromise, Settlement, and Release (the “Stipulation”) to settle the derivative action. Pursuant to the Stipulation, the current directors agreed to implement a series of corporate governance reforms related to director and executive officer compensation and certain Defendants agreed to forfeit a substantial portion of the December 2019 Awards following approval of the settlement by the Delaware Court, in exchange for a release of claims and the dismissal of the derivative action with prejudice. The corporate governance reforms to be implemented pursuant to the Stipulation comprised: • exploring the addition of a new director who meets NASDAQ standards for independence; • reconstitution of the Compensation Committee to consist of at least three independent directors; and • adoption of a five-year executive officer and director compensation policy requiring the Compensation Committee to: • develop and approve compensation, • retain and receive written recommendations of an independent compensation advisor to assist the Compensation Committee with the determination of the types and levels of compensation; • perform at a minimum an annual assessment of compensation levels and structure of its peer group based on discussions with its independent compensation advisor with regard to relevance, in particular, companies in the same industry and of similar market capitalization; • only determine compensation on an annual basis with the exception of new additions, promotions, or exceptional circumstances as determined by the Compensation Committee; and • adopt a prohibition on bonuses for nonemployee directors based on Company performance. The Board appointed a new director, expanded the membership of the Compensation Committee, and approved the executive officer and director compensation policy as described above effective prior to the deadline set forth in the Stipulation. The December 2019 Awards were forfeited effective June 4, 2021 as follows: 100% of the December 19 Awards to Michael A. Klump, Jordan G. Naydenov, and David F. Welch, Ph.D., covering 2.25 million shares, 60% of the December 2019 Award to Scott A. Kelly, M.D., covering 0.75 million shares; and 100% of the warrant to acquire 2.0 million shares issued to Nader Z. Pourhassan, Ph.D. In addition, Dr. Pourhassan forfeited vested options to purchase approximately 0.4 million shares from the December 2019 Awards. The Delaware Court held hearings on April 19 and June 4, 2021, and approved the Stipulation at the hearing on June 4, 2021. On March 19, 2021, the Plaintiffs filed a brief agreeing to the proposed settlement and seeking an award of approximately $4.1 million for bringing the lawsuit. Plaintiff’s demand was based on the claimed value or benefit to the Company and its stockholders from the value of the forfeited equity awards, in addition to the time incurred by the Plaintiffs’ attorneys with regard to this action. On April 8, 2021, the SLC filed a brief opposing the Plaintiffs’ motion contending that the amount of the award demanded was not legally supported. Following a hearing on June 4, 2021, the Delaware Court issued a ruling granting the Plaintiffs’ fee application in the amount of $3.0 million, inclusive of expenses, for which the Company fully accrued as of May 31, 2021. September 2020 Washington Shareholder Derivative Lawsuit On September 10, 2020, the same Plaintiffs as in the Delaware Shareholder Derivative Lawsuit filed another derivative action against CEO Nader Z. Pourhassan, Ph.D. claiming that he had violated Section 16(b) of the Securities Exchange Act of 1934 with respect to certain personal stock transactions in the Company’s stock. The parties filed cross-motions to dismiss. On March 12, 2021, the U.S. District Court for the Western District of Washington (the “U.S. District Court”) granted Dr. Pourhassan’s motion to dismiss with prejudice. On April 9, 2021, the Plaintiffs filed a Notice of Appeal to the Ninth Circuit Court of Appeals appealing the decision of the U.S. District Court. The Plaintiffs filed their opening brief with the Ninth Circuit on July 8, 2021. Placement Agent Arbitration Claim On April 29, 2020, Torreya Capital LLC (“Torreya”) filed an arbitration claim against the Company demanding payment of a transaction fee in the amount of $0.6 million plus attorney fees, for the Company’s alleged failure to pay a transaction fee to Torreya under the terms of its engagement letter with the Company, and amended its claim on September 17, 2020 to add an additional transaction fee claim, increasing its demand to approximately $1.8 million. The Company denied Torreya’s contractual right to any fee under the terms of the engagement letter. The parties filed dispositive motions in August 2020 and September 2020, which the arbitrator denied on October 5, 2020. On February 18, 2021, a one-day arbitration hearing was held to determine Torreya’s right to approximately $1.8 million in transaction fees plus attorney fees. Closing briefs were filed on April 1, 2021. On April 22, 2021, the arbitrator ruled in favor of the Company, denied Torreya’s claim for any fees or legal costs and awarded the Company legal fees and costs of approximately $0.1 million. Pestell Employment Dispute On July 25, 2019, the Company’s Board terminated the employment of Dr. Pestell, the Company’s former Chief Medical Officer, for cause pursuant to the terms of Dr. Pestell’s employment agreement. On August 22, 2019, Dr. Pestell filed a lawsuit in the U.S. District Court for the District of Delaware (Pestell v. CytoDyn Inc., et al.), against the Company, its Chief Executive Officer and the Chairman of the Board, alleging breach of the employment agreement, a failure to pay wages and defamation, among other claims, and seeking damages related to severance entitlements for a non-cause termination under the employment agreement and a stock restriction agreement, among other relief. The treatment of those entitlements, including severance and approximately 0.4 million unvested stock options and 8.3 shares of unvested restricted common stock, in each case granted or issued on November 16, 2018 and which vest ratably over three years ProstaGene Arbitration On March 19, 2021, the Company concluded a five-day arbitration hearing concerning a claim by ProstaGene and counterclaims by the Company for approximately 3.1 million shares of the Company’s common stock held in escrow as holdback stock pursuant to the transaction agreement for the acquisition of certain intangible assets from ProstaGene in November 2018. The Company recognized a full impairment charge against the net carrying value of a certain acquired intangible asset in the quarter ended February 28, 2021. See Note 8 of the Notes to Consolidated Financial Statements included herein above. Notwithstanding the foregoing, ProstaGene also sought monetary damages, in an amount to be determined by the arbitration panel, including any lost value in stock price and its attorney fees and costs. Post-hearing briefing concluded mid-May 2021. The Company disputed ProstaGene’s claim and has vigorously defended against that claim, and the Company believes its counterclaims are meritorious and had vigorously prosecuted its counterclaims. Nonetheless, on July 2, 2021, an arbitration panel determined that ProstaGene is entitled to release of the Shares, as well as a cash monetary award in the amount of approximately $6.2 million, plus interest, fees and costs estimated to total approximately $1.4 million. The Company satisfied the arbitration award obligations in July 2021. Securities Class Action Lawsuit s On March 17, 2021, a stockholder filed a putative class-action lawsuit in the U.S. District Court against the Company and certain current and former officers. The complaint generally alleges that the defendants made false and misleading statements regarding the viability of leronlimab as a potential treatment for COVID-19. The plaintiff seeks a ruling that this case may proceed as a class action, and seeks unspecified damages and attorneys’ fees and costs. On April 9, 2021, a second stockholder filed a similar putative class-action lawsuit in the same court, which the plaintiff voluntarily dismissed without prejudice on July 23, 2021. Motions to appoint a lead plaintiff for the lawsuit are pending. The Company and the individual defendants deny any allegations of wrongdoing in the complaint and intend to vigorously defend the matter. In light of the fact that this case is in its early stage, the number of plaintiffs are not known, and the claims do not specify an amount of damages, the Company cannot predict the ultimate outcome of the lawsuit and cannot reasonably estimate the potential loss or range of loss that the Company may incur. June 2021 Washington Shareholder Derivative Lawsuits On June 4, 2021, a purported shareholder derivative lawsuit was filed against certain of the Company’s current and former officers, certain board members, and the Company as a nominal defendant, in the U.S. District Court (“First Derivative Suit”). The complaint generally alleges that the director defendants breached fiduciary duties owed to the Company by allowing the Company to make false and misleading statements regarding the viability of leronlimab as a potential treatment for COVID-19 and by failing to maintain an adequate system of oversight and internal controls. The complaint asserts claims against one or more individual defendants for breach of fiduciary duty, waste of corporate assets, and unjust enrichment, and seeks to recover on behalf of the Company for any liability the Company incurs as a result of the individual defendants’ alleged misconduct. The complaint also seeks contribution on behalf of the Company from certain individual defendants for their alleged violations of federal securities laws. The complaint seeks declaratory and equitable relief, an unspecified amount of damages, and attorneys’ fees and costs. On June 25, 2021, a second shareholder derivative lawsuit was filed against the same defendants in the same court (“Second Derivative Suit”, and together with the First Derivative Suit, “Derivative Suits”), which includes allegations and claims similar to those made in the First Derivative Suit, adds claims against certain individual defendants based on allegedly false and misleading proxy statement disclosures and for breach of fiduciary duty arising from alleged insider trading, and seeks similar relief as the First Derivative Suit. The Company and the individual defendants deny any allegations of wrongdoing in the complaints and intend to vigorously defend the litigation. In light of the fact that these cases are in their early stages and the claims do not specify an amount of damages, the Company cannot predict the ultimate outcome of the Derivative Suits and cannot reasonably estimate the potential loss or range of loss that the Company may incur . Securities and Exchange Commission and Department of Justice Investigations The Company has received subpoenas from the United States Securities and Exchange Commission requesting documents and information concerning, among other matters, leronlimab, the Company’s public statements regarding the use of leronlimab as a potential treatment for COVID-19 and related communications with the FDA, investors, and others, and trading in the securities of CytoDyn. The SEC has informed the Company that this inquiry should not be construed as an indication that any violations of law have occurred or that the SEC has any negative opinion of any person, entity or securities trading activity. In addition, the Company and certain of its executives have received subpoenas in connection with an investigation being conducted by the United States Department of Justice. The subpoenas seek testimony and/or records concerning, among other matters, leronlimab, the Company’s public statements regarding the use of leronlimab as a potential treatment for COVID-19 and related communications with the FDA, investors, and others, and trading in the securities of CytoDyn. The Company is cooperating fully with these non-public, fact-finding investigations, and as of the date of this filing, the Company is unable to predict the ultimate outcome and cannot reasonably estimate the potential possible loss or range of loss, if any . |
Public Warrant Tender Offerings
Public Warrant Tender Offerings | 12 Months Ended |
May 31, 2021 | |
Public Warrant Tender Offers [Abstract] | |
Public Warrant Tender Offers | Note 11. Public Warrant Tender Offers During June 1, 2019 to July 31, 2019, the Company conducted two public warrant tender offers, in which accredited investors purchased common stock at either $0.30 or $0.40 per share. Pursuant to the offers, the Company sold a total of approximately 45.4 million shares of common stock, $0.001 par value, for aggregate gross proceeds of approximately $11.9 million. The Company paid placement agent fees of approximately $1.1 million for services in connection with the tender offers. The Company also recorded a non-cash inducement interest expense of approximately $2.4 million in connection with the tender offers. |
Private Equity Securities Offer
Private Equity Securities Offerings | 12 Months Ended |
May 31, 2021 | |
Text Block [Abstract] | |
Private Equity Securities Offerings | Note 12. Private Equity Securities Offerings On March 20, 2019, the Company issued in private placements to accredited investors an aggregate of 3,246 shares of its Series C Preferred Stock, together with warrants to purchase an aggregate of up to approximately 3.9 million shares of its common stock, with an initial exercise price of $0.50 per share, for aggregate gross proceeds to the Company of approximately $3.2 million. In connection with the private placement, the Company issued and sold to certain lead investors additional warrants to purchase an aggregate of up to 1.0 million shares of Common Stock, on identical terms to the other warrants issued to investors. On August 29, 2019 the Company issued the remaining 1,754 shares of Series C Preferred Stock at $1,000.00 per share for cash proceeds totaling approximately $1.5 million, net of placement agent fees and legal fees totaling approximately $0.2 million. During the three months ended August 31, 2019, in connection with a Series C convertible preferred offering, as fully described in Note 4, the Company issued common stock warrants covering a total of approximately 2.6 million shares of common stock to investors. The investor warrants have a five-year On October 11, 2019, the Company amended its certificate of designation to authorized an increase in authorized Series C Preferred Stock from 5,000 shares to 20,000 shares. Between October 21, 2019 and November 8, 2019, the Company issued an additional 2,788 shares of Series C Convertible Preferred Stock, and on December 6, 2020 the Company issued 415 shares of Series C Convertible Preferred Stock. On January 28, 2020, the Company further amended its Series C Certificate of Designation to reduce the number of authorized shares of Series C Preferred Stock from 20,000 shares to 8,203 shares, all of which remain outstanding as of May 31, 2020. During the year ended May 31, 2019, the Company conducted private equity offerings (the “2019 Equity Offerings”), in which accredited investors purchased unregistered shares of common stock at $0.50 per share with warrant coverage of 50% based on the number of shares purchased. Pursuant to the 2019 Equity Offerings, the Company sold a total of approximately 47.0 million shares for aggregate gross proceeds of approximately $23.5 million and issued five-year On July 31, 2019, the Company concluded a private warrant exchange in which accredited investors purchased unregistered shares of common stock at the lower of the stated exercise price on their warrant or $0.40 per share. The Company sold a total of approximately 7.5 million shares, as well as approximately 3.8 million additional shares as an inducement to exercise their warrants, for a total of approximately 11.3 million shares. Aggregate gross proceeds from the private warrant exchange were approximately $3.0 million. In conjunction with the private warrant exchange, the Company incurred a non-cash inducement interest expense of approximately $0.2 million and paid an aggregate cash fee of approximately $0.3 million to the placement agent. See Note 17. On December 20, 2019, the Company entered into a private warrant exchange in which certain accredited investors purchased unregistered shares of common stock at a range of $0.22 to $0.25 per share as compared to the stated exercise prices ranging from $0.45 to $0.75 per share. The Company sold approximately 3.4 million shares, as well as approximately 1.3 million additional shares as an inducement to exercise their warrants, for a total of approximately 4.7 million shares. Aggregate gross proceeds from the private warrant exchange were approximately $0.8 million. On December 30, 2019, the Company entered into a private warrant exchange in which certain accredited investors purchased unregistered shares of common stock at a reduced exercise price per share of $0.50 for any warrant with a stated exercise price greater than $0.50 per share and no discount for warrants with a stated exercise price equal to or less than $0.50 per share. The Company sold 2.2 million shares, as well as 0.5 million additional shares as an inducement to exercise their warrants, for a total of approximately 2.7 million shares. Aggregate gross proceeds from the private warrant exchange were approximately $1.1 million. On January 31, 2020, the Company issued 7,570 shares of Series D Convertible Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), at $1,000.00 per share for cash proceeds totaling approximately $7.6 million, net of offering costs of $4,645. On March 13, 2020, the Company entered into subscription agreements with certain investors for the sale of 882 shares of Series D convertible preferred stock at a purchase price of $1,000.00 per share (“March 13, 2020 offering”). The investors in the March 13, 2020 offering also received warrants to purchase approximately 0.3 million shares of common stock with an exercise price of $1.00 per share and a five-year During January 2020, the Company entered into a private warrant exchange in which certain accredited investors purchased unregistered shares of common stock at a reduced exercise price per share of $0.50 for any warrant with a stated exercise price greater than $0.50 per share and no discount for warrants with a stated exercise price equal to or less than $0.50 per share. The Company issued approximately 4.0 million shares, as well as approximately 0.4 million additional shares as an inducement to exercise their warrants, for a total of approximately 4.4 million shares. Aggregate gross proceeds from the private warrant exchange were approximately $1.9 million. On February 28, 2020, the Company entered into a private warrant exchange in which certain accredited investors purchased unregistered shares of common stock at a range of $0.18 to $0.45 per share as compared to the stated exercise prices on their warrants, which ranged from $0.30 to $0.75 per share. The Company issued approximately 7.8 million shares, as well as approximately 0.8 million additional shares as an inducement to exercise their warrants, for a total of approximately 8.6 million shares. Aggregate gross proceeds from the private warrant exchange were approximately $2.2 million. On March 4, 2020, the Completed a private warrant exchange in which an accredited investor purchased shares of common stock at a price of $0.45 per share as compared to the stated exercise price of $0.75. The Company issued 80,000 shares, as well as 8,000 additional shares as an inducement to the investor to exercise the warrants, for a total of 88,000 shares, resulting in gross proceeds of approximately $36,000. For the fiscal year-ended May 31, 2020 the Company recorded non-cash inducement interest expense totaling approximately $5.5 million in connection with the private warrant exchange offerings. On June 17, 2020, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which the investors purchased shares of common stock at a range of $0.21 to $0.70 per share in exchange for warrants with exercise prices ranging from $0.35 to $1.35 per share. The Company issued approximately 16.5 million shares in exchange for approximately 16.5 million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately $7.4 million after offering costs of approximately $0.4 million. In connection with this transaction, the Company recognized approximately $3.3 million in non-cash inducement interest expense. On October 14, 2020, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which the investors purchased common stock at a range of $0.24 to $0.80 per share in exchange for warrants with exercise prices ranging from $0.30 to $1.00 per share. The Company issued approximately 7.0 million shares of common stock, $0.001 par value, in exchange for approximately 6.4 million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately $2.7 million. In connection with this transaction, the Company recognized approximately $2.2 million of non-cash inducement interest expense. On October 26, 2020, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which the investors purchased shares of common stock at a range of $0.24 to $0.60 per share in exchange for warrants with an exercise prices ranging from $0.30 to $0.75 per share. The Company issued approximately 5.0 million shares in exchange for approximately 4.5 million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately $1.6 million. In connection with this transaction, the Company recognized approximately $1.4 million of non-cash inducement interest expense. On November 30, 2020, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which the investors purchased shares of common stock at $0.60 per share in exchange for warrants with an exercise price of $0.75 per share. The Company issued approximately 0.5 million shares in exchange for 0.5 million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately $0.3 million. In connection with this transaction, the Company recognized approximately $0.2 million of non-cash inducement interest expense. On November 17, 2020, the Company sold approximately 0.67 million unregistered shares of common stock at a purchase price of $1.50 per share to Christopher P. Recknor, M.D., Chief Operating Officer, who was a non-executive at the time of the transaction, for aggregate proceeds to the Company of $1.0 million. The transaction was approved by the Board. See Note 17. On December 4, 2020, the Company entered into a privately negotiated warrant exchange agreement with an accredited investor, pursuant to which the investor purchased shares of common stock at $0.36 per share in exchange for warrants with an exercise price of $0.45 per share of common stock. The Company issued approximately 0.3 million shares of common stock, $0.001 par value, in exchange for approximately 0.3 million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately $0.1 million. In connection with this transaction, the Company recognized approximately $0.1 million of non-cash inducement interest expense. On December 8, 2020, the Company entered into a privately negotiated warrant exchange agreement with an accredited investor, pursuant to which the investor purchased shares of common stock at $0.24 per share in exchange for warrants with an exercise price of $0.30 per share. The Company issued approximately 2.0 million shares in exchange for approximately 1.9 million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately $0.4 million. In connection with this transaction, the Company recognized approximately $0.7 million of non-cash inducement interest expense. On January 28, 2021, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which the investors purchased unregistered shares of common stock at a range of $0.45 to $0.75 per share in exchange for warrants with exercise prices ranging from $0.90 to $1.50 per share. The Company issued approximately 3.6 million shares in exchange for approximately 2.5 million warrants to purchase common stock, which resulted in net aggregate proceeds of approximately $2.9 million. In connection with this transaction, the Company recognized approximately $3.4 million of non-cash inducement interest expense and approximately $0.1 million in offering costs. On March 18, 2021, the Company entered into a private warrant exchange in which an accredited investor purchased unregistered shares of common stock at a range of $0.60 to $0.90 per share in exchange for warrants with exercise prices ranging from $0.30 to $0.45 per share. The Company issued approximately 0.1 million shares of common stock, as well as approximately 0.1 million additional shares as an inducement to the investor to exercise the warrants, for a total of approximately 0.2 million shares. Aggregate gross proceeds from the private warrant exchange were approximately $0.1 million. In connection with this transaction, the Company recognized approximately $32,000 of non-cash inducement interest expense. On April 2, 2021, the Company entered into a private warrant exchange in which an accredited investor purchased unregistered shares of common stock at $0.90 per share in exchange for warrants with an exercise price of $0.45 per share. The Company issued approximately 0.8 million shares of common stock, as well as approximately 0.3 million additional shares as an inducement to the investor to exercise the warrants, for a total of approximately 1.1 million shares. Aggregate gross proceeds from the private warrant exchange were approximately $0.7 million. In connection with this transaction, the Company recognized approximately $0.1 million of non-cash inducement interest expense. As described in Note 5, a total of approximately 19.9 million shares of common stock were issued in exchange for the retirement of the March 2020 Note, the July 2020 Note, and partial repayment of a portion of the November 2020 Note during the fiscal year ended May 31, 2021. For the year-ended May 31, 2021 the Company recorded non-cash inducement interest expense of approximately $11.4 million in connection with the private warrant exchange offerings. |
Registered Direct Equity Offeri
Registered Direct Equity Offerings | 12 Months Ended |
May 31, 2021 | |
Text Block [Abstract] | |
Registered Direct Equity Offerings | Note 13. Registered Direct Equity Offerings From June 1, 2019 to November 30, 2019, the Company entered into subscription agreements with certain investors for the sale of approximately 19.1 million shares of common stock at purchase prices ranging between $0.30 and $0.40 per share in registered direct offerings, pursuant to a registration statement on Form S-3. The investors in these offerings also received warrants to purchase approximately 12.0 million shares of common stock with an exercise price of $0.45 per share and a five-year five-year On December 9, 2019, the Company entered into subscription agreements with certain investors for the sale of approximately 2.6 million shares of common stock at a purchase price of $0.30 per share in a registered direct offering, pursuant to a registration statement on Form S-3. The investors in this offering also received warrants to purchase 1.9 million shares of common stock with an exercise price of $0.45 per share and a five-year On December 13, 2019, the Company entered into subscription agreements with certain investors for the sale of approximately 2.4 million shares of common stock at a purchase price of $0.30 per share in a registered direct offering, pursuant to a registration statement on Form S-3. The investors in this offering also received warrants to purchase approximately 1.8 million shares of common stock with an exercise price of $0.45 per share and a five-year On December 23, 2019, the Company entered into subscription agreements for the sale of approximately 14.8 million shares of common stock and warrants to purchase up to an aggregate of approximately 7.4 million shares of common stock for a combined purchase price of $0.305 per share in a registered direct offering, pursuant to a registration statement on Form S-3. Each share of common stock was sold together with one |
Stock Grants to Employees
Stock Grants to Employees | 12 Months Ended |
May 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Grants to Employees | Note 14. Stock Grants to Employees On December 24, 2019, the Company issued a total of approximately 0.4 million shares of registered common stock to two executives in connection with the stock portion of their incentive compensation earned for the fiscal year ended May 31, 2018. The two executives simultaneously tendered back to the Company a total of approximately 0.1 million shares of the registered common stock to cover the income tax withholding requirements. On January 28, 2020, the Company awarded approximately 11.7 million performance shares to certain of its directors and executive officers outside of the 2012 Plan (“January 2020 Performance Shares”), which awards would vest and be settled in shares of common stock of the Company if the Company achieved FDA Breakthrough Therapy designation for cancer within six months On July 31, 2020, the Company awarded approximately 0.3 million shares of common stock to Nader Z. Pourhassan, Ph.D., Chief Executive Officer, of which approximately 0.2 million were tendered back to the Company to cover income tax withholding requirements. As a result, the Company incurred approximately $1.6 million in stock compensation expense. As described in Note 7 of these Notes to Consolidated Financial Statements, upon the September 30, 2020 stockholder approval of the Amended and Restated 2012 Stock Incentive Plan, the Company issued to executives of the Company non-qualified stock options covering 3.35 million shares of common stock, time-vesting restricted stock units (“RSUs”) covering 1.12 million shares of common stock and performance based RSUs (“PSUs”) covering 4.35 million shares of common stock. The RSUs vest equally over three years three years On October 16, 2020, in connection with the hiring of it’s previous Chief Science Officer, the Company granted 0.2 million RSUs vesting equally over three years |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
May 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | Note 15. Employee Benefit Plan The Company has an employee savings plan (the “401(k) Plan”) pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), covering all employees. The Company makes a qualified non-elective contribution of 3%, which vests immediately. In addition, participants in the 401(k) Plan may contribute a percentage of their compensation, but not greater than the maximum allowed under the Code. During the year ended May 31, 2021, May 31, 2020 and May 31, 2019, the Company incurred an expense of approximately $0.7 million, $0.1 million, and $0.1, million respectively, for qualified non-elective contributions. |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. 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, 2021, May 31, 2020 and May 31, 2019. Reconciliation of the federal statutory income tax rate of 21% for the years ended May 31, 2021, May 31, 2020 and May 31, 2019, to the effective income tax rate is as follows for all periods presented: Years ended May 31, 2021 2020 2019 Income tax provision at statutory rate: 21.0 % 21.0 % 21.0 % State income taxes net — — — Rate change — — — Loss on debt extinguishment — — (0.5) Derivative gain (loss) — (1.6) 0.6 Valuation allowance release from asset acquisition — — 4.8 Non-deductible debt issuance costs — (0.1) — Non-deductible interest on convertible notes (0.6) (1.2) (0.3) Inducement interest expense (1.5) (1.3) (0.1) Other — (0.3) — Credit carry forward generated (released) (0.1) (0.1) (3.8) Non-deductible loss on extinguishment of debt (2.6) — — Non-deductible debt discount amortization (0.6) (0.3) — IRC section 162(m) limitation (1.1) (2.4) — Stock compensation in excess of ASC 718 1.7 3.2 — Non-deductible legal settlement expense (1.2) (3.8) — Valuation allowance (15.0) (13.1) (16.9) Effective income tax rate 0.0 % 0.0 % 4.8 % Net deferred tax assets and liabilities are comprised of the following as of May 31, 2021 and 2020: May 31, 2021 2020 Deferred tax asset (liability) non-current: Net operating loss $ 74,258 $ 55,624 Credits 2,063 2,063 ASC 718 expense on NQO’s 5,510 4,069 Charitable contribution—carry forward 14 — Accrued vacation & payroll 87 112 ASC 842 lease accounting (3) — Inventory reserve 146 Accrued expenses 874 349 Fixed assets (0) (1) Amortization 396 373 Debt discount — — Basis difference in acquired assets (91) (2,483) Valuation allowance (83,254) (60,106) Deferred tax asset (liability) non-current $ — $ — Noncurrent asset (liabilities) 83,254 60,106 Valuation allowance (83,254) (60,106) Deferred tax asset (liability) non-current $ — $ — 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. As of May 31, 2021, May 31, 2020 and May 31, 2019 the Company had available net operating loss carry forwards of approximately $353.6 million, $264.9 million and $190.5 million, respectively, which expire beginning in 2023. The Company’s income tax returns remain subject to examination by all tax jurisdictions for tax years ended May 31, 2018 through 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17. Related Party Transactions The Board’s Audit Committee, composed of independent directors, or the full Board, reviews and approves all related party transactions. The terms and amounts described below are not necessarily indicative of the terms and amounts described below that would have been incurred had comparable transactions been entered into with independent parties. 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. 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 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 0.5 million shares and 0.1 million 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. In connection with the closing of the acquisition, the Company hired Richard Pestell, M.D., as its Chief Medical Officer. Prior to the acquisition Dr. Pestell was the holder of approximately 77.2% of the outstanding equity interests in ProstaGene and consequently held an indirect interest in (i) approximately 8.6 million of approximately 13.3 million shares of the Company’s common stock and (ii) approximately 4.2 million of 5.4 million shares of common stock, in each case held in escrow for the benefit of ProstaGene and its members, which were subject to being released ratably every six months eighteen-month 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 obtained the right to participate in the development and license of certain intellectual property created by Dr. Pestell, in connection with Dr. Pestell’s then ongoing research obligations to outside academic institutions. The Company also obtained 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 appointed Chairman of the Board. On December 19, 2018, the Compensation Committee of the Board approved an amendment to certain compensation arrangements for Mr. Caracciolo, pursuant to which his employment with the Company was 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 a total of 10 years On January 8, 2019, Argonne Trading LLC (“Argonne”), participated in the private placement of convertible promissory notes. See Note 5. Michael A. Klump, the manager of Argonne, was a director of the Company at the time of investment. Argonne purchased a convertible promissory note, in the aggregate principal amount of $0.5 million bearing interest at an annual rate of 10% and received a warrant covering 0.5 million 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 the investment was approved by the Board’s Audit Committee. On May 8, 2019, Dr. David F. Welch entered into exercise agreements for warrants beneficially owned by him, covering an aggregate of approximately 1.7 million shares of common stock and approximately 0.8 million additional shares. Additionally, Michael A. Klump entered into exercise agreements for warrants beneficially owned by him, covering an aggregate of approximately 3.6 million shares of common stock and approximately 1.8 million additional shares. Dr. Welch and Mr. Klump were members of the Board at the time of exercise and participated on terms identical to those applicable to other investors. See Note 12. On July 15, 2019, the Company entered into consulting agreements with two of its directors, Scott A. Kelly, M.D. in the capacity of non-executive Chief Science Officer, and David F. Welch, Ph.D., in the capacity of non-executive interim Strategy Advisor. Dr. Kelly’s agreement terminated on April 9, 2020 when he became the Company’s Chief Medical Officer as a full-time employee. On September 12, 2019, the Company and Dr. Welch agreed to amend his consulting agreement to eliminate any cash compensation (including previously earned entitlements) thereunder and in October 2019, the consulting agreement between Dr. Welch and the Company was terminated. The Company has issued stock options as compensation pursuant to the agreements, as follows: to Dr. Kelly for 0.75 million shares at an exercise price of $0.385 per share on September 12, 2019, and 0.2 million shares at an exercise price of $0.39 per share on October 7, 2019; and options to Dr. Welch for 0.25 million shares at an exercise price of $0.385 per share on September 12, 2019, and 0.2 million shares at an exercise price of $0.39 per share on October 7, 2019. The options granted on September 12, 2019 vested immediately upon issuance and have a 10 10 On June 12, 2019, the Company concluded a warrant tender offer (the “June 2019 Warrant Tender Offer”) for certain outstanding series of eligible warrants, offering the holders of such warrants the opportunity to amend and exercise their warrants at a reduced exercise price equal to the lower of (i) their respective existing exercise price or (ii) $0.40 per share. As an inducement to holders to participate in the June 2019 Warrant Tender Offer, the Company offered to issue to participating holders shares of common stock equal to an additional 50% of the number of shares issuable upon exercise of the eligible warrants (collectively, the “Additional Shares”). Dr. Kelly validly tendered warrants beneficially owned by him, covering an aggregate of 50,000 shares, and received 25,000 Additional Shares. Dr. Kelly participated on terms identical to those applicable to other holders in the June 2019 Warrant Tender Offer. On July 31, 2019, the Company concluded an additional warrant tender offer on terms identical to the June 2019 Warrant Tender Offer (the “July 2019 Warrant Tender Offer”). See Note 12. Dr. Welch tendered warrants beneficially owned by him, covering an aggregate of 1.0 million shares, and received 0.5 million Additional Shares. Dr. Welch participated on terms identical to those applicable to other holders in the July 2019 Warrant Tender Offer. See Note 12. On September 30, 2019, an entity controlled by Dr. Welch exchanged a 2019 Short-term Convertible Note in the principal amount of $1.0 million and accrued but unpaid interest of $75,343, for an exchange note in the principal amount of $1.1 million and a warrant to purchase 1.0 million shares of common stock. The entity controlled by Dr. Welch participated on similar terms to the other holders in the exchange. See Note 5. On October 8, 2019, an entity controlled by then director, Michael Klump, exchanged a 2019 Short-term Convertible Note in the principal amount of $0.5 million and accrued but unpaid interest of $37,397, for an exchange note in the principal amount of approximately $0.5 million and a warrant to purchase 0.5 million shares of common stock. The entity controlled by Mr. Klump participated on similar terms to the other holders in the exchange. See Note 5. On December 13, 2019, Jordan Naydenov, a director of the Company, participated in a registered direct equity offering. Mr. Naydenov purchased approximately 0.8 million shares of common stock and received warrants covering approximately 0.6 million shares. The terms and conditions of Mr. Naydenov’s $0.25 million investment were identical to those offered to other investors in this offering. See Note 12. On December 23, 2019, an entity controlled by Dr. Welch participated in a registered direct equity offering. The entity controlled by Dr. Welch purchased approximately 1.6 million shares of common stock and received warrants covering approximately 0.8 million shares. The terms and conditions of the $0.5 million investment made by the entity controlled by Dr. Welch were identical to those offered to other investors in the offering. See Note 12. On January 31, 2020, an entity controlled by Dr. Welch participated in the January 31, 2020 offering of Series D Preferred Stock. The entity controlled by Dr. Welch purchased 1,000 shares and received warrants covering 0.5 million shares of common stock. The terms and conditions of the $1.0 million investment made by the entity controlled by Dr. Welch were identical to those offered to other investors in this offering. See Note 12. On February 26, 2020, an entity controlled by Dr. Welch entered into a private warrant exchange in which the entity purchased shares of common stock for $0.18 per share as compared to the stated exercise price of the warrants of $0.30 per share. The entity purchased approximately 1.8 million shares of common stock, and received 0.2 million additional shares as an inducement to exercise its warrants, for a total of approximately 2.0 million shares. The terms and conditions of the approximate $0.33 million investment made by the entity were identical to those offered to other investors in this offering. See Note 12. On November 17, 2020, the Company conducted a private equity offering, in which Christopher Recknor, M.D., who was a non-executive at the time of the offering, purchased unregistered shares of common stock for $1.50 per share. Pursuant to the offering, the Company sold approximately 0.7 million shares to Dr. Recknor for aggregate proceeds of $1.0 million. The transaction was approved by the Board. See Note 12. On March 11, 2021, the Company appointed Christopher Recknor, its former Vice President, Clinical Operations, as its Chief Operating Officer (“COO”). The Center for Advanced Research & Education, LLC (“CARE”), owned by Dr. Christopher Recknor’s spouse, Julie Recknor, Ph.D., (and owned by Dr. Christopher Recknor until March 11, 2021) is one of several clinical locations for the Company’s ongoing NASH and COVID-19 long-hauler clinical trials, and was a clinical location for the Company’s completed Phase 2b/3 mild-to-moderate and severe-to-critical COVID-19 clinical trials. Dr. Julie Recknor serves as the Site Director of CARE and manages its day-to-day operations. The Company entered into a Clinical Trial Agreement (“CTA”) with CARE for each of the foregoing clinical trials. Each CTA was negotiated in the ordinary course of business by Amarex, the Company’s clinical research organization, prior to Dr. Christopher Recknor’s appointment as COO, and the operational and financial terms of the CTAs with CARE are comparable to the terms available to unrelated clinical locations. Dr. Christopher Recknor was not involved in the Company’s decision to choose CARE as a clinical location for its ongoing trials, and he is not involved in patient treatment at the CARE site. During the fiscal year ended May 31, 2020, the Company made no payments to CARE, as it had not yet received any services under the CTA in effect prior to that date. As of May 31, 2021, the Company had approximately $0.9 million in accounts payable due to CARE and made payments of approximately $0.9 million to CARE during the fiscal year ended May 31, 2021. In July 2021, the Company entered into an amendment to the previously approved CTA with CARE, wherein such amendment provided for the additional recording of patient information giving rise to an approximate increase of less than $0.1 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events On June 15, 2021, The Company issued 0.4 million shares of common stock to executives in connection with the vesting of RSUs granted on June 15, 2020 and subsequently issued following stockholder approval of the Amended and Restated 2012 Equity Incentive Plan on September 30, 2020. From June 1, 2021 to July 23, 2021, the Company issued approximately 0.6 million shares of common stock in connection with the exercise of outstanding warrants and stock options covering approximately 0.6 million shares. The stated exercise prices ranged from $0.45 to $1.35 per share, which resulted in aggregate gross proceeds to the Company of approximately $0.5 million. On June 11, 2021, June 21, 2021, and June 30, 2021, in satisfaction of the June 2021 Debt Redemption Amount, the Company and the November 2020 Note holder entered into exchange agreements, pursuant to which the November 2020 Note was partitioned into new notes (the “June 2021 Partitioned Notes”) with a principal amount equal to the June 2021 Debt Reduction Amount of $6.0 million. The outstanding balance of the November 2020 Note was reduced by the June 2021 Partitioned Notes. The Company and the investor exchanged the June 2021 Partitioned Notes for approximately 4.2 million shares. The Company and the holder of the November 2020 Note agreed to defer the remaining June 2021 Debt Redemption Amount of $1.5 million. Following these payments, the outstanding balance on the November 2020 Note, including accrued interest, was approximately $7.9 million. On July 14, 2021 and July 27, 2021, in satisfaction of the July 2021 Debt Reduction Amount, the Company and the November 2020 Note holder entered into exchange agreements, pursuant to which the November 2020 Note was partitioned into new notes (the “July 2021 Partitioned Notes”) with a principal amount equal to the July 2021 Debt Reduction Amount of $4.0 million. The outstanding balance of the November 2020 Note was reduced by the July 2021 Partitioned Notes. The Company and the investor exchanged the July 2021 Partitioned Notes for approximately 3.3 million shares of common stock. The Company and the holder of the November 2020 Note agreed to defer the remaining July 2021 Debt Redemption Amount of $3.5 million. Following the June and July 2021 payments, the outstanding balance of the November 2020 Note, including accrued interest, was approximately $4.5 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiary, CytoDyn Operations Inc. 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 current period presentation. These reclassifications did not have any effect on the Company’s financial position, results of operations, stockholders’ (deficit) equity, or net cash provided by financing activities as previously reported. |
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 $154.7 million, $124.4 million, and $56.2 million for the years ended May 31, 2021, May 31, 2020, and May 31, 2019, respectively, and has an accumulated deficit of $511.3 million as of May 31, 2021. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. 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, leronlimab, obtain approval to commercialize leronlimab from regulatory agencies, continue to outsource manufacturing of leronlimab, and ultimately achieve initial revenues and attain profitability. The Company continues to engage in significant research and development activities related to leronlimab for multiple indications 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 judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of Consolidated Financial Statements and the reported amounts of expenses during the reporting period. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the recent coronavirus disease could have on our significant accounting estimates and assumptions. The Company’s estimates are based on historical experience and on various market and other relevant, appropriate assumptions. Actual results could differ from these 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 any losses related to these balances. Balances in excess of federally insured limits at May 31, 2021 and May 31, 2020 approximated $33.7 million and $14.0 million, respectively. |
Identified Intangible Assets | Identified Intangible Assets The Company follows the provisions of ASC 350, Intangibles-Goodwill and Other 10.0 |
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. Contingent milestone payments that are due to third parties under research and development collaboration arrangements or other contractual agreements are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable. See Notes 9 and 10. |
Inventories | Inventories The Company values inventory at the lower of cost or net realizable value using the average cost method. Inventories consist of raw materials, bulk drug substance, and drug product in unlabeled vials to be used for commercialization of the Company’s biologic, leronlimab, which is in the regulatory approval process. The consumption of raw materials during production is classified as work-in-progress until saleable. Once it is determined to be in saleable condition, following regulatory approval, inventory is classified as finished goods. Inventory is evaluated for recoverability by considering the likelihood that revenue will be obtained from the future sale of the related inventory, in light of the status of the product within the regulatory approval process. The Company evaluates its inventory levels on a quarterly basis and writes down inventory that has become obsolete, or has a cost in excess of its expected net realizable value, and inventory quantities in excess of expected requirements. In assessing the lower of cost or net realizable value for pre-launch inventory, the Company relies on independent analyses provided by third-parties knowledgeable of the range of likely commercial prices comparable to current comparable commercial product. The Company capitalizes inventories procured or produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when the results of clinical trials have reached a status sufficient to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive Phase 3 clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, and status of the Company’s regulatory applications. The Company closely monitors the status of the product within the regulatory review and approval process, including all relevant communications with regulatory authorities. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory may no longer qualify for capitalization. Anticipated future sales, shelf lives, and expected approval date are considered when evaluating realizability of capitalized inventory. The shelf-life of a product is determined as part of the regulatory approval process; however, in assessing whether to capitalize pre-launch inventory, the Company considers the product stability data of all of the pre-approval inventory procured or produced to date to determine whether there is adequate shelf life. As inventories approach their shelf-life expiration, the Company may perform additional stability testing to determine if the inventory is still viable, which can result in an extension of its shelf-life. Further, in addition to performing additional stability testing, certain raw materials inventory may be sold in its then current condition prior to reaching expiration. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, right-of-use assets, accounts payable, accrued liabilities, short-term and long-term lease liabilities, and short-term and long-term debt. As of May 31, 2021, 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. Short-term and long-term debt are reported at amortized cost in the Consolidated Balance Sheets which approximate fair value. The remaining financial instruments are reported in the Consolidated Balance Sheets at amounts that approximate current fair values. During the fiscal year ended May 31, 2021 the Company carried 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 Distinguishing Liabilities from Equity, The fair value hierarchy specifies three levels of inputs that may be used to measure fair value 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 market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. • Level 3. Unobservable inputs to the valuation methodology which are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that cannot be corroborated with observable market data. 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, 2021 and May 31, 2020. As of May 31, 2020, there were no assets liabilities using Level 3 inputs; previous outstanding derivative warrants and related convertible debt valued at fair value using level 3 inputs were converted prior to May 31, 2020 according to the terms of the agreements. 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. During the 2020 fiscal year, the Company used 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 were 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 the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745) Fair value adjustments—warrants (922) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949) Balance at May 31, 2020 $ — |
Operating Leases | Operating Leases Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating leases payable and operating leases liabilities in the Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms do not include options to extend or terminate the lease as it is not reasonably certain that it would exercise these options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. |
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 related expense is recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period), when designated milestones have been achieved or when pre-defined performance conditions are met. 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. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period, when designated milestones have been achieved or when pre-defined performance conditions are met. 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. Periodically, the Company will issue restricted common stock to executives or third parties as compensation for services rendered. Such stock awards are valued at fair market value on the effective date of the Company’s obligation. The Company periodically issues stock options or warrants to consultants and advisors for various services. The Black-Scholes option pricing model, as described more fully above, is used 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. |
Debt | Debt The Company has historically issued promissory notes at a discount and has incurred direct debt issuance costs. Debt discount and issuance costs are netted against the debt and amortized over the life of the convertible promissory note in accordance with ASC 470-35, Debt Subsequent Measurement |
Offering Costs | Offering Costs The Company periodically incurs direct incremental costs associated with the sale of equity securities as fully described in Note 12. The costs are recorded as a component of equity upon receipt of the proceeds. |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing the net loss adjusted for preferred stock dividends 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 stock 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. The table below shows the numbers of shares of common stock issuable upon the exercise, vesting, or conversion of outstanding options, warrants, unvested restricted stock including those subject to performance conditions, convertible preferred stock (including undeclared dividends), and convertible notes that were not included in the computation of basic and diluted weighted average number of shares of common stock outstanding for the years ended May 31, 2021, May 31, 2020 and May 31, 2019 (in thousands): Years ended May 31, 2021 2020 2019 Stock options, warrants & unvested restricted stock 82,386 131,361 178,592 Convertible notes payable 18,000 3,864 11,346 Convertible preferred stock 33,008 30,130 7,974 |
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 basis. Future tax benefits for net operating loss carryforwards 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 the deferred tax assets will not be realized. The Company follows the provisions of ASC 740-10, Uncertainty in Income Taxes 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for our fiscal 2021 and 2020 tax years. The net tax expense for the years ended May 31, 2021 and May 31, 2020 was zero. The Company recorded a tax benefit of $2.8 million for the year ended May 31, 2019. The Company has a full valuation allowance as of May 31, 2021 and May 31, 2020, as management does not consider it more than likely than not that the benefits from the net deferred taxes will be realized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the FASB (including its EITF), the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future Consolidated Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
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 the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745) Fair value adjustments—warrants (922) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949) Balance at May 31, 2020 $ — |
Schedule of securities excluded from computation of earnings per share | Years ended May 31, 2021 2020 2019 Stock options, warrants & unvested restricted stock 82,386 131,361 178,592 Convertible notes payable 18,000 3,864 11,346 Convertible preferred stock 33,008 30,130 7,974 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
May 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | May 31, 2021 2020 Raw materials $ 28,085 $ 19,147 Work-in-progress 65,394 — Total $ 93,479 $ 19,147 |
Schedule of remaining shelf life of inventory | Expiration period ending May 31, Remaining shelf-life Raw materials Work-in-progress bulk drug product Work-in-progress finished drug product in vials Total inventories 2022 0 to 12 months $ 2,684 $ - $ - $ 2,684 2023 12 or 24 months 19,750 - - 19,750 2024 24 to 36 months 682 - - 682 2025 36 to 48 months 1,792 - 29,633 31,425 2026 48 to 60 months 732 - - 732 Thereafter 60 or more months 3,140 35,761 - 38,901 Total inventories 28,780 35,761 29,633 94,174 Inventories reserved (695) - - (695) Total inventories, net $ 28,085 $ 35,761 $ 29,633 $ 93,479 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of the components of accrued liabilities | May 31, 2021 2020 Accrued compensation and related expense $ 4,005 $ 1,723 Accrued legal settlement and fees 11,008 400 Accrued other liabilities 4,060 4,756 Total accrued liabilities $ 19,073 $ 6,879 |
Convertible Instruments (Tables
Convertible Instruments (Tables) | 12 Months Ended |
May 31, 2021 | |
Schedule of the outstanding balance of convertible notes | March 2020 Note July 2020 Note November 2020 Note April 2, 2021 Note April 23, 2021 Note Outstanding balance May 31, 2020 $ 15,467 $ - $ - $ - $ - Consideration received - 25,000 25,000 25,000 25,000 Amortization of issuance discount and costs 1,369 1,097 740 268 182 Accrued interest 480 1,901 1,258 447 302 Cash repayments (950) - - - - Conversions (9,538) - - - - Fair market value of shares exchanged for repayment (10,997) (37,298) (19,870) - - Debt extinguishment loss 4,169 9,300 6,427 - - Outstanding balance May 31, 2021 $ - $ - $ 13,554 $ 25,715 $ 25,485 |
Warrants at Fair Value and Beneficial Conversion Feature At Intrinsic Value | January 30, 2019 Fair value of redemption provision $ 1,465 Relative fair value of equity classified warrants 858 Beneficial conversion feature 2,677 Net proceeds of January 2019 Note $ 5,000 |
Two Thousand And Nineteen Short Term Convertible Notes [Member] | |
Summary of Fair Value Valuation Technique | 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 | Years ended May 31, 2020 2019 Face value of Short-term Convertible Notes $ 5,460 $ 5,460 Unamortized discount — (1,470) Unamortized issuance costs — (404) Accrued interest converted into principal 154 — Note repayment (460) — Note conversions into common stock (5,154) — Carrying value of Short-term Convertible Notes $ — $ 3,586 |
Long Term Convertible Notes January 2019 and June 2018 [Member] | |
Activity Related to Notes | Current Non-current Total June 2018 Note $ 2,100 $ 3,600 $ 5,700 Monthly redemption provision 2,100 (2,100) — Note amendment, net — 112 112 Redemptions — (1,455) (1,455) Interest accretion - June 2018 and January 2019 Notes — 298 298 Carrying value of Notes at May 31, 2019 4,200 455 4,655 Redemptions (10,689) (57) (10,746) Interest accretion - June 2018 6,489 39 6,528 Extinguishment of note — (437) (437) Carrying value of Notes at May 31, 2020 $ — $ — $ — |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
May 31, 2021 | |
Warrant Derivative Liability | |
Derivative [Line Items] | |
Schedule of Derivative Liabilities at Fair Value | The following table summarizes the fair value of the warrant derivative liability and related common shares as of inception date (September 15, 2016), May 31, 2019 and May 31, 2020 (in thousands): Shares Derivative Inception date September 15, 2016 7,733 $ 5,179 Change in fair value of derivative liability — (4,777) Balance May 31, 2019 7,733 402 Change in fair value of derivative liability — 11,547 Fair value of warrants exercised 7,733 (11,949) Balance May 31, 2020 — $ — |
Assumptions used in Estimating Fair Value | The Company estimated the fair value of the warrant derivative liability as of inception date (September 15, 2016), and May 31, 2019 using the following assumptions: September 15, 2016 May 31, 2019 Fair value of underlying stock $ 0.78 $ 0.39 Risk free rate 1.20 % 1.94 % Expected term (in years) 5 2.29 Stock price volatility 106 % 61 % Expected dividend yield — — Probability of fundamental transaction 50 % 50 % Probability of holder requesting cash payment 50 % 50 % |
Redemption Provision Embedded Derivative | |
Derivative [Line Items] | |
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 and January 30, 2019, and May 31, 2019 (in thousands): Derivative liability Net proceeds Inception date May 31, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000 $ 1,285 $ 847 Inception date January 2019 Note, January 30, 2019 5,000 1,465 1,158 Total $ 2,005 |
Assumptions used in Estimating Fair Value | May 31, 2019 November 15, January 30, June 2018 January 2019 2018 2019 Note 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 % |
Equity Awards and Warrants (Tab
Equity Awards and Warrants (Tables) | 12 Months Ended |
May 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option and Warrant Activity | The following table represents stock option and warrant activity for the years ended May 31, 2020 and May 31, 2021: Weighted average Weighted remaining Aggregate Number of average contractual intrinsic shares exercise price life in years value Options and warrants outstanding May 31, 2019 178,592 $ 0.71 3.66 $ 896 Granted 57,720 $ 0.47 — — Exercised (101,853) $ 0.56 — — Forfeited, expired, and cancelled (3,099) $ 0.74 — — Options and warrants outstanding May 31, 2020 131,360 $ 0.65 5.79 $ 302,961 Granted 7,036 $ 3.82 — — Exercised (75,735) $ 0.59 — — Forfeited, expired, and cancelled (1,088) $ 1.66 — — Options and warrants outstanding May 31, 2021 61,573 $ 0.95 4.40 $ 68,756 Outstanding exercisable May 31, 2021 55,713 $ 0.78 3.98 $ 67,151 |
Acquisition of Patents and In_2
Acquisition of Patents and Intangibles (Tables) | 12 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Activity | The following presents intangible assets activity, inclusive of patents (in thousands): May 31, 2021 2020 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition, net of impairment 2,926 15,126 Website development costs 20 20 Gross carrying value 6,446 18,646 Accumulated amortization, net of impairment (4,793) (5,190) Total amortizable intangible assets, net $ 1,653 $ 13,456 |
Schedule of estimated future amortization expense | Fiscal Year Amount 2022 $ 669 2023 384 2024 85 2025 85 Thereafter 430 Total $ 1,653 |
Summary of 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 (in thousands): ProstaGene, LLC CytoDyn Inc. equity $ 11,558 Acquisition expenses 741 Release of deferred tax asset 2,827 Total cost of acquisition $ 15,126 Intangible assets $ 15,126 Other — Allocation of acquisition costs $ 15,126 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future commitments | Fiscal Year Amount 2022 $ 46,961 2023 96,126 2024 58,528 2025 7,200 Total $ 208,815 |
Summary of presentation of the operating lease in balance sheet | May 31, 2021 2020 Assets Right of use asset $ 712 $ 176 Liabilities Current operating lease liability $ 175 $ 115 Non-current operating lease liability 552 63 Total operating lease liability $ 727 $ 178 |
Schedule of the minimum (base rental) lease payments reconciled to the carrying value of the operating lease liabilities | Fiscal Year Amount 2022 $ 202 2023 225 2024 175 2025 180 2026 183 Total operating lease payments 965 Less imputed interest (238) Present value of operating lease liabilities $ 727 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax | Reconciliation of the federal statutory income tax rate of 21% for the years ended May 31, 2021, May 31, 2020 and May 31, 2019, to the effective income tax rate is as follows for all periods presented: Years ended May 31, 2021 2020 2019 Income tax provision at statutory rate: 21.0 % 21.0 % 21.0 % State income taxes net — — — Rate change — — — Loss on debt extinguishment — — (0.5) Derivative gain (loss) — (1.6) 0.6 Valuation allowance release from asset acquisition — — 4.8 Non-deductible debt issuance costs — (0.1) — Non-deductible interest on convertible notes (0.6) (1.2) (0.3) Inducement interest expense (1.5) (1.3) (0.1) Other — (0.3) — Credit carry forward generated (released) (0.1) (0.1) (3.8) Non-deductible loss on extinguishment of debt (2.6) — — Non-deductible debt discount amortization (0.6) (0.3) — IRC section 162(m) limitation (1.1) (2.4) — Stock compensation in excess of ASC 718 1.7 3.2 — Non-deductible legal settlement expense (1.2) (3.8) — Valuation allowance (15.0) (13.1) (16.9) Effective income tax rate 0.0 % 0.0 % 4.8 % |
Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities are comprised of the following as of May 31, 2021 and 2020: May 31, 2021 2020 Deferred tax asset (liability) non-current: Net operating loss $ 74,258 $ 55,624 Credits 2,063 2,063 ASC 718 expense on NQO’s 5,510 4,069 Charitable contribution—carry forward 14 — Accrued vacation & payroll 87 112 ASC 842 lease accounting (3) — Inventory reserve 146 Accrued expenses 874 349 Fixed assets (0) (1) Amortization 396 373 Debt discount — — Basis difference in acquired assets (91) (2,483) Valuation allowance (83,254) (60,106) Deferred tax asset (liability) non-current $ — $ — Noncurrent asset (liabilities) 83,254 60,106 Valuation allowance (83,254) (60,106) Deferred tax asset (liability) non-current $ — $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Going concern thru intangibles (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Accounting Policies [Abstract] | |||
Net loss | $ 154,674,000 | $ 124,403,000 | $ 56,187,000 |
Accumulated deficit | 511,294,000 | 354,711,000 | |
Balance in excess of federally insured limits | 33,700,000 | 14,000,000 | |
Restricted cash | 10,000 | 854,000 | |
Intangible asset impairment charges | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - FV, SBC (Detail) - USD ($) | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2019 | May 31, 2018 | |
Liability: | ||||
Beginning Balance | $ 0 | $ 2,407,000 | $ 1,324,000 | |
Ending Balance | 0 | 2,407,000 | $ 1,324,000 | |
Forfeiture rate | 0.00% | |||
Redemption Provision Embedded Derivative | ||||
Liability: | ||||
Warrants issued | 2,750,000 | |||
Fair value adjustments | (2,005,000) | (745,000) | ||
Warrant Derivative Liability | ||||
Liability: | ||||
Warrants issued | 4,360,000 | |||
Fair value adjustments | 11,547,000 | $ (922,000) | (3,855,000) | |
Exercises | (11,949,000) | |||
Allotment to placement agent | ||||
Liability: | ||||
Warrants issued | $ 819,000 | |||
Level 1 | ||||
Assets: | ||||
Assets fair value | $ 0 | 0 | ||
Liability: | ||||
Liabilities fair value | 0 | 0 | ||
Level 2 | ||||
Assets: | ||||
Assets fair value | 0 | 0 | ||
Liability: | ||||
Liabilities fair value | $ 0 | 0 | ||
Level 3 | ||||
Assets: | ||||
Assets fair value | 0 | |||
Liability: | ||||
Liabilities fair value | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Antidilutive Securities (Detail) - shares shares in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Stock options, warrants & unvested restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 82,386 | 131,361 | 178,592 |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,000 | 3,864 | 11,346 |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,008 | 30,130 | 7,974 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Income Tax (Details) - USD ($) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Accounting Policies [Abstract] | |||
Federal statutory income tax rate, percent | 21.00% | 21.00% | 21.00% |
Income tax expense | $ 0 | $ 0 | $ (2,827,000) |
Inventories (Details)
Inventories (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 31, 2020USD ($)item | Feb. 28, 2021USD ($)item | May 31, 2020USD ($) | May 31, 2019USD ($) | May 31, 2021USD ($) | |
Inventory [Line Items] | |||||
Raw materials | $ 19,147 | $ 19,147 | $ 28,085 | ||
Work in progress | 65,394 | ||||
Total | $ 19,147 | 19,147 | $ 93,479 | ||
Number of batches not saleable | item | 1 | ||||
Inventory write-down | $ 0 | $ 0 | |||
Number of portions of Biologic License Application ("BLA") resubmitted | item | 2 | ||||
Work In Progress Inventory [Member] | |||||
Inventory [Line Items] | |||||
Inventory write-down | $ 6,100 |
Inventories - Shelf-life (Detai
Inventories - Shelf-life (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Inventory Realizable Value [Abstract] | ||||
Remaining shelf life 12 or less months | $ 2,684 | |||
Remaining shelf life 12 to 24 months | 19,750 | |||
Remaining shelf life 24 to 36 months | 682 | |||
Remaining shelf life 36 to 48 months | 31,425 | |||
Remaining shelf life 48 to 60 months | 732 | |||
Remaining shelf life 60 or more months | 38,901 | |||
Total inventories | 94,174 | |||
Inventories reserved | (695) | |||
Total | 93,479 | $ 19,147 | ||
Inventory write-down | $ 0 | $ 0 | ||
Raw Materials [Member] | ||||
Inventory Realizable Value [Abstract] | ||||
Remaining shelf life 12 or less months | 2,684 | |||
Remaining shelf life 12 to 24 months | 19,750 | |||
Remaining shelf life 24 to 36 months | 682 | |||
Remaining shelf life 36 to 48 months | 1,792 | |||
Remaining shelf life 48 to 60 months | 732 | |||
Remaining shelf life 60 or more months | 3,140 | |||
Total inventories | 28,780 | |||
Inventories reserved | (695) | |||
Total | 28,085 | |||
Inventory write-down | 700 | |||
Work In Progress Inventory [Member] | ||||
Inventory Realizable Value [Abstract] | ||||
Inventory write-down | $ 6,100 | |||
Bulk Drug Substance [Member] | ||||
Inventory Realizable Value [Abstract] | ||||
Remaining shelf life 60 or more months | 35,761 | |||
Total inventories | 35,761 | |||
Total | 35,761 | |||
Drug Products [Member] | ||||
Inventory Realizable Value [Abstract] | ||||
Remaining shelf life 36 to 48 months | 29,633 | |||
Total inventories | 29,633 | |||
Total | $ 29,633 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) $ in Thousands | 12 Months Ended | |
May 31, 2021USD ($)item | May 31, 2020USD ($)item | |
Concentration Risk [Line Items] | ||
Accounts payable | $ 65,897 | $ 29,479 |
Accrued compensation and related expense | 4,005 | 1,723 |
Accrued legal settlement and fees | 11,008 | 400 |
Accrued other liabilities | 4,060 | 4,756 |
Total accrued liabilities | $ 19,073 | $ 6,879 |
Accounts Payable [Member] | Credit Availability Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Number of vendors | item | 2 | 2 |
Accounts Payable [Member] | Credit Availability Concentration Risk [Member] | Vendor One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 72.00% | 49.00% |
Accounts Payable [Member] | Credit Availability Concentration Risk [Member] | Vendor Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 14.00% | 20.00% |
Convertible Instruments - Prefe
Convertible Instruments - Preferred stock (Detail) - USD ($) | Jul. 30, 2020 | Jan. 31, 2020 | Aug. 29, 2019 | May 31, 2021 | May 31, 2020 | Jan. 28, 2020 | Oct. 11, 2019 | Oct. 10, 2019 |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Accrued dividends | $ 2,647,000 | $ 981,000 | ||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | ||||||
Series D Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 11,737 | 12,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 9,000 | 9,000 | ||||||
Stock offering costs | $ 4,645 | |||||||
Preferred stock, shares outstanding | 8,452 | 8,452 | ||||||
Preferred stock dividend rate, as a percent | 10.00% | |||||||
Preferred stock dividend, value per share | $ 0.50 | |||||||
Preferred stock, stated value per share | 1,000 | |||||||
Preferred stock conversion price, per share | $ 0.50 | |||||||
Accrued dividends | $ 1,100,000 | $ 300,000 | ||||||
Accrued dividend, in shares of common stock | 2,200,000 | 500,000 | ||||||
Series C Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 8,203 | 8,000 | 8,203 | 20,000 | 5,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 8,000 | 8,000 | ||||||
Stock offering costs | $ 200,000 | |||||||
Preferred stock, shares outstanding | 8,203 | 8,000 | ||||||
Preferred stock dividend rate, as a percent | 10.00% | |||||||
Preferred stock dividend, value per share | $ 0.50 | |||||||
Preferred stock, stated value per share | 1,000 | |||||||
Preferred stock conversion price, per share | $ 0.50 | |||||||
Accrued dividends | $ 1,500,000 | $ 700,000 | ||||||
Accrued dividend, in shares of common stock | 3,000,000 | 1,400,000 | ||||||
Series B Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 400,000 | 400,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 79,000 | 92,000 | ||||||
Preferred stock, shares outstanding | 79,000 | 92,000 | ||||||
Preferred stock dividend, value per share | $ 0.25 | |||||||
Preferred stock, stated value per share | 5 | |||||||
Preferred stock conversion price, per share | $ 0.50 | |||||||
Number of shares issued upon conversion | 10 | |||||||
Preferred stock cash dividend | $ 200,000 | |||||||
Undeclared dividend | $ 17,800 | $ 200,000 | ||||||
Undeclared dividend, shares | 35,500 | 500,000 |
Convertible Instruments - Compo
Convertible Instruments - Components (Details) - USD ($) $ in Thousands | Apr. 23, 2021 | Apr. 02, 2021 | Nov. 10, 2020 | Jul. 29, 2020 | Mar. 31, 2020 | Jul. 27, 2020 | Nov. 30, 2020 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Debt Instrument [Line Items] | ||||||||||
Consideration received | $ 100,000 | $ 15,000 | $ 14,877 | |||||||
Accrued interest | 4,387 | 7,330 | 950 | |||||||
Loss on extinguishment of convertible notes | 19,896 | 0 | $ 1,520 | |||||||
Long-term Convertible Note-March 2020 Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding balance, beginning | 15,467 | |||||||||
Consideration received | $ 15,000 | |||||||||
Amortization of issuance discount and costs | 1,369 | |||||||||
Accrued interest | 480 | |||||||||
Cash repayments | $ (950) | (950) | ||||||||
Note conversions into common stock | $ (9,500) | (9,538) | ||||||||
Fair market value of shares exchanged for repayment | (10,997) | |||||||||
Loss on extinguishment of convertible notes | 4,169 | |||||||||
Outstanding balance, ending | $ 15,467 | |||||||||
Long-term Convertible Note-July 2020 Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consideration received | $ 25,000 | 25,000 | ||||||||
Amortization of issuance discount and costs | 1,097 | |||||||||
Accrued interest | 1,901 | |||||||||
Fair market value of shares exchanged for repayment | (37,298) | |||||||||
Loss on extinguishment of convertible notes | 9,300 | |||||||||
Long-term Convertible Note - November 2020 Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consideration received | $ 25,000 | 25,000 | ||||||||
Amortization of issuance discount and costs | 740 | |||||||||
Accrued interest | 1,258 | |||||||||
Fair market value of shares exchanged for repayment | (19,870) | |||||||||
Loss on extinguishment of convertible notes | 6,427 | |||||||||
Outstanding balance, ending | 13,554 | |||||||||
Long-term Convertible Note - April 2, 2021 Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consideration received | $ 25,000 | 25,000 | ||||||||
Amortization of issuance discount and costs | 268 | |||||||||
Accrued interest | 447 | |||||||||
Outstanding balance, ending | 25,715 | |||||||||
Long-term Convertible Note - April 23, 2021 Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consideration received | $ 25,000 | 25,000 | ||||||||
Amortization of issuance discount and costs | 182 | |||||||||
Accrued interest | 302 | |||||||||
Outstanding balance, ending | $ 25,485 |
Convertible Instruments - 2019
Convertible Instruments - 2019 Short-term Convertible Notes (Detail) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 14, 2019USD ($)item | Nov. 30, 2019USD ($)item$ / sharesshares | May 31, 2021USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | Mar. 13, 2020$ / sharesshares | Aug. 31, 2019$ / sharesshares | |
Short-term Debt [Line Items] | |||||||
Common stock warrants to purchase shares | shares | 300,000 | 2,600,000 | |||||
Exercise price of warrants, per share | $ / shares | $ 1 | $ 0.50 | |||||
Term of warrants | 5 years | 5 years | |||||
Debt discount costs related to debt offering | $ 3,059,000 | ||||||
Amortization of debt discount | $ 3,591,000 | $ 1,645,000 | 1,707,000 | ||||
Debt issuance costs | 65,000 | 404,000 | 459,000 | ||||
Inducement interest expense, debt | $ 11,366,000 | 7,904,000 | 196,000 | ||||
Shares issued on debt conversion | shares | 19,900,000 | ||||||
Minimum | |||||||
Short-term Debt [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||
Maximum | |||||||
Short-term Debt [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 1.35 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Convertible note, aggregate principal | $ 5,460,000 | $ 5,460,000 | |||||
Debt instrument term | 9 months | ||||||
Conversion price per share | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | ||||
Convertible notes, interest rate | 10.00% | ||||||
Common stock warrants to purchase shares | shares | 5,460,000 | ||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||
Term of warrants | 5 years | ||||||
Amortization of debt discount | $ 1,700,000 | ||||||
Debt issuance costs | 500,000 | ||||||
Carrying value, current | $ 5,900,000 | $ 5,200,000 | 3,586,000 | ||||
Amount extended for three months | 1,100,000 | ||||||
Amount extended for six months | $ 4,100,000 | ||||||
Number of noteholders converting to equity | item | 1 | ||||||
Repayment of note | $ 700,000 | 460,000 | |||||
Principal amount of debt converted | $ 200,000 | $ 5,154,000 | |||||
Inducement interest expense, debt | $ 300,000 | ||||||
Shares issued on debt conversion | shares | 10,400,000 | ||||||
Interest expense | $ 400,000 | 200,000 | |||||
Carrying value of Note | $ 0 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | |||||||
Short-term Debt [Line Items] | |||||||
Common stock warrants to purchase shares | shares | 4.75 | ||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||
Term of warrants | 5 years | ||||||
Debt discount costs related to debt offering | 3,100,000 | ||||||
Debt issuance costs | $ 800,000 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Expected Dividend Yield | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 0 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Stock Price Volatility | Minimum | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 0.558 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Stock Price Volatility | Maximum | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 0.5588 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Expected Term (In Years) | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 5 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Risk Free Interest Rate | Minimum | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 0.0248 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Risk Free Interest Rate | Maximum | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 0.0256 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Grant Date Fair Value | Minimum | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 0.0030 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Detachable Common Stock Warrants | Grant Date Fair Value | Maximum | |||||||
Short-term Debt [Line Items] | |||||||
Weighted average assumptions | 0.38 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Placement Agent Warrants | |||||||
Short-term Debt [Line Items] | |||||||
Common stock warrants to purchase shares | shares | 970,000 | ||||||
Exercise price of warrants, per share | $ / shares | $ 0.50 | ||||||
Term of warrants | 5 years | ||||||
Cash fee | $ 600,000 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | Warrants issued to one investor | |||||||
Short-term Debt [Line Items] | |||||||
Common stock warrants to purchase shares | shares | 200,000 | ||||||
Exercise price of warrants, per share | $ / shares | $ 0.45 | ||||||
Term of warrants | 5 years | ||||||
Number of noteholders converting to equity | item | 1 |
Convertible Instruments - Activ
Convertible Instruments - Activity related to the 2019 Short-term Convertible Notes (Detail) - Two Thousand And Nineteen Short Term Convertible Notes [Member] - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 14, 2019 | Nov. 30, 2019 | May 31, 2020 | May 31, 2019 | |
Short-term Debt [Line Items] | ||||
Face value of short-term convertible Notes | $ 5,460 | $ 5,460 | ||
Unamortized discount | (1,470) | |||
Unamortized issuance costs | (404) | |||
Accrued interest converted into principal | 154 | |||
Note repayment | $ (700) | (460) | ||
Note conversions into common stock | $ (200) | (5,154) | ||
Carrying value, current | $ 5,900 | $ 5,200 | $ 3,586 |
Convertible Instruments - Long-
Convertible Instruments - Long-term Convertible Note - June 2018 Note (Detail) $ / shares in Units, shares in Millions | Nov. 15, 2018USD ($)$ / shares | Jun. 26, 2018USD ($)$ / shares | May 31, 2021USD ($)shares | May 31, 2020USD ($)shares | May 31, 2019USD ($)shares |
Debt Instrument [Line Items] | |||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | ||
Convertible note, redeemed amount | $ 77,703,000 | 15,092,000 | 1,680,000 | ||
Debt instrument converted number of shares issued | shares | 19.9 | ||||
Long Term Convertible Note June 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument term | 2 years | ||||
Convertible note, aggregate principal | $ 5,700,000 | ||||
Net Proceeds | $ 5,000,000 | ||||
Convertible notes, interest rate | 10.00% | ||||
Conversion price per share | $ / shares | $ 0.55 | $ 0.55 | |||
Debt instrument lock in period | 6 months | ||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | ||||
Number of days of notice to be given for redemption | 5 days | ||||
Conversion price ratio | 1.5 | ||||
Days prior to conversion | 20 days | ||||
Stock price multiplier | 0.85% | ||||
Loss on extinguishment of convertible notes | $ 1,500,000 | ||||
Net carrying value of note | 5,400,000 | $ 0 | 0 | ||
Fair value of note | 6,900,000 | ||||
Interest expense | 400,000 | 400,000 | |||
Convertible note, redeemed amount | $ 4,500,000 | $ 1,500,000 | |||
Debt instrument converted number of shares issued | shares | 8.5 | 3.8 | |||
Cash paid to redeem debt | $ 500,000 | ||||
Long Term Convertible Note June 2018 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Specified monthly redemption amount | $ 350,000 | $ 350,000 |
Convertible Instruments - Lon_2
Convertible Instruments - Long-term Convertible Note - January 2019 Note (Detail) - USD ($) $ / shares in Units, shares in Millions | Jan. 30, 2019 | May 31, 2021 | May 31, 2020 | May 31, 2019 | Mar. 13, 2020 | Aug. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | |||
Common stock warrants to purchase shares | 0.3 | 2.6 | ||||
Exercise price of warrants, per share | $ 1 | $ 0.50 | ||||
Term of warrants | 5 years | 5 years | ||||
Convertible note, redeemed amount | $ 77,703,000 | 15,092,000 | 1,680,000 | |||
Debt instrument converted number of shares issued | 19.9 | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Exercise price of warrants, per share | $ 1.35 | |||||
Long-term Convertible Note-January 2019 Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 2 years | |||||
Convertible note, aggregate principal | $ 5,700,000 | |||||
Net Proceeds | 5,000,000 | |||||
Unamortized discount | 600,000 | |||||
Conversion of principal and interest of convertible notes to common stock | $ 100,000 | |||||
Convertible notes, interest rate | 10.00% | |||||
Conversion price per share | $ 0.50 | |||||
Debt instrument lock in period | 6 months | |||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||
Number of days of notice to be given for redemption | 5 days | |||||
Days prior to conversion | 20 days | |||||
Stock price multiplier | 0.85% | |||||
Shares reserved | 20 | |||||
Common stock warrants to purchase shares | 5 | |||||
Exercise price of warrants, per share | $ 0.30 | |||||
Term of warrants | 5 years | |||||
Fair value of redemption provision | $ 1,465,000 | |||||
Relative fair value of equity classified warrants | 858,000 | |||||
Beneficial conversion feature | 2,677,000 | |||||
Interest expense | 6,100,000 | $ 100,000 | ||||
Accretion of remaining unamortized discount | 5,800,000 | |||||
Convertible note, redeemed amount | $ 6,300,000 | |||||
Debt instrument converted number of shares issued | 10.8 | |||||
Cash paid to redeem debt | $ 850,000 | |||||
Carrying value of Note | $ 0 | |||||
Long-term Convertible Note-January 2019 Note | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Specified monthly redemption amount | $ 350,000 |
Convertible Instruments - Act_2
Convertible Instruments - Activity related to June 2018 Note and January 2019 Note (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | Jun. 26, 2018 | |
Long term convertible note issued June 2018 and January 2019 | |||
Debt Instrument [Line Items] | |||
Carrying value of Notes, Beginning balance | $ 4,655 | ||
Convertible note, aggregate principal | $ 5,700 | ||
Note amendment, net | $ 112 | ||
Redemptions | (10,746) | (1,455) | |
Interest accretion | 6,528 | 298 | |
Extinguishment of note | (437) | ||
Carrying value of Notes, Ending balance | 4,655 | ||
Current maturities of long term convertible notes | |||
Debt Instrument [Line Items] | |||
Carrying value of Notes, Beginning balance | 4,200 | ||
Convertible note, aggregate principal | 2,100 | ||
Monthly redemption provision | 2,100 | ||
Redemptions | (10,689) | ||
Interest accretion | 6,489 | ||
Carrying value of Notes, Ending balance | 4,200 | ||
Long term convertible notes noncurrent | |||
Debt Instrument [Line Items] | |||
Carrying value of Notes, Beginning balance | 455 | ||
Convertible note, aggregate principal | $ 3,600 | ||
Monthly redemption provision | (2,100) | ||
Note amendment, net | 112 | ||
Redemptions | (57) | (1,455) | |
Interest accretion | 39 | 298 | |
Extinguishment of note | $ (437) | ||
Carrying value of Notes, Ending balance | $ 455 |
Convertible Instruments - Lon_3
Convertible Instruments - Long-term Convertible Note - March 2020 Note (Detail) $ / shares in Units, shares in Millions | Nov. 10, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)itemagreement$ / sharesshares | Jul. 27, 2020USD ($)$ / sharesshares | Nov. 30, 2020USD ($) | May 31, 2021USD ($)agreementitem$ / sharesshares | May 31, 2020USD ($)$ / shares | May 31, 2019USD ($) | Dec. 04, 2020$ / shares | Oct. 14, 2020$ / shares | Jul. 31, 2019$ / shares |
Debt Instrument [Line Items] | ||||||||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | |||||||
Amortization of debt discount | 3,591,000 | 1,645,000 | 1,707,000 | |||||||
Interest on convertible notes | $ 4,387,000 | $ 7,330,000 | $ 950,000 | |||||||
Shares issued on debt conversion | shares | 19.9 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Long-term Convertible Note-March 2020 Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 2 years | |||||||||
Convertible note, aggregate principal | $ 17,100,000 | |||||||||
Net Proceeds | 15,000,000 | |||||||||
Unamortized discount | $ 2,100,000 | |||||||||
Convertible notes, interest rate | 10.00% | |||||||||
Conversion price per share | $ / shares | $ 4.50 | $ 4.50 | ||||||||
Debt instrument lock in period | 6 months | |||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||||||
Number of days of notice to be given for redemption | 3 days | |||||||||
Amortization of debt discount | $ 1,900,000 | $ 200,000 | ||||||||
Interest on convertible notes | 480,000 | |||||||||
Principal amount of debt converted | $ 9,500,000 | 9,538,000 | ||||||||
Shares issued on debt conversion | shares | 4.3 | 2.1 | ||||||||
Cash paid to redeem debt | $ 950,000 | 950,000 | ||||||||
Number of exchange agreements | agreement | 3 | |||||||||
Number of partitioned notes | item | 3 | |||||||||
Carrying value of Note | 0 | |||||||||
Loss on extinguishment of convertible notes | 4,200,000 | |||||||||
Long-term Convertible Note-March 2020 Note | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Specified monthly redemption amount | $ 950,000 | |||||||||
Long-term Convertible Note - November 2020 Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 2 years | |||||||||
Convertible note, aggregate principal | $ 28,500,000 | |||||||||
Net Proceeds | 25,000,000 | 25,000,000 | ||||||||
Unamortized discount | $ 3,400,000 | |||||||||
Convertible notes, interest rate | 10.00% | |||||||||
Conversion price per share | $ / shares | $ 10 | |||||||||
Debt instrument lock in period | 6 months | |||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||||||
Number of days of notice to be given for redemption | 3 days | |||||||||
Specified monthly redemption amount | $ 7,500,000 | $ 7,500,000 | ||||||||
Interest on convertible notes | $ 1,258,000 | |||||||||
Number of exchange agreements | agreement | 2 | |||||||||
Number of partitioned notes | item | 2 | |||||||||
Carrying value of Note | $ 13,600,000 | |||||||||
Loss on extinguishment of convertible notes | $ 6,400,000 | |||||||||
Long-term Convertible Note - November 2020 Note | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Specified monthly redemption amount | $ 3,500,000 |
Convertible Instruments - Lon_4
Convertible Instruments - Long-term Convertible Note - July 2020 Note (Detail) - USD ($) $ / shares in Units, shares in Millions | Nov. 10, 2020 | Sep. 15, 2020 | Jul. 29, 2020 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Apr. 30, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Debt Instrument [Line Items] | ||||||||||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | |||||||||
Interest on convertible notes | $ 4,387,000 | $ 7,330,000 | $ 950,000 | |||||||||
Shares issued on debt conversion | 19.9 | |||||||||||
Long-term Convertible Note-July 2020 Note | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument term | 2 years | |||||||||||
Convertible note, aggregate principal | $ 28,500,000 | |||||||||||
Net Proceeds | 25,000,000 | $ 25,000,000 | ||||||||||
Unamortized discount | 3,400,000 | |||||||||||
Conversion of principal and interest of convertible notes to common stock | $ 100,000 | |||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||
Conversion price per share | $ 10 | |||||||||||
Debt instrument lock in period | 6 months | |||||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||||||||
Number of days of notice to be given for redemption | 3 days | |||||||||||
Shares under Registration Statement to cover repayment | 2.9 | |||||||||||
Amortization inclusive of debt repayments | 3,500,000 | |||||||||||
Interest on convertible notes | 1,901,000 | |||||||||||
Amount of debt redemption | $ 7,900,000 | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | $ 30,400,000 | |||||||
Shares issued on debt conversion | 11.3 | |||||||||||
Beneficial conversion feature | $ 0 | |||||||||||
Carrying value of Note | 0 | |||||||||||
Loss on extinguishment of convertible notes | 9,300,000 | |||||||||||
Long-term Convertible Note-July 2020 Note | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Specified monthly redemption amount | $ 1,600,000 | |||||||||||
Long-term Convertible Note - November 2020 Note | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument term | 2 years | |||||||||||
Convertible note, aggregate principal | $ 28,500,000 | |||||||||||
Net Proceeds | 25,000,000 | 25,000,000 | ||||||||||
Unamortized discount | 3,400,000 | |||||||||||
Conversion of principal and interest of convertible notes to common stock | $ 100,000 | |||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||
Conversion price per share | $ 10 | |||||||||||
Debt instrument lock in period | 6 months | |||||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||||||||
Number of days of notice to be given for redemption | 3 days | |||||||||||
Specified monthly redemption amount | $ 7,500,000 | $ 7,500,000 | ||||||||||
Amortization inclusive of debt repayments | 2,300,000 | |||||||||||
Interest on convertible notes | 1,258,000 | |||||||||||
Beneficial conversion feature | 0 | |||||||||||
Carrying value of Note | 13,600,000 | |||||||||||
Loss on extinguishment of convertible notes | $ 6,400,000 | |||||||||||
Long-term Convertible Note - November 2020 Note | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Specified monthly redemption amount | $ 3,500,000 |
Convertible Instruments - Lon_5
Convertible Instruments - Long-term Convertible Note - November 2020 Note (Detail) $ / shares in Units, shares in Millions | Jul. 27, 2021USD ($)shares | Nov. 10, 2020USD ($)$ / sharesshares | Jul. 29, 2020USD ($)$ / sharesshares | Jul. 31, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Nov. 30, 2020USD ($) | May 31, 2021USD ($)agreementitemshares | May 31, 2020USD ($) | May 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | ||||||
Shares issued on debt conversion | shares | 19.9 | ||||||||
Accrued interest on convertible notes | $ 2,007,000 | 292,000 | |||||||
Interest on convertible notes | 4,387,000 | $ 7,330,000 | $ 950,000 | ||||||
Long-term Convertible Note - November 2020 Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument term | 2 years | ||||||||
Convertible note, aggregate principal | $ 28,500,000 | ||||||||
Net Proceeds | 25,000,000 | $ 25,000,000 | |||||||
Unamortized discount | 3,400,000 | ||||||||
Conversion of principal and interest of convertible notes to common stock | $ 100,000 | ||||||||
Convertible notes, interest rate | 10.00% | ||||||||
Threshold percentage of default interest rate | 22.00% | ||||||||
Percentage increase in amount payable on default | 15.00% | ||||||||
Percentage increase in amount payable, second scenario | 10.00% | ||||||||
Percentage increase in amount payable, third default scenario | 5.00% | ||||||||
Conversion price per share | $ / shares | $ 10 | ||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | ||||||||
Shares reserved | shares | 6 | ||||||||
Debt instrument lock in period | 6 months | ||||||||
Number of days of notice to be given for redemption | 3 days | ||||||||
Specified monthly redemption amount | $ 7,500,000 | $ 7,500,000 | |||||||
Threshold trading days to satisfy redemption obligation | 3 days | ||||||||
Debt instrument prepayment percentage premium | 15.00% | ||||||||
Number of days of notice to be given for prepayment | 15 days | ||||||||
Period in which company was obligated to reduce the outstanding balance of debt | 5 months | ||||||||
Threshold percentage of cash flow test | 10.00% | ||||||||
Debt proceeds requiring investor consent | $ 25,000,000 | ||||||||
Additional debt, increase in interest rate | 5.00% | ||||||||
Number of exchange agreements | agreement | 2 | ||||||||
Number of partitioned notes | item | 2 | ||||||||
Loss on extinguishment of convertible notes | $ 6,400,000 | ||||||||
Beneficial conversion feature | $ 0 | ||||||||
Amortization inclusive of debt repayments | 2,300,000 | ||||||||
Unamortized discount and issuance costs | 1,200,000 | ||||||||
Accrued interest on convertible notes | 1,300,000 | ||||||||
Interest on convertible notes | 1,258,000 | ||||||||
Net carrying value of note | 13,600,000 | ||||||||
Long-term Convertible Note - November 2020 Note | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Monthly redemption amount deferred | $ 3,500,000 | $ 3,500,000 | $ 1,500,000 | ||||||
Net carrying value of note | 4,500,000 | 7,900,000 | |||||||
Long-term Convertible Note - November 2020 Note | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Specified monthly redemption amount | $ 3,500,000 | ||||||||
December 2020 Partitioned Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note, aggregate principal | $ 7,500,000 | ||||||||
Shares issued on debt conversion | shares | 2.2 | ||||||||
May 2021 Partitioned Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note, aggregate principal | $ 7,500,000 | ||||||||
Shares issued on debt conversion | shares | 4.2 | ||||||||
June 2021 Partitioned Notes [Member] | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note, aggregate principal | $ 6,000,000 | ||||||||
Shares issued on debt conversion | shares | 4.2 | ||||||||
July 2021 Partitioned Notes [Member] | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible note, aggregate principal | $ 4,000,000 | $ 4,000,000 | |||||||
Shares issued on debt conversion | shares | 3.3 | 3.3 | |||||||
Long-term Convertible Note-July 2020 Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument term | 2 years | ||||||||
Convertible note, aggregate principal | $ 28,500,000 | ||||||||
Net Proceeds | 25,000,000 | $ 25,000,000 | |||||||
Unamortized discount | 3,400,000 | ||||||||
Conversion of principal and interest of convertible notes to common stock | $ 100,000 | ||||||||
Convertible notes, interest rate | 10.00% | ||||||||
Conversion price per share | $ / shares | $ 10 | ||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | ||||||||
Debt instrument lock in period | 6 months | ||||||||
Number of days of notice to be given for redemption | 3 days | ||||||||
Shares issued on debt conversion | shares | 11.3 | ||||||||
Loss on extinguishment of convertible notes | 9,300,000 | ||||||||
Beneficial conversion feature | $ 0 | ||||||||
Amortization inclusive of debt repayments | 3,500,000 | ||||||||
Interest on convertible notes | 1,901,000 | ||||||||
Net carrying value of note | $ 0 | ||||||||
Long-term Convertible Note-July 2020 Note | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Specified monthly redemption amount | $ 1,600,000 |
Convertible Instruments - Lon_6
Convertible Instruments - Long-term Convertible Note - April 2, 2021 Note (Detail) - USD ($) $ / shares in Units, shares in Millions | Apr. 02, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Debt Instrument [Line Items] | ||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | |
Accrued interest on convertible notes | 2,007,000 | 292,000 | ||
Interest on convertible notes | 4,387,000 | $ 7,330,000 | $ 950,000 | |
Long-term Convertible Note - April 2, 2021 Note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 2 years | |||
Convertible note, aggregate principal | $ 28,500,000 | |||
Net Proceeds | 25,000,000 | 25,000,000 | ||
Unamortized discount | 3,400,000 | |||
Conversion of principal and interest of convertible notes to common stock | $ 100,000 | |||
Convertible notes, interest rate | 10.00% | |||
Threshold percentage of default interest rate | 22.00% | |||
Percentage increase in amount payable on default | 15.00% | |||
Percentage increase in amount payable, second scenario | 10.00% | |||
Percentage increase in amount payable, third default scenario | 5.00% | |||
Conversion price per share | $ 10 | |||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||
Shares reserved | 6 | |||
Debt instrument lock in period | 6 months | |||
Number of days of notice to be given for redemption | 3 days | |||
Specified monthly redemption amount | $ 7,500,000 | |||
Threshold trading days to satisfy redemption obligation | 3 days | |||
Debt instrument prepayment percentage premium | 15.00% | |||
Number of days of notice to be given for prepayment | 15 days | |||
Period in which company was obligated to reduce the outstanding balance of debt | 5 months | |||
Threshold percentage of cash flow test | 10.00% | |||
Debt proceeds requiring investor consent | $ 50,000,000 | |||
Additional debt, increase in interest rate | 5.00% | |||
Beneficial conversion feature | $ 0 | |||
Amortization of issuance discount and costs | 268,000 | |||
Unamortized discount and issuance costs | 3,200,000 | |||
Accrued interest on convertible notes | 400,000 | |||
Interest on convertible notes | 447,000 | |||
Net carrying value of note | $ 25,700,000 | |||
Long-term Convertible Note - April 2, 2021 Note | Maximum | ||||
Debt Instrument [Line Items] | ||||
Specified monthly redemption amount | $ 3,500,000 |
Convertible Instruments - Lon_7
Convertible Instruments - Long-term Convertible Note - April 23, 2021 Note (Detail) - USD ($) $ / shares in Units, shares in Millions | Apr. 23, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Debt Instrument [Line Items] | ||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | |
Accrued interest on convertible notes | 2,007,000 | 292,000 | ||
Interest on convertible notes | 4,387,000 | $ 7,330,000 | $ 950,000 | |
Long-term Convertible Note - April 23, 2021 Note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term | 2 years | |||
Convertible note, aggregate principal | $ 28,500,000 | |||
Net Proceeds | 25,000,000 | 25,000,000 | ||
Unamortized discount | 3,400,000 | |||
Conversion of principal and interest of convertible notes to common stock | $ 100,000 | |||
Convertible notes, interest rate | 10.00% | |||
Threshold percentage of default interest rate | 22.00% | |||
Percentage increase in amount payable on default | 15.00% | |||
Percentage increase in amount payable, second scenario | 10.00% | |||
Percentage increase in amount payable, third default scenario | 5.00% | |||
Conversion price per share | $ 10 | |||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||
Shares reserved | 6 | |||
Debt instrument lock in period | 6 months | |||
Number of days of notice to be given for redemption | 3 days | |||
Threshold trading days to satisfy redemption obligation | 3 days | |||
Debt instrument prepayment percentage premium | 15.00% | |||
Number of days of notice to be given for prepayment | 15 days | |||
Debt proceeds requiring investor consent | $ 75,000,000 | |||
Additional debt, increase in interest rate | 5.00% | |||
Beneficial conversion feature | $ 0 | |||
Amortization of issuance discount and costs | 182,000 | |||
Unamortized discount and issuance costs | 3,300,000 | |||
Accrued interest on convertible notes | 300,000 | |||
Interest on convertible notes | 302,000 | |||
Net carrying value of note | $ 25,500,000 | |||
Maximum | Long-term Convertible Note - April 23, 2021 Note | ||||
Debt Instrument [Line Items] | ||||
Specified monthly redemption amount | $ 7,000,000 |
Derivative Liabilities - Fair v
Derivative Liabilities - Fair value (Detail) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | 33 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2019 | May 31, 2019 | Sep. 15, 2016 | |
Derivative [Line Items] | |||||
Fundamental transaction, percentage ownership | 50.00% | ||||
Change in fair value of derivative liability | $ (9,542) | $ 1,666 | |||
Warrant Derivative Liability | |||||
Derivative [Line Items] | |||||
Number of shares indexed | 0 | 7,733 | 7,733 | 7,733 | |
Number of shares redeemed | 7,733 | ||||
Derivative liability | $ 0 | $ 402 | $ 402 | $ 5,179 | |
Change in fair value of derivative liability | (11,547) | $ 900 | $ 4,777 | ||
Fair value of warrants exercised | $ (11,949) |
Derivative Liabilities - Assump
Derivative Liabilities - Assumptions used in Estimating Fair Value (Details) | May 31, 2021USD ($) | May 31, 2020USD ($) | May 31, 2019$ / shares | Jan. 30, 2019$ / shares | Nov. 15, 2018USD ($)$ / shares | Sep. 15, 2016$ / shares |
Warrant Derivative Liability | Grant Date Fair Value | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Liability, Measurement Input | 0.39 | 0.78 | ||||
Warrant Derivative Liability | Risk Free Interest Rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Liability, Measurement Input | 0.0194 | 0.0120 | ||||
Warrant Derivative Liability | Expected Term (In Years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Liability, Measurement Input | 2.29 | 5 | ||||
Warrant Derivative Liability | Stock Price Volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Liability, Measurement Input | 0.61 | 1.06 | ||||
Warrant Derivative Liability | Expected Dividend Yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Liability, Measurement Input | 0 | 0 | ||||
Warrant Derivative Liability | Probability of Fundamental Transaction | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Liability, Measurement Input | 0.50 | 0.50 | ||||
Warrant Derivative Liability | Probability of Holder Requesting Cash Payment | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative Liability, Measurement Input | 0.50 | 0.50 | ||||
Redemption Provision Embedded Derivative | Grant Date Fair Value | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.49 | 0.57 | ||||
Redemption Provision Embedded Derivative | Risk Free Interest Rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.0252 | 0.0278 | ||||
Redemption Provision Embedded Derivative | Expected Term (In Years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 2 | 1.61 | ||||
Redemption Provision Embedded Derivative | Stock Price Volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.61 | 0.588 | ||||
Redemption Provision Embedded Derivative | Expected Dividend Yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0 | 0 | ||||
Redemption Provision Embedded Derivative | Discount Factor | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.85 | 0.85 | ||||
Long Term Convertible Note January 2019 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Carrying value of Note | $ | $ 0 | $ 0 | ||||
Long Term Convertible Note January 2019 | Redemption Provision Embedded Derivative | Grant Date Fair Value | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.39 | |||||
Long Term Convertible Note January 2019 | Redemption Provision Embedded Derivative | Risk Free Interest Rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.0195 | |||||
Long Term Convertible Note January 2019 | Redemption Provision Embedded Derivative | Expected Term (In Years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 1.67 | |||||
Long Term Convertible Note January 2019 | Redemption Provision Embedded Derivative | Stock Price Volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.622 | |||||
Long Term Convertible Note January 2019 | Redemption Provision Embedded Derivative | Expected Dividend Yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0 | |||||
Long Term Convertible Note January 2019 | Redemption Provision Embedded Derivative | Discount Factor | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.85 | |||||
Long Term Convertible Note June 2018 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Carrying value of Note | $ | $ 0 | $ 0 | $ 5,400,000 | |||
Long Term Convertible Note June 2018 | Redemption Provision Embedded Derivative | Grant Date Fair Value | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.39 | |||||
Long Term Convertible Note June 2018 | Redemption Provision Embedded Derivative | Risk Free Interest Rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.0221 | |||||
Long Term Convertible Note June 2018 | Redemption Provision Embedded Derivative | Expected Term (In Years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 1.07 | |||||
Long Term Convertible Note June 2018 | Redemption Provision Embedded Derivative | Stock Price Volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.622 | |||||
Long Term Convertible Note June 2018 | Redemption Provision Embedded Derivative | Expected Dividend Yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0 | |||||
Long Term Convertible Note June 2018 | Redemption Provision Embedded Derivative | Discount Factor | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Embedded Derivative Liability, Measurement Input | 0.85 |
Derivative Liabilities - Fair_2
Derivative Liabilities - Fair Value of Convertible Note Redemption Provision (Details) - USD ($) | Jun. 26, 2018 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Derivative [Line Items] | ||||
Net Proceeds | $ 100,000,000 | $ 15,000,000 | $ 14,877,000 | |
Change in fair value of derivative liability | (9,542,000) | 1,666,000 | ||
Redemption Provision Embedded Derivative | ||||
Derivative [Line Items] | ||||
Derivative Liability | 2,005 | |||
Change in fair value of derivative liability | $ 0 | $ 2,000,000 | 400,000 | |
Long Term Convertible Note January 2019 | Redemption Provision Embedded Derivative | ||||
Derivative [Line Items] | ||||
Net Proceeds | 5,000 | |||
Value of liability at its inception | 1,465 | |||
Derivative Liability | 1,158 | |||
Long Term Convertible Note June 2018 | ||||
Derivative [Line Items] | ||||
Net Proceeds | $ 5,000,000 | |||
Long Term Convertible Note June 2018 | Redemption Provision Embedded Derivative | ||||
Derivative [Line Items] | ||||
Net Proceeds | 5,000 | |||
Value of liability at its inception | 1,285 | |||
Derivative Liability | $ 847 |
Equity Awards and Warrants - Op
Equity Awards and Warrants - Options, RSUs, PSUs (Details) $ / shares in Units, $ in Thousands | Oct. 16, 2020shares | Sep. 30, 2020shares | Jun. 25, 2020item$ / sharesshares | Jan. 28, 2020shares | Sep. 30, 2020$ / sharesshares | May 31, 2021USD ($)item$ / sharesshares | May 31, 2020USD ($)shares | Aug. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of active plans | item | 1 | |||||||
Number of inactive plans | item | 1 | |||||||
Options outstanding, vested | 12,800,000 | 12,900,000 | ||||||
Options outstanding, nonvested | 5,800,000 | 2,700,000 | ||||||
Stock option exercises, shares | 2,600,000 | |||||||
Proceeds from stock option exercises | $ | $ 1,839 | $ 5,602 | ||||||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options exercised, exercise price | $ / shares | $ 1.40 | |||||||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options exercised, exercise price | $ / shares | $ 0.30 | |||||||
Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, Shares | 3,350,000 | |||||||
Stock option granted, exercise price | $ / shares | $ 3.12 | |||||||
Stock options grant date fair value | $ / shares | $ 2.12 | |||||||
Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, Shares | 675,000 | |||||||
Stock option granted, exercise price | $ / shares | $ 6.15 | |||||||
Stock options grant date fair value | $ / shares | $ 4.20 | |||||||
Management, Employees And Consultants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, Shares | 2,300,000 | |||||||
Management, Employees And Consultants [Member] | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, exercise price | $ / shares | $ 6.15 | |||||||
Stock options grant date fair value | $ / shares | 4.46 | |||||||
Management, Employees And Consultants [Member] | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, exercise price | $ / shares | 2.02 | |||||||
Stock options grant date fair value | $ / shares | $ 1.53 | |||||||
Stock Options | Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, Shares | 3,350,000 | |||||||
Award vesting period | 3 years | 3 years | ||||||
Stock Options | Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of nonemployee directors | item | 3 | |||||||
Options subject to shareholder approval | 506,250 | |||||||
Award vesting period | 1 year | |||||||
Stock Options | Management, Employees And Consultants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Options term | 10 years | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock units granted, shares | 200,000 | |||||||
Award vesting period | 3 years | |||||||
Restricted Stock Units (RSUs) [Member] | Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock units granted, shares | 1,120,000 | 1,120,000 | ||||||
Award vesting period | 3 years | 3 years | ||||||
Units granted, grant date fair value | $ / shares | $ 3.12 | |||||||
Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock units granted, shares | 11,700,000 | |||||||
Award vesting period | 6 months | |||||||
Performance Shares [Member] | Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock units granted, shares | 4,350,000 | 4,350,000 | ||||||
2012 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for issuance | 50,000,000 | 25,000,000 | ||||||
Annual increase in shares authorized, as a percent of outstanding shares | 1.00% | |||||||
Plan extension period | 10 years | |||||||
Shares available for future stock-based grants | 15,300,000 |
Equity Awards and Warrants - Wa
Equity Awards and Warrants - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2021 | Mar. 18, 2021 | Jan. 28, 2021 | Dec. 08, 2020 | Dec. 06, 2020 | Dec. 04, 2020 | Nov. 30, 2020 | Nov. 17, 2020 | Oct. 26, 2020 | Oct. 14, 2020 | Jun. 17, 2020 | Mar. 13, 2020 | Mar. 04, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Dec. 30, 2019 | Dec. 23, 2019 | Dec. 20, 2019 | Dec. 13, 2019 | Dec. 09, 2019 | Aug. 29, 2019 | Jul. 31, 2019 | Jan. 31, 2020 | Nov. 08, 2019 | Nov. 30, 2019 | May 31, 2021 | May 31, 2020 | May 31, 2019 | Aug. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 300,000 | 2,600,000 | |||||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | |||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 1 | $ 0.50 | |||||||||||||||||||||||||||
Warrant exercises, value | $ 19,428 | $ 20,500 | |||||||||||||||||||||||||||
Exercise of warrants for cash | $ 19,400 | ||||||||||||||||||||||||||||
Warrant exercises, shares | 27,300,000 | ||||||||||||||||||||||||||||
Cashless exercise of warrants, shares | 10,600,000 | ||||||||||||||||||||||||||||
Cashless exercise of warrants, warrants | 11,700,000 | ||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 13,409 | $ 3,084 | |||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, shares | 415 | 1,754 | 2,788 | ||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 1,500 | ||||||||||||||||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, shares | 882 | 7,570 | |||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 900 | $ 7,600 | |||||||||||||||||||||||||||
Consultant | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 100,000 | ||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 3.07 | ||||||||||||||||||||||||||||
Warrants grant date fair value | $ 2.11 | ||||||||||||||||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 7,400,000 | 1,800,000 | 1,900,000 | 12,000,000 | |||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.45 | $ 0.45 | $ 0.45 | ||||||||||||||||||||||||||
Stock issued via offering, tender or placement, shares | 14,800,000 | 2,400,000 | 2,600,000 | 19,100,000 | |||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 12,666 | $ 11,815 | |||||||||||||||||||||||||||
Allotment to placement agent | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 700,000 | 4,400,000 | |||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 23,500,000 | ||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.75 | ||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, shares | 670,000 | 47,000,000 | |||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 1,000 | $ 23,488 | |||||||||||||||||||||||||||
Private Warrant Exchange [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 37,100,000 | ||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.45 | $ 0.30 | $ 0.45 | $ 0.75 | $ 0.75 | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||||||
Stock issued via offering, tender or placement, shares | 1,100,000 | 200,000 | 3,600,000 | 2,000,000 | 300,000 | 500,000 | 5,000,000 | 7,000,000 | 16,500,000 | 88,000 | 8,600,000 | 2,700,000 | 4,700,000 | 11,300,000 | 4,400,000 | ||||||||||||||
Stock issued via offering, tender or placement, value | $ 17,556 | $ 6,021 | $ 2,966 | ||||||||||||||||||||||||||
Warrants exchanged (in shares) | 2,500,000 | 1,900,000 | 300,000 | 500,000 | 4,500,000 | 6,400,000 | 16,500,000 | 34,100,000 | |||||||||||||||||||||
Maximum | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 1.35 | ||||||||||||||||||||||||||||
Cashless exercise of warrants, exercise price | 1.35 | ||||||||||||||||||||||||||||
Maximum | Allotment to placement agent | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.44 | ||||||||||||||||||||||||||||
Maximum | Private Warrant Exchange [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.45 | $ 1.50 | $ 0.75 | $ 1 | $ 1.35 | $ 0.75 | $ 0.75 | ||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants, per share | 0.30 | ||||||||||||||||||||||||||||
Cashless exercise of warrants, exercise price | $ 0.40 | ||||||||||||||||||||||||||||
Minimum | Allotment to placement agent | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.40 | ||||||||||||||||||||||||||||
Minimum | Private Warrant Exchange [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.30 | $ 0.90 | $ 0.30 | $ 0.30 | $ 0.35 | $ 0.30 | $ 0.45 |
Equity Awards and Warrants - Ex
Equity Awards and Warrants - Expense and unrecognized (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 1,600 | $ 10,429 | $ 6,548 | $ 3,388 |
Stock Options And Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 8,800 | 6,500 | 3,400 | |
Vested during the period, grant date fair value | 4,700 | $ 3,300 | $ 2,100 | |
Unrecognized compensation expense | $ 8,200 | |||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 5 months 15 days |
Equity Awards and Warrants - Ac
Equity Awards and Warrants - Activity (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Stock option and warrant activity | |||
Options and warrants outstanding, Number of Shares | 131,360 | 178,592 | |
Granted, Number of Shares | 7,036 | 57,720 | |
Exercised, Number of Shares | (75,735) | (101,853) | |
Forfeited/expired/cancelled, Number of Shares | (1,088) | (3,099) | |
Options and warrants outstanding, Number of Shares | 61,573 | 131,360 | 178,592 |
Outstanding exercisable, Number of Shares | 55,713 | ||
Options and warrants outstanding, Weighted Average Exercise Price | $ 0.65 | $ 0.71 | |
Granted, Weighted Average Exercise Price | 3.82 | 0.47 | |
Exercised, Weighted Average Exercise Price | 0.59 | 0.56 | |
Forfeited/expired/cancelled, Weighted Average Exercise Price | 1.66 | 0.74 | |
Options and warrants outstanding, Weighted Average Exercise Price | 0.95 | $ 0.65 | $ 0.71 |
Outstanding exercisable, Weighted Average Exercise Price | $ 0.78 | ||
Options and warrants outstanding, Weighted Average Remaining Contractual Life in Years | 4 years 4 months 24 days | 5 years 9 months 14 days | 3 years 7 months 28 days |
Outstanding exercisable, Weighted Average Remaining Contractual Life in Years | 3 years 11 months 23 days | ||
Options and warrants outstanding, Aggregate Intrinsic Value | $ 68,756 | $ 302,961 | $ 896 |
Outstanding exercisable, Aggregate Intrinsic Value | $ 67,151 |
Acquisition of Patents and In_3
Acquisition of Patents and Intangibles - Components (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 6,446 | $ 18,646 |
Accumulated amortization, net of impairment | (4,793) | (5,190) |
Total amortizable intangible assets, net | 1,653 | 13,456 |
Website development costs | ||
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 20 | 20 |
Leronlimab P R O 140 Acquisition [Member] | ||
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,500 | 3,500 |
Prosta Gene L L C Acquisition [Member] | ||
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,926 | $ 15,126 |
Acquisition of Patents and In_4
Acquisition of Patents and Intangibles - Amortization Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1,800 | $ 2,000 | $ 1,200 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | 669 | ||
2023 | 384 | ||
2024 | 85 | ||
2025 | 85 | ||
Thereafter | 430 | ||
Total amortizable intangible assets, net | $ 1,653 | $ 13,456 |
Acquisition of Patents and In_5
Acquisition of Patents and Intangibles - Acquisition details (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Nov. 16, 2018 | Oct. 16, 2012 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Asset Acquisition [Line Items] | |||||
Acquired intangible assets | $ 1,653 | $ 13,456 | |||
Stock price, in dollars per share | $ 1.50 | $ 0.50 | |||
Leronlimab P R O 140 Acquisition [Member] | |||||
Asset Acquisition [Line Items] | |||||
Aggregate asset purchase price | $ 3,500 | ||||
Acquired intangible assets | $ 3,500 | $ 3,500 | |||
Estimated useful life of acquired intangibles | 10 years | ||||
Prosta Gene L L C Acquisition [Member] | |||||
Asset Acquisition [Line Items] | |||||
Aggregate asset purchase price | $ 15,126 | ||||
Acquired intangible assets | 15,126 | ||||
Equity issued | $ 11,558 | ||||
Shares issued in acquisition | 20.3 | ||||
Stock price, in dollars per share | $ 0.57 | ||||
Prosta Gene L L C Acquisition [Member] | Allotment to placement agent | |||||
Asset Acquisition [Line Items] | |||||
Shares issued in acquisition | 1.6 |
Acquisition of Patents and In_6
Acquisition of Patents and Intangibles - Consideration and allocation (Details) - USD ($) | Nov. 16, 2018 | Oct. 16, 2012 | May 31, 2021 | May 31, 2020 |
Asset Acquisition [Line Items] | ||||
Acquired intangible assets | $ 1,653,000 | $ 13,456,000 | ||
Leronlimab P R O 140 Acquisition [Member] | ||||
Asset Acquisition [Line Items] | ||||
Total consideration in asset purchase | $ 3,500,000 | |||
Acquired intangible assets | $ 3,500,000 | $ 3,500,000 | ||
Prosta Gene L L C Acquisition [Member] | ||||
Asset Acquisition [Line Items] | ||||
Equity issued | $ 11,558,000 | |||
Acquisition costs | 741,000 | |||
Release of deferred tax asset | 2,827,000 | |||
Total consideration in asset purchase | 15,126,000 | |||
Acquired intangible assets | 15,126,000 | |||
Other Assets | 0 | |||
Total acquired assets | $ 15,126,000 |
Acquisition of Patents and In_7
Acquisition of Patents and Intangibles (Details) $ / shares in Units, $ in Thousands, shares in Millions | Mar. 19, 2021shares | Feb. 28, 2021USD ($) | May 31, 2021USD ($)item$ / sharesshares | May 31, 2020USD ($) |
Asset Acquisition [Line Items] | ||||
Shares subject to arbitration | shares | 3.1 | |||
Impairment of Intangible Assets (Excluding Goodwill), Net | $ 10,000 | $ 10,049 | ||
Impairment charge, gross | 12,200 | |||
Impairment charge, reversal of accumulated amortization | $ 2,200 | |||
Shares restricted from transfer | shares | 8.3 | |||
Stock repurchase price, per share | $ / shares | $ 0.001 | |||
Restricted shares, number of installments | item | 3 | |||
Acquired intangible assets | $ 1,653 | $ 13,456 | ||
Patents | ||||
Asset Acquisition [Line Items] | ||||
Acquired intangible assets | $ 4,600 | $ 4,600 | ||
Estimated useful life of acquired intangibles | 10 years |
License Agreements (Detail)
License Agreements (Detail) £ in Millions, $ in Millions | 12 Months Ended | ||
May 31, 2021GBP (£)item | May 31, 2021USD ($)item | May 31, 2020USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of license agreements | item | 2 | 2 | |
Annual charges under the agreement | £ 0.6 | $ 0.8 | |
Prepaid royalties | $ | $ 0.1 | $ 0.1 | |
Maximum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Royalty on net sales (as a percent) | 2.00% | ||
Minimum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Royalty on net sales (as a percent) | 0.75% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
May 31, 2021USD ($) | |
Research, Development And Manufacturing Agreements With Samsung [Member] | |
Loss Contingencies [Line Items] | |
Forecast period | 3 years |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2022 | $ 46,961 |
2023 | 96,126 |
2024 | 58,528 |
2025 | 7,200 |
Contractual Obligation, Total | 208,815 |
Termination One [Member] | Maximum | |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Potential penalties | 3,400 |
Termination Two [Member] | Maximum | |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Potential penalties | 3,700 |
Termination Two [Member] | Minimum | |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
Potential penalties | $ 2,000 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 300 | $ 200 |
Operating Lease, Right-of-Use Asset | 712 | 176 |
Operating Lease, Liability, Current | 175 | 115 |
Operating Lease, Liability, Noncurrent | 552 | 63 |
Operating Lease, Liability, Total | 727 | 178 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | 202 | |
2023 | 225 | |
2024 | 175 | |
2025 | 180 | |
2026 | 183 | |
Lessee, Operating Lease, Total payments | 965 | |
Less: imputed interest | (238) | |
Operating Lease, Liability | $ 727 | $ 178 |
Commitments and Contingencies_3
Commitments and Contingencies - Litigation (Details) shares in Thousands, $ in Millions | Jul. 02, 2021USD ($) | Jun. 04, 2021USD ($)shares | Apr. 22, 2021USD ($) | Mar. 19, 2021USD ($)shares | Feb. 18, 2021USD ($) | Jan. 27, 2021item | Sep. 17, 2020USD ($) | Apr. 29, 2020USD ($) | Aug. 22, 2019shares | May 31, 2021USD ($)shares | May 31, 2020USD ($)shares |
Loss Contingencies [Line Items] | |||||||||||
Legal accrual recorded | $ | $ 10.6 | $ 0 | |||||||||
Number of independent directors | item | 3 | ||||||||||
Compensation policy period | 5 years | ||||||||||
Common stock, shares issued | 626,123 | 519,262 | |||||||||
Shares subject to arbitration | 3,100 | ||||||||||
Delaware Shareholder Derivative Lawsuit [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Damages sought | $ | $ 4.1 | ||||||||||
Delaware Shareholder Derivative Lawsuit [Member] | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount awarded to other party | $ | $ 3 | ||||||||||
Delaware Shareholder Derivative Lawsuit [Member] | Michael Klump, Jordan Naydenov And David Welch [Member] | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Percentage of awards forfeited | 100.00% | ||||||||||
Options forfeited | 2,250 | ||||||||||
Delaware Shareholder Derivative Lawsuit [Member] | Scott A Kelly | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Percentage of awards forfeited | 60.00% | ||||||||||
Options forfeited | 750 | ||||||||||
Delaware Shareholder Derivative Lawsuit [Member] | Nader Pourhassan [Member] | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Percentage of awards forfeited | 100.00% | ||||||||||
Warrants forfeited | 2,000 | ||||||||||
Options forfeited | 400 | ||||||||||
Placement Agent Arbitration Claim [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Damages sought | $ | $ 1.8 | $ 1.8 | $ 0.6 | ||||||||
Amount awarded from other party | $ | $ 0.1 | ||||||||||
Pestell Employment Dispute [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Award vesting period | 3 years | ||||||||||
Stock units granted, shares | 8,300 | ||||||||||
Stock option granted, Shares | 400 | ||||||||||
Prosta Gene Arbitration [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Shares subject to arbitration | 3,100 | ||||||||||
Prosta Gene Arbitration [Member] | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount awarded to other party | $ | $ 6.2 | ||||||||||
Legal fees, etc. | $ | $ 1.4 |
Public Warrant Tender Offers (D
Public Warrant Tender Offers (Detail) $ / shares in Units, shares in Millions, $ in Millions | 2 Months Ended | |||||
Jul. 31, 2019USD ($)item$ / sharesshares | May 31, 2021$ / shares | Dec. 04, 2020$ / shares | Oct. 14, 2020$ / shares | May 31, 2020$ / shares | May 31, 2019$ / shares | |
Public Warrant Tender Offerings [Line Items] | ||||||
Stock price, in dollars per share | $ 1.50 | $ 0.50 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Public Warrant Tender Offerings [Member] | ||||||
Public Warrant Tender Offerings [Line Items] | ||||||
Number of offerings | item | 2 | |||||
Stock issued via offering, tender or placement, shares | shares | 45.4 | |||||
Proceeds from issuance of common shares | $ | $ 11.9 | |||||
Placement agent fees and expenses | $ | 1.1 | |||||
Noncash inducement interest expense | $ | $ 2.4 | |||||
Public Warrant Tender Offerings [Member] | Minimum | ||||||
Public Warrant Tender Offerings [Line Items] | ||||||
Stock price, in dollars per share | $ 0.30 | |||||
Public Warrant Tender Offerings [Member] | Maximum | ||||||
Public Warrant Tender Offerings [Line Items] | ||||||
Stock price, in dollars per share | $ 0.40 |
Private Equity Securities Off_2
Private Equity Securities Offerings (Detail) - USD ($) | Apr. 02, 2021 | Mar. 18, 2021 | Jan. 28, 2021 | Dec. 08, 2020 | Dec. 06, 2020 | Dec. 04, 2020 | Nov. 30, 2020 | Nov. 17, 2020 | Oct. 26, 2020 | Oct. 14, 2020 | Jun. 17, 2020 | Mar. 13, 2020 | Mar. 04, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Dec. 30, 2019 | Dec. 20, 2019 | Aug. 29, 2019 | Jul. 31, 2019 | Mar. 20, 2019 | Jan. 31, 2020 | Nov. 08, 2019 | May 31, 2021 | May 31, 2020 | May 31, 2019 | Jan. 28, 2020 | Nov. 30, 2019 | Oct. 11, 2019 | Oct. 10, 2019 | Aug. 31, 2019 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 1.50 | $ 0.50 | ||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 1 | $ 0.50 | ||||||||||||||||||||||||||||
Common stock warrants to purchase shares | 300,000 | 2,600,000 | ||||||||||||||||||||||||||||
Term of warrants | 5 years | 5 years | ||||||||||||||||||||||||||||
Preferred Stock Shares authorized to be issued | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 13,409,000 | $ 3,084,000 | ||||||||||||||||||||||||||||
Shares issued on debt conversion | 19,900,000 | |||||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 1.35 | |||||||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.30 | |||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 1.50 | $ 0.50 | ||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.75 | |||||||||||||||||||||||||||||
Warrant covering common stock shares purchased, percentage | 50.00% | |||||||||||||||||||||||||||||
Shares issued during the period new issues shares | 670,000 | 47,000,000 | ||||||||||||||||||||||||||||
Common stock warrants to purchase shares | 23,500,000 | |||||||||||||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 1,000,000 | $ 23,488,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,000,000 | 23,500,000 | ||||||||||||||||||||||||||||
Placement agent fees and expenses | 2,700,000 | |||||||||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.50 | |||||||||||||||||||||||||||||
Common stock warrants to purchase shares | 3,900,000 | |||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 3,200,000 | |||||||||||||||||||||||||||||
Certain Lead Investors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock warrants to purchase shares | 1,000,000 | |||||||||||||||||||||||||||||
Private Warrant Exchange [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 0.90 | $ 0.24 | 0.36 | $ 0.60 | $ 0.45 | $ 0.50 | $ 0.40 | |||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.45 | $ 0.30 | $ 0.45 | $ 0.75 | $ 0.75 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||||||
Shares issued during the period new issues shares | 1,100,000 | 200,000 | 3,600,000 | 2,000,000 | 300,000 | 500,000 | 5,000,000 | 7,000,000 | 16,500,000 | 88,000 | 8,600,000 | 2,700,000 | 4,700,000 | 11,300,000 | 4,400,000 | |||||||||||||||
Common stock warrants to purchase shares | 37,100,000 | |||||||||||||||||||||||||||||
Warrants exchanged (in shares) | 2,500,000 | 1,900,000 | 300,000 | 500,000 | 4,500,000 | 6,400,000 | 16,500,000 | 34,100,000 | ||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 17,556,000 | 6,021,000 | $ 2,966,000 | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 700,000 | $ 100,000 | $ 2,900,000 | $ 400,000 | $ 100,000 | $ 300,000 | $ 1,600,000 | $ 2,700,000 | $ 7,400,000 | $ 36,000 | $ 2,200,000 | $ 1,100,000 | $ 800,000 | $ 3,000,000 | $ 1,900,000 | |||||||||||||||
Placement agent fees and expenses | 100,000 | 400,000 | 300,000 | |||||||||||||||||||||||||||
Noncash inducement interest expense | $ 100,000 | $ 32,000 | $ 3,400,000 | $ 700,000 | $ 100,000 | $ 200,000 | $ 1,400,000 | $ 2,200,000 | $ 3,300,000 | $ 200,000 | $ 11,400,000 | 5,500,000 | ||||||||||||||||||
Private Warrant Exchange [Member] | Maximum | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 0.90 | $ 0.75 | $ 0.60 | $ 0.80 | $ 0.70 | $ 0.45 | $ 0.25 | |||||||||||||||||||||||
Exercise price of warrants, per share | 0.45 | 1.50 | 0.75 | 1 | 1.35 | 0.75 | 0.75 | |||||||||||||||||||||||
Private Warrant Exchange [Member] | Minimum | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock price, in dollars per share | 0.60 | 0.45 | 0.24 | 0.24 | 0.21 | 0.18 | 0.22 | |||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.30 | $ 0.90 | $ 0.30 | $ 0.30 | $ 0.35 | $ 0.30 | $ 0.45 | |||||||||||||||||||||||
Private Warrant Exchange, Non-Inducement Shares [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued during the period new issues shares | 800,000 | 100,000 | 80,000 | 7,800,000 | 2,200,000 | 3,400,000 | 7,500,000 | 4,000,000 | ||||||||||||||||||||||
Private Warrant Exchange, Inducement Shares [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued during the period new issues shares | 300,000 | 100,000 | 8,000 | 800,000 | 500,000 | 1,300,000 | 3,800,000 | 400,000 | ||||||||||||||||||||||
Allotment to placement agent | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock warrants to purchase shares | 4,400,000 | 700,000 | ||||||||||||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||||||||||||
Allotment to placement agent | Maximum | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.44 | |||||||||||||||||||||||||||||
Allotment to placement agent | Minimum | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ 0.40 | |||||||||||||||||||||||||||||
Public Warrant Tender Offering [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 11,900,000 | |||||||||||||||||||||||||||||
Series B Convertible Preferred Stock | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred Stock Shares authorized to be issued | 400,000 | 400,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Series C Convertible Preferred Stock | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 1,000 | |||||||||||||||||||||||||||||
Shares issued during the period new issues shares | 415 | 1,754 | 2,788 | |||||||||||||||||||||||||||
Preferred Stock Shares authorized to be issued | 8,203 | 8,000 | 8,203 | 20,000 | 5,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 1,500,000 | |||||||||||||||||||||||||||||
Placement agent fees and expenses | $ 200,000 | |||||||||||||||||||||||||||||
Series C Convertible Preferred Stock | Accredited Investors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued during the period new issues shares | 3,246 | |||||||||||||||||||||||||||||
Series D Convertible Preferred Stock | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||
Shares issued during the period new issues shares | 882 | 7,570 | ||||||||||||||||||||||||||||
Preferred Stock Shares authorized to be issued | 11,737 | 12,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 900,000 | $ 7,600,000 | ||||||||||||||||||||||||||||
Placement agent fees and expenses | $ 4,645 |
Registered Direct Equity Offe_2
Registered Direct Equity Offerings (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 26, 2020 | Dec. 23, 2019 | Dec. 13, 2019 | Dec. 09, 2019 | Nov. 30, 2019 | May 31, 2021 | Mar. 13, 2020 | Jan. 31, 2020 | Aug. 31, 2019 | Jul. 31, 2019 | May 31, 2019 |
Stockholders Equity Note [Line Items] | |||||||||||
Stock price, in dollars per share | $ 1.50 | $ 0.50 | |||||||||
Warrants to purchase common shares, shares | 300,000 | 2,600,000 | |||||||||
Class of warrants, exercise price | $ 1 | $ 0.50 | |||||||||
Term of warrants | 5 years | 5 years | |||||||||
Minimum | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Class of warrants, exercise price | 0.30 | ||||||||||
Maximum | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Class of warrants, exercise price | $ 1.35 | ||||||||||
David F Welch | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Number of shares to be sold | 1,800,000 | 1,600,000 | |||||||||
Stock price, in dollars per share | $ 0.18 | ||||||||||
Warrants to purchase common shares, shares | 2,000,000 | 800,000 | 500,000 | 1,000,000 | |||||||
Class of warrants, exercise price | $ 0.30 | ||||||||||
Proceeds from issuance of common shares | $ 330 | $ 500 | |||||||||
Minority interest amount | 500 | ||||||||||
Investor | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Proceeds from issuance of common shares | $ 4,000 | ||||||||||
Registered Direct Offering [Member] | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Number of shares to be sold | 14,800,000 | 2,400,000 | 2,600,000 | 19,100,000 | |||||||
Stock price, in dollars per share | $ 0.305 | $ 0.30 | $ 0.30 | ||||||||
Warrants to purchase common shares, shares | 7,400,000 | 1,800,000 | 1,900,000 | 12,000,000 | |||||||
Number of shares per warrant | 1 | ||||||||||
Class of warrants, exercise price | $ 0.45 | $ 0.45 | $ 0.45 | ||||||||
Term of warrants | 5 years | 5 years | 5 years | ||||||||
Proceeds from issuance of common shares | $ 4,500 | $ 730 | $ 750 | $ 6,300 | |||||||
Percentage of shares, issued as warrants | 50.00% | ||||||||||
Registered Direct Offering [Member] | Minimum | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Stock price, in dollars per share | $ 0.30 | ||||||||||
Registered Direct Offering [Member] | Maximum | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Stock price, in dollars per share | $ 0.40 | ||||||||||
Allotment to placement agent | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Warrants to purchase common shares, shares | 700,000 | 4,400,000 | |||||||||
Term of warrants | 5 years | ||||||||||
Percentage of shares, issued as warrants | 1.30% | ||||||||||
Allotment to placement agent | Minimum | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Class of warrants, exercise price | $ 0.40 | ||||||||||
Allotment to placement agent | Maximum | |||||||||||
Stockholders Equity Note [Line Items] | |||||||||||
Class of warrants, exercise price | $ 0.44 |
Stock Grants to Employees (Deta
Stock Grants to Employees (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 16, 2020shares | Sep. 30, 2020shares | Jul. 31, 2020USD ($)shares | Jan. 28, 2020shares | Dec. 24, 2019itemshares | Sep. 30, 2020$ / sharesshares | May 31, 2021USD ($)shares | May 31, 2020USD ($)shares | May 31, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of executives | item | 2 | ||||||||
Stock-based compensation | $ | $ 1,600 | $ 10,429 | $ 6,548 | $ 3,388 | |||||
Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued for incentive compensation and tendered for income tax , shares | 300 | 400 | 323 | 380 | |||||
Treasury Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued for incentive compensation and tendered for income tax , shares | 200 | 100 | 157 | 127 | |||||
Executives | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock option granted, Shares | 3,350 | ||||||||
Performance Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock units granted, shares | 11,700 | ||||||||
Award vesting period | 6 months | ||||||||
Performance Shares [Member] | Executives | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock units granted, shares | 4,350 | 4,350 | |||||||
Stock Options | Executives | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock option granted, Shares | 3,350 | ||||||||
Award vesting period | 3 years | 3 years | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock units granted, shares | 200 | ||||||||
Award vesting period | 3 years | ||||||||
Restricted Stock Units (RSUs) [Member] | Executives | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock units granted, shares | 1,120 | 1,120 | |||||||
Award vesting period | 3 years | 3 years | |||||||
Units granted, grant date fair value | $ / shares | $ 3.12 |
Employee Benefit Plan (Detail)
Employee Benefit Plan (Detail) - Employee Savings Plan - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Qualified non-elective contribution, employer contribution, as a percent | 3.00% | ||
Qualified non-elective contribution expense | $ 0.7 | $ 0.1 | $ 0.1 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Tax Rates (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax benefit | $ 0 | $ 0 | $ 2,827 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Income tax provision at statutory rate: | 21.00% | 21.00% | 21.00% |
State income taxes net | 0.00% | 0.00% | 0.00% |
Rate change | 0.00% | 0.00% | 0.00% |
Loss on debt extinguishment | 0.00% | 0.00% | (0.50%) |
Derivative gain (loss) | 0.00% | (1.60%) | 0.60% |
Valuation allowance release from asset acquisition | 0.00% | 0.00% | 4.80% |
Non-deductible debt issuance costs | 0.00% | (0.10%) | 0.00% |
Non-deductible interest on convertible notes | (0.60%) | (1.20%) | (0.30%) |
Inducement interest expense | (1.50%) | (1.30%) | (0.10%) |
Other | 0.00% | (0.30%) | 0.00% |
Credit carry forward generated (released) | (0.10%) | (0.10%) | (3.80%) |
Non-deductible loss on extinguishment of debt | (2.60%) | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amortization, Percent | (0.60%) | (0.30%) | 0.00% |
Effective Income Tax Rate Reconciliation Non Deductible Expense IRC 162 limitation | (1.10%) | (2.40%) | 0.00% |
Stock compensation in excess of ASC 718 | 1.70% | 3.20% | 0.00% |
Non-deductible legal settlement expense | (1.20%) | (3.80%) | 0.00% |
Valuation allowance | (15.00%) | (13.10%) | (16.90%) |
Total | 0.00% | 0.00% | 4.80% |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets and Liabilities (Detail) - USD ($) | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Net operating loss | $ 74,258,000 | $ 55,624,000 | |
Credits | 2,063,000 | 2,063,000 | |
ASC 718 expense on NQO's | 5,510,000 | 4,069,000 | |
Charitable contribution-carry forward | 14,000 | 0 | |
Accrued vacation & payroll | 87,000 | 112,000 | |
ASC 842 lease accounting | (3,000) | 0 | |
Inventory reserve | 146,000 | ||
Accrued expenses | 874,000 | 349,000 | |
Fixed assets | 0 | (1,000) | |
Amortization | 396,000 | 373,000 | |
Debt discount | 0 | 0 | |
Basis difference in acquired assets | (91,000) | (2,483,000) | |
Valuation allowance | (83,254,000) | (60,106,000) | |
Deferred tax asset (liability) non-current | 0 | 0 | |
Noncurrent asset (liabilities) | 83,254,000 | 60,106,000 | |
Valuation allowance | (83,254,000) | (60,106,000) | |
Deferred tax asset (liability) non-current | 0 | 0 | |
Net operating loss | $ 353,600,000 | $ 264,900,000 | $ 190,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Apr. 02, 2021USD ($)$ / sharesshares | Mar. 18, 2021USD ($)shares | Jan. 28, 2021USD ($)shares | Dec. 08, 2020USD ($)$ / sharesshares | Dec. 04, 2020USD ($)$ / sharesshares | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 17, 2020USD ($)$ / sharesshares | Oct. 26, 2020USD ($)shares | Oct. 14, 2020USD ($)$ / sharesshares | Jun. 17, 2020USD ($)shares | Mar. 13, 2020$ / sharesshares | Mar. 04, 2020USD ($)$ / sharesshares | Feb. 28, 2020USD ($)shares | Feb. 26, 2020USD ($)$ / sharesshares | Jan. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2019USD ($)$ / sharesshares | Dec. 23, 2019USD ($)shares | Dec. 20, 2019USD ($)shares | Dec. 13, 2019USD ($)shares | Oct. 08, 2019USD ($)shares | Oct. 07, 2019item$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 12, 2019$ / sharesshares | Jul. 31, 2019USD ($)$ / sharesshares | Jul. 15, 2019item | Dec. 19, 2018USD ($)shares | Dec. 18, 2018USD ($) | Nov. 16, 2018shares | Jul. 10, 2018shares | Jul. 31, 2021USD ($) | Jan. 31, 2020USD ($)$ / sharesshares | Jul. 23, 2021shares | Nov. 14, 2019USD ($) | May 31, 2021USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | Aug. 31, 2019$ / sharesshares | Jun. 12, 2019$ / sharesshares | May 08, 2019shares | Jan. 08, 2019USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, outstanding | 625,680,000 | 518,976,000 | ||||||||||||||||||||||||||||||||||||||
Shares restricted from transfer | 8,300,000 | |||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 300,000 | 2,600,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 1 | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Inducement shares, percentage | 50.00% | |||||||||||||||||||||||||||||||||||||||
Debt instrument converted into equity value | $ | $ 77,703,000 | $ 15,092,000 | $ 1,680,000 | |||||||||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ / shares | $ 1.50 | $ 0.50 | ||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 600,000 | |||||||||||||||||||||||||||||||||||||||
Series D Convertible Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 882 | 7,570 | ||||||||||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||||||||||||||||||
ProstaGene, LLC | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, outstanding | 13,300,000 | |||||||||||||||||||||||||||||||||||||||
Shares held in escrow | 5,400,000 | |||||||||||||||||||||||||||||||||||||||
Restricted shares, release interval | 6 months | |||||||||||||||||||||||||||||||||||||||
Restricted shares, period of restriction | 18 months | |||||||||||||||||||||||||||||||||||||||
Private Warrant Exchange [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 37,100,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.45 | $ 0.30 | $ 0.45 | $ 0.75 | $ 0.75 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 1,100,000 | 200,000 | 3,600,000 | 2,000,000 | 300,000 | 500,000 | 5,000,000 | 7,000,000 | 16,500,000 | 88,000 | 8,600,000 | 2,700,000 | 4,700,000 | 11,300,000 | 4,400,000 | |||||||||||||||||||||||||
Proceeds from issuance of common shares | $ | $ 700,000 | $ 100,000 | $ 2,900,000 | $ 400,000 | $ 100,000 | $ 300,000 | $ 1,600,000 | $ 2,700,000 | $ 7,400,000 | $ 36,000 | $ 2,200,000 | $ 1,100,000 | $ 800,000 | $ 3,000,000 | $ 1,900,000 | |||||||||||||||||||||||||
Stock price, in dollars per share | $ / shares | $ 0.90 | $ 0.24 | $ 0.36 | $ 0.60 | $ 0.45 | $ 0.50 | $ 0.40 | |||||||||||||||||||||||||||||||||
Private Warrant Exchange, Inducement Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 300,000 | 100,000 | 8,000 | 800,000 | 500,000 | 1,300,000 | 3,800,000 | 400,000 | ||||||||||||||||||||||||||||||||
Private Warrant Exchange, Non-Inducement Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 800,000 | 100,000 | 80,000 | 7,800,000 | 2,200,000 | 3,400,000 | 7,500,000 | 4,000,000 | ||||||||||||||||||||||||||||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Convertible note, aggregate principal | $ | $ 5,460,000 | $ 5,460,000 | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 5,460,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||||||||
Principal amount of debt converted | $ | $ 200,000 | 5,154,000 | ||||||||||||||||||||||||||||||||||||||
Denis R. Burger, Ph D [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares covered by accelerated vesting | 500,000 | |||||||||||||||||||||||||||||||||||||||
A Bruce Montgomery | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares covered by accelerated vesting | 100,000 | |||||||||||||||||||||||||||||||||||||||
Anthony D Caracciolo | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Monthly salary | $ | $ 5,000 | $ 16,667 | ||||||||||||||||||||||||||||||||||||||
Options with extended expiration | 150,000 | |||||||||||||||||||||||||||||||||||||||
Options term | 10 years | |||||||||||||||||||||||||||||||||||||||
Dr Kelly And Dr Welch | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Options term | 10 years | 10 years | ||||||||||||||||||||||||||||||||||||||
Number of vesting installments | item | 4 | |||||||||||||||||||||||||||||||||||||||
Number of directors | item | 2 | |||||||||||||||||||||||||||||||||||||||
Scott A Kelly | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 50,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||
Stock options aggregate awarded shares | 200,000 | 750,000 | ||||||||||||||||||||||||||||||||||||||
Stock option granted, exercise price | $ / shares | $ 0.39 | $ 0.385 | ||||||||||||||||||||||||||||||||||||||
Scott A Kelly | Private Warrant Exchange, Inducement Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 25,000 | |||||||||||||||||||||||||||||||||||||||
David F Welch | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 2,000,000 | 500,000 | 800,000 | 1,000,000 | 500,000 | |||||||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||||||||
Stock options aggregate awarded shares | 200,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||
Stock option granted, exercise price | $ / shares | $ 0.39 | $ 0.385 | ||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 1,800,000 | 1,600,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common shares | $ | $ 330,000 | $ 500,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of preferred stock and warrants | $ | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ / shares | $ 0.18 | |||||||||||||||||||||||||||||||||||||||
David F Welch | Series D Convertible Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 1,000 | |||||||||||||||||||||||||||||||||||||||
David F Welch | Private Warrant Exchange, Inducement Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 500,000 | 800,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 200,000 | |||||||||||||||||||||||||||||||||||||||
David F Welch | Private Warrant Exchange, Non-Inducement Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 1,700,000 | |||||||||||||||||||||||||||||||||||||||
David F Welch | Two Thousand And Nineteen Short Term Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Principal amount of debt converted | $ | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Accrued but unpaid interest | $ | 75,343 | |||||||||||||||||||||||||||||||||||||||
Debt instrument converted into equity value | $ | $ 1,100,000 | |||||||||||||||||||||||||||||||||||||||
Warrants issued in debt conversion | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Dr Richard G Pestell | ProstaGene, LLC | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding equity interest | 77.20% | |||||||||||||||||||||||||||||||||||||||
Common stock, outstanding | 8,600,000 | |||||||||||||||||||||||||||||||||||||||
Shares held in escrow | 4,200,000 | |||||||||||||||||||||||||||||||||||||||
Shares restricted from transfer | 8,300,000 | |||||||||||||||||||||||||||||||||||||||
Jordan G. Naydenov | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 600,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 800,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common shares | $ | $ 250,000 | |||||||||||||||||||||||||||||||||||||||
Michael A Klump [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 500,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | |||||||||||||||||||||||||||||||||||||||
Michael A Klump [Member] | Private Warrant Exchange, Inducement Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 1,800,000 | |||||||||||||||||||||||||||||||||||||||
Michael A Klump [Member] | Private Warrant Exchange, Non-Inducement Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common shares, shares | 3,600,000 | |||||||||||||||||||||||||||||||||||||||
Michael A Klump [Member] | Long Term Convertible Note January 2019 | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Convertible note, aggregate principal | $ | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Michael A Klump [Member] | Two Thousand And Nineteen Short Term Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Principal amount of debt converted | $ | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Accrued but unpaid interest | $ | 37,397 | |||||||||||||||||||||||||||||||||||||||
Debt instrument converted into equity value | $ | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Warrants issued in debt conversion | 500,000 | |||||||||||||||||||||||||||||||||||||||
Christopher Recknor [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during the period new issues | 700,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common shares | $ | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock price, in dollars per share | $ / shares | $ 1.50 | |||||||||||||||||||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transactions, amount | $ | $ 900,000 | $ 0 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable, Related Parties | $ | $ 900,000 | |||||||||||||||||||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | Subsequent Event | ||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transactions, amount | $ | $ 100,000 |
Subsequent Events (Detail)
Subsequent Events (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 27, 2021 | Jun. 15, 2021 | Apr. 02, 2021 | Mar. 18, 2021 | Jan. 28, 2021 | Dec. 08, 2020 | Dec. 04, 2020 | Nov. 30, 2020 | Nov. 10, 2020 | Oct. 26, 2020 | Oct. 14, 2020 | Jun. 17, 2020 | Mar. 04, 2020 | Feb. 28, 2020 | Dec. 30, 2019 | Dec. 20, 2019 | Jul. 31, 2019 | Jul. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2020 | Jul. 23, 2021 | Jul. 31, 2019 | Nov. 30, 2020 | May 31, 2021 | May 31, 2020 | May 31, 2019 | Mar. 13, 2020 | Aug. 31, 2019 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 1.50 | $ 0.50 | ||||||||||||||||||||||||||
Class of warrants, exercise price | $ 1 | $ 0.50 | ||||||||||||||||||||||||||
Common stock par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Common stock warrants to purchase shares | 300 | 2,600 | ||||||||||||||||||||||||||
Debt instrument converted into equity value | $ 77,703 | $ 15,092 | $ 1,680 | |||||||||||||||||||||||||
Debt instrument converted number of shares issued | 19,900 | |||||||||||||||||||||||||||
Long-term Convertible Note - November 2020 Note | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 28,500 | |||||||||||||||||||||||||||
Specified monthly redemption amount | 7,500 | $ 7,500 | ||||||||||||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 13,554 | |||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Class of warrants, exercise price | $ 1.35 | |||||||||||||||||||||||||||
Maximum | Long-term Convertible Note - November 2020 Note | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Specified monthly redemption amount | $ 3,500 | |||||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Class of warrants, exercise price | $ 0.30 | |||||||||||||||||||||||||||
Public Warrant Tender Offerings [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock issued during the period new issues | 45,400 | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 11,900 | |||||||||||||||||||||||||||
Noncash inducement interest expense | $ 2,400 | |||||||||||||||||||||||||||
Public Warrant Tender Offerings [Member] | Maximum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock price, in dollars per share | 0.40 | $ 0.40 | ||||||||||||||||||||||||||
Public Warrant Tender Offerings [Member] | Minimum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock price, in dollars per share | 0.30 | 0.30 | ||||||||||||||||||||||||||
Private Warrant Exchange [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 0.90 | $ 0.24 | 0.36 | $ 0.60 | $ 0.45 | $ 0.50 | $ 0.40 | $ 0.40 | $ 0.60 | |||||||||||||||||||
Class of warrants, exercise price | $ 0.45 | $ 0.30 | $ 0.45 | $ 0.75 | $ 0.75 | $ 0.50 | $ 0.50 | $ 0.75 | ||||||||||||||||||||
Stock issued during the period new issues | 1,100 | 200 | 3,600 | 2,000 | 300 | 500 | 5,000 | 7,000 | 16,500 | 88 | 8,600 | 2,700 | 4,700 | 11,300 | 4,400 | |||||||||||||
Proceeds from issuance of common stock | $ 700 | $ 100 | $ 2,900 | $ 400 | $ 100 | $ 300 | $ 1,600 | $ 2,700 | $ 7,400 | $ 36 | $ 2,200 | $ 1,100 | $ 800 | $ 3,000 | $ 1,900 | |||||||||||||
Common stock warrants to purchase shares | 37,100 | |||||||||||||||||||||||||||
Noncash inducement interest expense | $ 100 | $ 32 | $ 3,400 | $ 700 | $ 100 | $ 200 | $ 1,400 | $ 2,200 | $ 3,300 | $ 200 | $ 11,400 | $ 5,500 | ||||||||||||||||
Private Warrant Exchange [Member] | Maximum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock price, in dollars per share | $ 0.90 | $ 0.75 | $ 0.60 | $ 0.80 | $ 0.70 | $ 0.45 | $ 0.25 | |||||||||||||||||||||
Class of warrants, exercise price | 0.45 | 1.50 | 0.75 | 1 | 1.35 | 0.75 | 0.75 | |||||||||||||||||||||
Private Warrant Exchange [Member] | Minimum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock price, in dollars per share | 0.60 | 0.45 | 0.24 | 0.24 | 0.21 | 0.18 | 0.22 | |||||||||||||||||||||
Class of warrants, exercise price | $ 0.30 | $ 0.90 | $ 0.30 | $ 0.30 | $ 0.35 | $ 0.30 | $ 0.45 | |||||||||||||||||||||
Private Warrant Exchange, Inducement Shares [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock issued during the period new issues | 300 | 100 | 8 | 800 | 500 | 1,300 | 3,800 | 400 | ||||||||||||||||||||
Private Warrant Exchange, Non-Inducement Shares [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock issued during the period new issues | 800 | 100 | 80 | 7,800 | 2,200 | 3,400 | 7,500 | 4,000 | ||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Stock issued during the period new issues | 600 | |||||||||||||||||||||||||||
Warrants and stock options exercised, value | $ 500 | |||||||||||||||||||||||||||
Shares issued, vesting of RSUs | 400 | |||||||||||||||||||||||||||
Subsequent Event | Long-term Convertible Note - November 2020 Note | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 4,500 | $ 7,900 | ||||||||||||||||||||||||||
Monthly redemption amount deferred | $ 3,500 | 3,500 | 1,500 | |||||||||||||||||||||||||
Subsequent Event | June 2021 Partitioned Notes [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 6,000 | |||||||||||||||||||||||||||
Debt instrument converted number of shares issued | 4,200 | |||||||||||||||||||||||||||
Subsequent Event | July 2021 Partitioned Notes [Member] | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,000 | $ 4,000 | ||||||||||||||||||||||||||
Debt instrument converted number of shares issued | 3,300 | 3,300 | ||||||||||||||||||||||||||
Subsequent Event | Maximum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Class of warrants, exercise price | $ 1.35 | |||||||||||||||||||||||||||
Subsequent Event | Minimum | ||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||||
Class of warrants, exercise price | $ 0.45 |