Cover Page
Cover Page - USD ($) | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | Jul. 31, 2022 | Nov. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | May 31, 2022 | |||
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 | false | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
ICFR Auditor Attestation Flag | true | |||
Entity Common Stock, Shares Outstanding | 810,720,424 | |||
Entity Public Float | $ 841,543,090 | |||
Auditor Name | Macias Gini & O’Connell LLP | Warren Averett, LLC | ||
Auditor Firm ID | 324 | 2226 | ||
Auditor Location | San Jose, California | Birmingham, Alabama | ||
Current Fiscal Year End Date | --05-31 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Entity Central Index Key | 0001175680 | |||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2022 | May 31, 2021 |
Current assets: | ||
Cash | $ 4,231 | $ 33,943 |
Prepaid expenses | 5,198 | 616 |
Prepaid service fees | 1,086 | 1,543 |
Total current assets | 10,515 | 36,102 |
Inventories, net | 17,929 | 93,479 |
Operating leases right-of-use asset | 536 | 712 |
Property and equipment, net | 73 | 134 |
Intangibles, net | 132 | 1,653 |
Total assets | 29,185 | 132,080 |
Current liabilities: | ||
Accounts payable | 67,974 | 65,897 |
Accrued liabilities and compensation | 8,861 | 19,073 |
Accrued interest on convertible notes | 5,974 | 2,007 |
Accrued dividends on convertible preferred stock | 3,977 | 2,647 |
Operating leases | 134 | 175 |
Convertible notes payable, net | 36,241 | 62,747 |
Total current liabilities | 123,161 | 152,546 |
Long-term liabilities: | ||
Operating leases | 422 | 552 |
Total liabilities | 123,583 | 153,098 |
Commitments and Contingencies (Note 10) | ||
Stockholders' (deficit) equity: | ||
Preferred stock | ||
Common stock, $0.001 par value; 1,000,000 shares authorized; 720,028 and 626,123 issued, and 719,585 and 625,680 outstanding at May 31, 2022 and May 31, 2021, respectively | 720 | 626 |
Additional paid-in capital | 671,013 | 532,031 |
Accumulated deficit | (766,131) | (553,675) |
Treasury stock, $0.001 par value; 443 at May 31, 2022 and May 31, 2021 | ||
Total stockholders' deficit | (94,398) | (21,018) |
Total liabilities and stockholders' equity | 29,185 | 132,080 |
Series B Convertible Preferred Stock | ||
Stockholders' (deficit) equity: | ||
Preferred stock | ||
Series C Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | 2,014 | 1,530 |
Stockholders' (deficit) equity: | ||
Preferred stock | ||
Series D Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | 1,963 | 1,117 |
Stockholders' (deficit) equity: | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | May 31, 2022 | May 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 720,028 | 626,123 |
Common stock, shares outstanding | 719,585 | 625,680 |
Treasury stock, shares | 443 | 443 |
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 | 400 |
Preferred stock, shares issued | 19 | 79 |
Preferred stock, shares outstanding | 19 | 79 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8 | 8 |
Preferred stock, shares issued | 7 | 8 |
Preferred stock, shares outstanding | 7 | 8 |
Series D Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 12 | 12 |
Preferred stock, shares issued | 9 | 9 |
Preferred stock, shares outstanding | 9 | 9 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 266 | $ 0 | |
Cost of goods sold | 53 | ||
Gross margin | 213 | ||
Operating expenses: | |||
General and administrative | 44,303 | 34,320 | $ 19,973 |
Research and development | 27,043 | 53,403 | 52,640 |
Amortization and depreciation | 781 | 1,797 | 2,034 |
Intangible asset impairment charge | 0 | 10,049 | 0 |
Inventory write-off | 73,490 | 5,027 | |
Total operating expenses | 145,617 | 104,596 | 74,647 |
Operating loss | (145,404) | (104,596) | (74,647) |
Interest and other expense: | |||
Interest on convertible notes | (5,417) | (4,387) | (7,330) |
Amortization of discount on convertible notes | (2,958) | (3,591) | (1,645) |
Amortization of debt issuance costs | (87) | (65) | (404) |
Loss on induced conversion | (37,381) | (39,131) | |
Finance charges | (9,029) | (145) | (431) |
Inducement interest expense | (6,691) | (13,922) | (23,437) |
Legal settlement | (3,853) | (10,628) | (22,500) |
Change in fair value of derivative liabilities | (9,542) | ||
Total interest and other expense | (65,416) | (71,869) | (65,289) |
Loss before income taxes | (210,820) | (176,465) | (139,936) |
Income tax benefit | 0 | 0 | 0 |
Net loss | $ (210,820) | $ (176,465) | $ (139,936) |
Earnings Per Share, Basic | $ (0.31) | $ (0.30) | $ (0.33) |
Earnings Per Share, Diluted | $ (0.31) | $ (0.30) | $ (0.33) |
Weighted Average Number of Shares Outstanding, Basic | 676,900 | 587,590 | 421,078 |
Weighted Average Number of Shares Outstanding, Diluted | 676,900 | 587,590 | 421,078 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Preferred Stock | Common Stock Registered Direct Offering [Member] | Common Stock Public Warrant Tender Offering [Member] | Common Stock Private Warrant Exchange [Member] | Common Stock Private Equity Offering | Common Stock | Treasury Stock Public Warrant Tender Offering [Member] | Treasury Stock | Additional Paid-in Capital Registered Direct Offering [Member] | Additional Paid-in Capital Public Warrant Tender Offering [Member] | Additional Paid-in Capital Private Warrant Exchange [Member] | Additional Paid-in Capital Private Equity Offering | Additional Paid-in Capital | Accumulated Deficit | Registered Direct Offering [Member] | Public Warrant Tender Offering [Member] | Private Warrant Exchange [Member] | Private Equity Offering | Total |
Beginning balance at May. 31, 2019 | $ 330 | $ 225,177 | $ (234,420) | $ (8,913) | |||||||||||||||
Beginning 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 repayment, shares | 22,967 | ||||||||||||||||||
Note conversion and extension fees, value | $ 8 | 3,891 | 3,899 | ||||||||||||||||
Note conversion and extension fees, shares | 8,232 | ||||||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||||
Inducement interest expense | 2,713 | 2,713 | |||||||||||||||||
Inducement interest expense related to private warrant exchange, value | 20,724 | 20,724 | |||||||||||||||||
Dividends accrued and paid on preferred stock, value | (945) | (945) | |||||||||||||||||
Legal fees in connection with equity offerings | (16) | (16) | |||||||||||||||||
Stock issued for services, value | $ 3 | (3) | |||||||||||||||||
Stock issued for services, shares | 2,620 | ||||||||||||||||||
Stock issued for bonuses and tendered for income tax, value | 154 | 154 | |||||||||||||||||
Stock issued for bonuses and tendered for income tax, shares | 380 | 127 | |||||||||||||||||
Stock option exercises, value | $ 9 | 5,594 | 5,603 | ||||||||||||||||
Stock option exercises, shares | 8,723 | ||||||||||||||||||
Stock-based compensation | 6,548 | 6,548 | |||||||||||||||||
Issuance of legal settlement, warrants, value | 22,500 | 22,500 | |||||||||||||||||
Offering costs, stock and warrants | $ (378) | (1,059) | (197) | (437) | $ (378) | (1,059) | $ (197) | (437) | |||||||||||
Exercise of option to repurchase common stock, value | (8) | (8) | |||||||||||||||||
Net loss | (139,936) | (139,936) | |||||||||||||||||
Ending balance at May. 31, 2020 | $ 519 | 372,301 | (375,301) | (2,481) | |||||||||||||||
Ending balance, shares at May. 31, 2020 | 109 | 519,262 | 286 | ||||||||||||||||
Issuance of stock for convertible note repayment, value | $ 24 | 96,914 | 96,938 | ||||||||||||||||
Issuance of stock for convertible note repayment, shares | 24,154 | ||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 1 | $ 828 | $ 999 | $ 828 | $ 1,000 | ||||||||||||||
Stock issued via offering, tender or placement, shares | 323 | 667 | 157 | 35,800 | 8,900 | ||||||||||||||
Warrant exercises, value | $ 37 | $ 38 | 17,519 | 18,611 | $ 17,556 | $ 18,649 | |||||||||||||
Warrant exercises, shares | 37,054 | 37,941 | 26,700 | ||||||||||||||||
Inducement interest expense related to private warrant exchange, value | 13,922 | $ 13,922 | |||||||||||||||||
Dividends accrued and paid on preferred stock, value | (1,909) | (1,909) | |||||||||||||||||
Stock option exercises, value | $ 3 | 1,835 | 1,838 | ||||||||||||||||
Stock option exercises, shares | 2,591 | ||||||||||||||||||
Stock-based compensation | 9,601 | $ 9,601 | |||||||||||||||||
Issuance of legal settlement, warrants, value | $ 4 | (4) | |||||||||||||||||
Issuance of legal settlement, warrants, shares | 4,000 | ||||||||||||||||||
Conversion of preferred stock to common stock, shares | (13) | 131 | |||||||||||||||||
Offering costs, stock and warrants | (495) | (495) | |||||||||||||||||
Issuance of common stock upon vesting of stock based compensation awards, shares | 200 | ||||||||||||||||||
Net loss | (176,465) | $ (176,465) | |||||||||||||||||
Ending balance at May. 31, 2021 | $ 626 | 532,031 | (553,675) | (21,018) | |||||||||||||||
Ending balance, shares at May. 31, 2021 | 96 | 626,123 | 443 | ||||||||||||||||
Issuance of stock for convertible note repayment, value | $ 37 | 68,344 | $ 68,381 | ||||||||||||||||
Issuance of stock for convertible note repayment, shares | 37,110 | ||||||||||||||||||
Stock issued via offering, tender or placement, value | $ 38 | $ 46,473 | $ 46,511 | ||||||||||||||||
Stock issued via offering, tender or placement, shares | 38,035 | 7,900 | |||||||||||||||||
Warrant exercises, value | $ 8 | $ 2 | $ 5,382 | 1,034 | $ 5,390 | $ 1,036 | |||||||||||||
Warrant exercises, shares | 7,920 | 1,642 | 1,400 | ||||||||||||||||
Inducement interest expense related to private warrant exchange, value | $ 2 | 6,689 | $ 6,691 | ||||||||||||||||
Inducement interest expense related to private warrant exchange, shares | 2,293 | ||||||||||||||||||
Dividends accrued and paid on preferred stock, value | $ 1 | 305 | (1,636) | (1,330) | |||||||||||||||
Dividends accrued and paid on preferred stock, shares | 613 | ||||||||||||||||||
Stock issued for bonuses and tendered for income tax, value | $ 2 | 666 | 668 | ||||||||||||||||
Stock issued for bonuses and tendered for income tax, shares | 2,582 | ||||||||||||||||||
Stock option exercises, value | $ 1 | 389 | $ 390 | ||||||||||||||||
Stock option exercises, shares | 510 | 500 | |||||||||||||||||
Stock-based compensation | 5,571 | $ 5,571 | |||||||||||||||||
Issuance of legal settlement, warrants, value | 2,863 | 2,863 | |||||||||||||||||
Conversion of preferred stock to common stock | $ 3 | (3) | |||||||||||||||||
Conversion of preferred stock to common stock, shares | (61) | 3,200 | |||||||||||||||||
Finance charges related to warrant issuance for surety bond backstop agreement | 6,585 | 6,585 | |||||||||||||||||
Offering costs, stock and warrants | (5,316) | (5,316) | |||||||||||||||||
Net loss | (210,820) | (210,820) | |||||||||||||||||
Ending balance at May. 31, 2022 | $ 720 | $ 671,013 | $ (766,131) | $ (94,398) | |||||||||||||||
Ending balance, shares at May. 31, 2022 | 35 | 720,028 | 443 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (210,820) | $ (176,465) | $ (139,936) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization and depreciation | 781 | 1,797 | 2,034 |
Amortization of debt issuance costs | 87 | 65 | 404 |
Amortization of discount on convertible notes | 2,958 | 3,591 | 1,645 |
Legal settlements | 3,663 | 22,500 | |
Finance charges related to surety bond backstop agreement | 6,585 | ||
Loss on induced conversion | 37,381 | 39,131 | |
Inducement interest expense and non-cash finance charges | 6,691 | 13,922 | 23,437 |
Interest expense associated with accretion of convertible notes payable | 6,615 | ||
Change in fair value of derivative liabilities | 9,542 | ||
Inventory write-offs | 73,490 | 5,027 | |
Stock-based compensation | 6,239 | 10,429 | 6,548 |
Intangible asset impairment charge | 0 | 10,049 | 0 |
Changes in operating assets and liabilities: | |||
Decrease (increase) in inventories | 2,060 | (79,359) | (19,147) |
Decrease in miscellaneous receivables | 91 | ||
(Increase) decrease in prepaid expenses | (4,125) | 1,228 | (1,577) |
(Decrease) increase in accounts payable and accrued expenses | (2,713) | 53,012 | 19,040 |
Net cash used in operating activities | (77,723) | (117,573) | (68,804) |
Cash flows from investing activities: | |||
Furniture and equipment purchases | (122) | (41) | |
Net cash used in investing activities | (122) | (41) | |
Cash flows from financing activities: | |||
Proceeds from warrant transactions | 5,390 | 17,060 | |
Proceeds from sale of common stock and warrants, net of issuance costs | 41,195 | 1,000 | 12,666 |
Proceeds from warrant exercises | 1,036 | 19,428 | 38,422 |
Proceeds from sale of preferred stock, net of offering costs | 13,409 | ||
Exercise of option to repurchase shares held in escrow | (8) | ||
Payment on convertible notes | (950) | (2,185) | |
Release of restricted cash held in trust for warrant tender offer | (10) | (844) | |
Proceeds from stock option exercises | 390 | 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 | |
Payment of conversion offering costs | (2,303) | ||
Dividend declared and paid on Series B Preferred Stock | (243) | ||
Net cash provided by financing activities | 48,011 | 137,346 | 79,670 |
Net change in cash and restricted cash | (29,712) | 19,651 | 10,825 |
Cash and restricted cash, beginning of period | 33,943 | 14,292 | 3,467 |
Cash and restricted cash, end of period | 4,231 | 33,943 | 14,292 |
Cash and restricted cash consisted of the following: | |||
Cash | 4,231 | 33,943 | 14,282 |
Restricted cash | 10 | ||
Total cash and restricted cash | 4,231 | 33,943 | 14,292 |
Supplemental disclosure: | |||
Cash paid for interest | 63 | 147 | 243 |
Non-cash investing and financing transactions: | |||
Issuance of common stock for principal and interest of convertible notes | 31,000 | 57,807 | 15,092 |
Accrued dividends on convertible Series C and D Preferred Stock | 1,636 | 1,666 | $ 944 |
Cashless exercise of warrants | $ 1 | $ 11 |
Organization
Organization | 12 Months Ended |
May 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization CytoDyn Inc. (together with its wholly owned subsidiaries, 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 clinical-stage biotechnology company focused on the clinical development of innovative treatments for multiple therapeutic indications based on its product candidate, leronlimab (also referred to as “PRO 140” throughout this Form 10-K), a novel humanized monoclonal antibody targeting the CCR5 receptor. The Company is studying leronlimab in human immunodeficiency virus (“HIV”), non-alcoholic steatohepatitis (“NASH”), oncology, and other immunological applications such as coronavirus disease (“COVID-19”). Leronlimab is being investigated as a viral entry inhibitor for HIV, believed to competitively bind to the N-terminus and second extracellular loop of the CCR5 receptor. For immunology, the CCR5 receptor is believed to be implicated in immune-mediated illnesses such as NASH. Leronlimab is being studied in HIV, NASH, oncology, and other therapeutic indications such as COVID-19 where CCR5 is believed to play an integral role. The Company has pursued the regulatory approval of leronlimab in hopes that commercial sales will be obtained based on positive data from its Phase 2b/3 clinical trial for leronlimab as a combination therapy with highly active antiretroviral therapy (“HAART”) for highly treatment-experienced HIV patients, as well as information gathered from meetings with the U.S. Food and Drug Administration (“FDA”) related to its Biologic License Application (“BLA”) for this indication. In July 2020, the Company received a Refusal to File letter from the FDA regarding its BLA submission for leronlimab as a combination therapy with HAART for highly treatment-experienced HIV patients. The FDA informed the Company that the BLA did not contain certain information and data needed to complete a substantive review and therefore, the FDA would not file the BLA. The deficiencies cited by the FDA included administrative deficiencies, omissions, corrections to data presentation and related analyses, and clarifications regarding the manufacturing processes. The Company, with assistance of consultants, is in the process of curing the BLA deficiencies noted. In November 2021, the Company resubmitted the non-clinical and chemistry, manufacturing, and controls (“CMC”) sections of the BLA. As of March 2022, the FDA had commenced its review of the CMC section. As described in Note 10, Commitments and Contingencies - Legal Proceedings Additionally, in March of 2022, the FDA placed the HIV program on a partial clinical hold, which may affect our ability to resubmit the BLA. The Company is in the process of evaluating the data, results of the audit, and implications of the partial clinical hold. The Company will update the feasibility and status of its anticipated resubmission of the clinical section of the BLA once it completes its evaluation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2022 | |
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 CytoDyn Inc. and its wholly owned subsidiaries, CytoDyn Operations Inc. and Advanced Genetic Technologies, Inc. (“AGTI”); AGTI is a dormant entity. 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. Such reclassifications did not have material effect, if any, on the Company’s previously reported financial position, results of operations, stockholders’ (deficit) equity, or net cash provided by operating activities. Revision of Financial Statements During the preparation of the quarterly financial statements as of and for the period ended November 30, 2021, the Company identified an error in how non-cash inducement interest expense was calculated in previous reporting periods dating back to fiscal year 2018. The original inducement expense model was designed to calculate non-cash inducement interest expense specific to inducements that modified the warrant term (e.g., extension of the term or modification of exercise price) without settling the instrument. However, starting in fiscal year 2018, inducements were primarily structured to result in a settlement of the warrant, not merely a modification of a warrant that would remain outstanding for some period. The error was identified when the model started to calculate a gain on substantially all inducements, which was inconsistent with the economics of the arrangements. The error resulted in an understatement of non-cash inducement interest expense and additional paid-in capital. The Company assessed the materiality of the misstatement in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The following tables present a summary of the impact of corrections by financial statement line item for the fiscal years presented: As of and For the Year Ended May 31, 2020 (in thousands, except per share amount) Previously Reported Adjustments Revised Inducement interest expense $ (7,904) $ (15,533) $ (23,437) Total interest and other expense $ (49,756) $ (15,533) $ (65,289) Loss before income taxes $ (124,403) $ (15,533) $ (139,936) Net loss $ (124,403) $ (15,533) $ (139,936) Basic and diluted loss per share $ (0.30) $ (0.03) $ (0.33) Additional paid-in capital (1) $ 351,711 $ 20,590 $ 372,301 Accumulated deficit (1) $ (354,711) $ (20,590) $ (375,301) As of and For the Year Ended May 31, 2021 (in thousands, except per share amount) Previously Reported Adjustments Revised (2) Inducement interest expense $ (11,366) $ (2,556) $ (13,922) Total interest and other expense $ (50,078) $ (2,556) $ (52,634) Loss before income taxes $ (154,674) $ (2,556) $ (157,230) Net loss $ (154,674) $ (2,556) $ (157,230) Basic and diluted loss per share $ (0.27) $ — $ (0.27) Additional paid-in capital (1) $ 489,650 $ 23,146 $ 512,796 Accumulated deficit (1) $ (511,294) $ (23,146) $ (534,440) (1) Previously Reported (2) Also refer to Note 14, Restatement Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and satisfaction of liabilities in the ordinary 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 $210.8 million, $176.5 million, and $139.9 million for the years ended May 31, 2022, 2021, and 2020, respectively, and has an accumulated deficit of $766.1 million as of May 31, 2022. 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 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 regulatory compliance and approval, and 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. However, there can be no assurance 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 revenue and expenses during the reporting period. Estimates are assessed and updated each period to reflect current information, such as the status of our analysis of the clinical trial results and discussions with the FDA which could have an impact on the Company’s significant accounting estimates and assumptions. The Company’s estimates are based on historical experience and on various market and other relevant, appropriate assumptions. Significant estimates include, but are not limited, to those relating to capitalization of pre-launch inventories including reserves and write-offs for excess and obsolete inventories, stock-based compensation, commitments and contingencies, assumptions used to value warrants including warrant modifications and inducements, and research and development expenses. 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 cash balances. Balances in excess of federally insured limits were approximately $4.0 million and $33.7 million at May 31, 2022 and May 2021, respectively. The Company records cash received from fundraising activities before the closing of the transaction as restricted cash in its consolidated balance sheets. Identified Intangible Assets The Company follows the provisions of ASC 350, Intangibles-Goodwill and Other Intangible Assets, net Inventories Previously Expensed Inventories The Company recorded revenue related to sales of vials for emergency purposes only, solely to treat critically ill COVID-19 patients in the Philippines under a Compassionate Special Permit. Cost of goods sold was minimal because the vials sold were expensed in prior periods as research and development expense because they were manufactured prior to the Company’s capitalization of pre-launch inventories as described below. All capitalized inventory amounts represent pre-launch inventories and do not include any inventories previously expensed as research and development expense. Capitalized Pre-launch Inventories Pre-launch inventories comprise of raw materials required to commercially produce leronlimab and substantially completed commercially produced leronlimab in anticipation of commercial sales of the product upon potential regulatory approval as a combination therapy for HIV patients in the United States, and potential EUA for COVID-19 which required substantial commercial scale inventories to be created. The Company’s pre-launch inventories consist of (1) raw materials purchased for commercial production, (2) work-in-progress materials which consist of bulk drug substance, which is the manufactured drug stored in bulk storage, and (3) drug product, which is the manufactured drug in unlabeled vials. 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. The Company capitalizes inventories procured or produced in preparation for product launches. 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 becomes 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, it may make a determination that the related inventory may no longer qualify for capitalization. The Company determines whether raw materials purchased for commercial production are usable for production based on the manufacturer’s assigned expiration date. In evaluating whether raw materials included in the pre-launch inventories will be usable for production, the Company takes into the account the shelf-life of raw materials at the time they are expected to be used in manufacturing. Any raw materials past expiration date at the time of the next manufacturing run are removed from inventory. As one stage of the manufacturing process, the Company produces work-in-progress materials which consist of bulk drug substance, which is the manufactured drug stored in bulk storage. The initial shelf-life of bulk drug substance is established based on periodically performed stability studies and is set at four four The Company utilizes resins, a reusable raw material, in its bulk drug manufacturing process. Shelf-life of a resin used in commercial manufacturing of biologics is determined by the number of cycles for which it has been validated to be used in a manufacturing process before it is considered unusable. Unpacked and unused resins have a manufacturer’s expiration date by which resins are expected to start being used in the manufacturing process without loss of their properties. Prior to a new manufacturing campaign, and between manufacturing campaigns, the resins are removed from storage, are treated and tested for suitability. Once resins are used in the manufacturing process, their shelf-life is measured by a validated predetermined number of manufacturing cycles they are usable for, conditional on appropriate storage solution under controlled environment between production campaigns, as well as by performing pre-production usability testing. Before a manufacturing campaign, each resin is tested for suitability. Regardless of the number of cycles, if a resin fails to meet prespecified suitability parameters it may not be used in manufacturing; likewise, even if the resin meets suitability criteria beyond the lifetime cycles, it may no longer be used. The cost of the resins used in a manufacturing campaign is allocated to the cost of the drug product in vials. The Company values its inventory at the lower of cost or net realizable value using the average cost method. Inventory is evaluated for recoverability by considering the likelihood that revenue will be obtained from the future sale of the related inventory considering 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 became obsolete, has a cost in excess of its expected net realizable value, or is in 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 about the range of likely commercial prices comparable to current comparable commercial product. Quarterly, the Company also evaluates whether certain raw materials held in its inventory are expected to reach the end of their estimated shelf-lives based on passage of time, the number of manufacturing cycles they are used in and results of pre-production testing prior to the expected production date, or when resins used in the manufacturing process fail suitability tests. If any of such events occur, the Company may make a determination to record a charge if it is expected that such inventories will become obsolete prior to the expected production date. 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 inventories, the Company considers the product stability data for all of the pre-approval inventory procured or produced to date to determine whether there is adequate shelf-life. 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 and revaluation of the need for and the amount of the previously recorded reserves. Further, in addition to performing additional stability testing, certain raw materials inventory may be sold in its then current condition prior to reaching expiration. If the Company determines that it is not likely that shelf-life may be extended or the inventory cannot be sold prior to expiration, the Company may record a charge to bring inventory to its net realizable value. During the fourth fiscal quarter of 2022, the Company concluded that certain inventories no longer qualify for capitalization as pre-launch inventories due to expiration of shelf-life prior to expected commercial sales and the ability to obtain additional commercial product stability data until after shelf-life expiration. This is due to delays experienced from the originally anticipated BLA approval date from the FDA. Although these inventories are no longer being capitalized as pre-launch inventories for GAAP accounting purposes, the inventories written-off for accounting purposes continue to be physically maintained, can be used for clinical trials, and can be commercially sold if the shelf-lives can be extended as a result of the performance of on-going continued stability testing of drug product. In the event the shelf-lives of these written-off inventories are extended, and the inventories are sold commercially, the Company will not recognize any costs of goods sold on the previously expensed inventories. The Company also concluded that due to delays of future production certain raw materials would expire prior to production and as such no longer qualify for capitalization. The Company recorded an inventory charge in the amount of $73.5 million for fiscal 2022. Refer to Note 3, Inventories, net Revenue Recognition The Company accounts for and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers For the Company’s sole contract to date, the customer submitted purchase orders to purchase a specified quantity of leronlimab vials; therefore, the delivery of the ordered quantity per the purchase order is accounted for as one performance obligation. The Company does not offer discounts or rebates. The transaction price is determined based on the agreed upon rates per vial indicated in the purchase order or master supply agreement applied to the quantity of leronlimab vials that the customer requested in the purchase order. As the Company’s contract included only one performance obligation, the delivery of the product to the customer, all of the transaction price is allocated to the one performance obligation. Therefore, upon delivery of the product quantity equal to the quantity requested in the purchase order, there are deemed to be no remaining performance obligations. The Company’s shipping and handling activities are considered a fulfillment cost. The Company elected to exclude all sales and value added taxes from the measurement of the transaction price. The Company did not adjust the transaction price for financing since the time period between the transfer of goods and payment is less than one year. The Company recognizes revenue at a point in time when control of the products is transferred to the customer. Management applies judgment in evaluating when a customer obtains control of the promised goods which is generally obtained when the product is delivered to the customer. The Company’s customer contract includes a standard assurance warranty to guarantee that its products comply with agreed specifications. The Company grants a conditional right of return of product in the customer’s inventory upon an adverse regulatory ruling. The Company continually evaluates the probability of such occurrence. If necessary, the Company will defer revenue recognized based on its estimate of the amount of products that may be subject to the right of return. Disaggregation of Revenue Contract Assets and Liabilities Performance Obligations Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed commensurate with the contracted work 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 Note 10, Commitments and Contingencies Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, and debt. As of May 31, 2022, the carrying value of the Company’s assets and liabilities approximate their fair value due to the short-term maturity of the instruments. Debt is 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. 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 the fair value hierarchy as of May 31, 2022 and 2021. Leases Leases are included in operating lease right-of-use (“ROU”) assets, current portion of lease liabilities in the consolidated balance sheets. Lease ROU assets, and 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. Stock-Based Compensation U.S. GAAP requires companies to measure the cost of services received in exchange for the award of equity instruments based on their fair value at the date of grant. The related expense is recognized over the period during which services are expected to be performed in exchange for the award (requisite service period), when designated milestones have been achieved or when pre-defined performance conditions are met. The Company values its stock-based awards using the Black-Scholes option pricing model utilizing assumptions that include stock price volatility, expected term of the award, and risk-free interest rates. The Company estimates forfeitures at the time of grant and makes revisions in subsequent periods, if necessary, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at zero for all periods presented. Debt The Company historically issued promissory notes at a discount and incurred direct debt issuance costs. Debt discount and issuance costs are netted against the debt and amortized over the life of the 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; refer to Note 6 , Convertible Instruments and Accrued Interest Income Taxes Deferred taxes are recorded using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards; 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 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 In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for our fiscal 2022 and 2021 tax years. The net tax expense for the years ended May 31, 2022 and 2021 was zero. As of May 31, 2022 and May 2021, the Company has a full valuation allowance 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 In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) Codification Improvements . The amendments in this update improve consistency by amending the codification to include all disclosure guidance in the appropriate disclosure sections and clarifies application of various provisions in the codification by amending and adding new headings, cross referencing to other guidance, and refining or correcting terminology. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. The transition method utilized for the amendments related to franchise taxes that are partially based on income were applied on a retrospective basis. All other amendments of the adoption of ASU 2019-12 are applied on a prospective basis. The adoption of this standard on June 1, 2021 did not have a material impact on the Company’s consolidated financial statements. The Company adopted ASU 2019-12 effective the year ending May 31, 2022. The adoption of the ASU requires the Company to disclose the impact of the change on the Company’s consolidated financial statements as well as the transition method selected for each topic that will be affected. The transition method utilized for the amendments related to franchise taxes that are partially based on income will be applied on a retrospective basis. All other amendments of the adoption of ASU 2019-12 will be applied on a prospective basis. As of May 31, 2022 and 2021, the adoption of ASU 2019-12 did not have material impact on the income taxes of the Company. Accounting Standards Not Yet Adopted 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) In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Inventories, net
Inventories, net | 12 Months Ended |
May 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 3. Inventories, net Inventories, net of reserves, were as follows: As of May 31, (in thousands) 2022 2021 Raw materials $ 16,264 $ 28,085 Work-in-progress 1,665 65,394 Total inventories, net $ 17,929 $ 93,479 The Company determines whether raw materials purchased for commercial production are usable for production based on the manufacturer’s assigned expiration date. In evaluating whether raw materials included in the pre-launch inventories will be usable for production, the Company takes into the account the shelf-life of raw materials at the time they are expected to be used in manufacturing. Any raw materials past expiration date at the time of the next manufacturing run are removed from inventory. Also, as one of the stages of the manufacturing process, the Company produces work-in-progress materials which consist of bulk drug substance, which is the manufactured drug stored in bulk storage. The initial shelf-life of bulk drug substance is established based on periodically performed stability studies and is set at four four During the fourth fiscal quarter of 2022, the Company concluded that certain inventories no longer qualify for capitalization as pre-launch inventories due to expiration of shelf-life prior to expected commercial sales and the ability to obtain additional commercial product stability data until after shelf-life expiration. This is due to delays experienced from the originally anticipated BLA approval date from the FDA. Although these inventories are no longer being capitalized as pre-launch inventories for GAAP accounting purposes, the inventories written-off for accounting purposes continue to be physically maintained, can be used for clinical trials, and can be commercially sold if the shelf-lives can be extended as a result of the performance of on-going continued stability testing of drug product. In the event the shelf-lives of these written-off inventories are extended, and the inventories are sold commercially, the Company will not recognize any costs of goods sold on the previously expensed inventories. The Company also concluded that due to delays of future production certain raw materials would expire prior to production and as such no longer qualify for capitalization. Specifically, the Company evaluated its raw materials, which consist of specialized raw materials, resins, and other, against the anticipated production date and determined that while the next production date is indeterminable as of May 31, 2022, specialized raw materials have remaining shelf-life ranging from 2023 to 2026. Therefore, a reserve of $10.2 million for the entire remaining value of specialized and other raw materials was recorded as of May 31, 2022. The Company also concluded that approximately $29.1 million, comprised of five batches of drug product, out of total of nine manufactured, is likely to expire prior to the anticipated date the product may be approved for commercialization. Additionally, the Company anticipates that approximately $34.2 million of the drug product comprising of the remaining four manufactured batches, with shelf-lives lasting into 2026, may expire prior to receiving approval for commercialization. The Company wrote off the entire remaining balance of the drug product, in the amount of $63.3 million, as of May 31, 2022. During the fourth fiscal quarter of 2022, the Company completed its validation of the resins’ properties based on the number of cycles they have been used for, and the remaining number of manufacturing cycles they may be used for; the Company did not identify any resins that failed suitability validation. As of May 31, 2022, the remaining lifetime of resins ranges between 37 and 62 cycles. The Company will continue to present its resins inventory based on the remaining shelf-lives until a new shelf-life is assigned based on the results of usability testing. The table below summarizes inventory that had been previously capitalized and subsequently written off for accounting purposes. Work-in-progress and finished drug product inventories continue to be physically maintained, can be used for clinical trials, and can be commercially sold if the shelf-lives can be extended as a result of the performance of on-going continued stability tests. Raw Materials Work-in-progress (in thousands, Expiration period ending May 31, ) Remaining shelf-life (mos) Specialized Resins Other Total Raw Materials Bulk drug product Finished drug product Total inventories 2023 0 to 12 $ 3,658 - 1,421 $ 5,079 $ 1,824 $ - $ 6,903 2024 13 to 24 682 16,264 1,590 18,536 1,665 - 20,201 2025 25 to 36 2,099 - - 2,099 - 29,142 31,241 2026 37 to 48 731 - - 731 - 32,344 33,075 Thereafter 49 or more - - - - - - - Inventories, gross 7,170 16,264 3,011 26,445 3,489 61,486 91,420 Write-off (7,170) - (3,011) (10,181) (1,824) (61,486) (73,491) Inventories, net $ - 16,264 - $ 16,264 $ 1,665 $ - $ 17,929 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 4. Intangible Assets, net Intangible assets were as follows: As of May 31, 2022 2021 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition, net of impairment — 2,926 Website development costs 20 20 Gross carrying value 3,520 6,446 Accumulated amortization, net of impairment (3,388) (4,793) Total intangible assets, net $ 132 $ 1,653 Amortization expense related to the intangible assets for the fiscal years ended May 31, 2022, May 31, 2021, and May 31, 2020 was approximately $0.7 million, $1.8 million and $2.0 million, respectively. The Company recorded an impairment charge of approximately $10.0 million related to the ProstaGene, LLC intangible asset acquisition during the year ended May 31, 2021; none in the fiscal years ended May 31, 2022 and 2020. The aggregate future amortization expense as of May 31, 2022 is estimated at $132.0 thousand in the fiscal year 2023; none beyond fiscal 2023. In November 2018, the Company completed the acquisition of substantially all the assets of ProstaGene, LLC (“ProstaGene”) 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 amortization. In May 2022, in connection with the Pestell Employment Dispute, the Company reached a settlement agreement with Dr. Pestell in which the Company agreed, among other things, to transfer all rights to intangible assets that were acquired as part of the ProstaGene transaction in 2018. The Company recorded a $0.8 million non-cash charge, representing the remaining carrying amount of the ProstaGene patent, as part of legal settlement expense in its consolidated statements of operations in connection with this transfer of assets for the period ended May 31, 2022. Refer to Note 10, Commitments and Contingencies – Legal Matters As of May 31, 2022, the Company recorded and amortized $3.5 million of intangible assets in the form of patents attributable to the leronlimab acquisition. As of May 31, 2021 and 2020, the Company recorded and amortized $4.6 million of intangible assets attributable to leronlimab and ProstaGene patents. The Company estimates the remaining useful life of its intangible assets to be less than a year. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
May 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 5. Accounts Payable and Accrued Liabilities As of May 31, 2022 and 2021, the accounts payable balance was approximately $68.0 million and $65.9 million, respectively. The Company had two vendors that accounted for approximately 57% and 17%, and 72% and 14%, of the total balance of accounts payable as of each respective period. The components of accrued liabilities were as follows: As of May 31, (in thousands) 2022 2021 Compensation and related expense $ 1,504 $ 4,005 Legal fees and settlement 2,006 11,008 Clinical expense 3,727 1,462 Other liabilities 1,624 2,598 Total accrued liabilities $ 8,861 $ 19,073 As of May 31, 2022, the entire accrued legal fees and settlement balance related to legal fees. As of May 31, 2021, the balance of accrued legal settlement and fees was comprised of $10.6 million related to legal settlements, with the remaining amount related to accrued legal fees. |
Convertible Instruments and Acc
Convertible Instruments and Accrued Interest | 12 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Instruments and Accrued Interest | Note 6. Convertible Instruments and Accrued Interest Convertible Preferred Stock As of May 31, 2022 2021 (in thousands) Series B Series C Series D Series B Series C Series D Undeclared dividends $ 10 $ - $ - $ 18 $ - $ - Accrued dividends $ - $ 2,014 $ 1,963 $ - $ 1,530 $ 1,117 Shares of common stock 20 4,028 3,926 36 3,060 2,234 Under the Company’s Certificate of Incorporation, the Company has the right to elect to pay dividends on its outstanding preferred stock in shares of the Company’s common stock. Shares of common stock presented in the table above represent the number of shares that would have been issued had the dividend been paid in shares of the Company’s common stock as of the end of each presented period; undeclared dividends are accrued as of May 31, 2022. Under Section 170 of the Delaware General Corporation Law, the Company is permitted to pay dividends only out of capital surplus or, if none, out of net profits for the fiscal year in which the dividend is declared or net profits from the preceding fiscal year. As of May 31, 2022, the Company had an accumulated deficit of approximately $766.1 million and had net loss in each fiscal year since inception and, therefore, is prohibited from paying any dividends, whether in cash, other property, or in shares of capital stock. Refer to the discussion below for additional information. Series B Convertible Preferred Stock Each share of the Series B Preferred Stock is convertible into ten 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 preferred shareholders 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. Series C Convertible Preferred Stock 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. In the event of 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 D Convertible Preferred Stock 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 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. In the event of 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, and in preference to any payment or distribution to any holders of the Series B Convertible Preferred Stock, $0.001 par value per share, 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. Convertible Notes and Accrued Interest The outstanding balance of convertible notes, including accrued interest, were as follows: As of May 31, 2022 2021 (in thousands) April 2, 2021 Note April 23, 2021 Note Total November 2020 Note April 2, 2021 Note April 23, 2021 Note Total Convertible notes payable outstanding principal $ 9,819 $ 28,500 $ 38,319 $ 13,500 $ 28,500 $ 28,500 $ 70,500 Less: Unamortized debt discount and issuance costs (512) (1,566) (2,078) (1,204) (3,232) (3,317) (7,753) Convertible notes payable, net 9,307 26,934 36,241 12,296 25,268 25,183 62,747 Accrued interest on convertible notes 2,599 3,375 5,974 1,258 447 302 2,007 Outstanding convertible notes payable, net and accrued interest $ 11,906 $ 30,309 $ 42,215 $ 13,554 $ 25,715 $ 25,485 $ 64,754 Changes in the outstanding balance of convertible notes, including accrued interest, were as follows: (in thousands) November 2020 Note April 2, 2021 Note April 23, 2021 Note Total Outstanding balance at May 31, 2021 $ 13,554 $ 25,715 $ 25,485 $ 64,754 Amortization of issuance discount and costs 98 1,197 1,750 3,045 Interest expense 192 2,152 3,073 5,417 Fair market value of shares exchanged for repayment (18,495) (23,578) - (42,073) Difference between market value of 4,651 6,421 - 11,072 Outstanding balance at May 31, 2022 $ - $ 11,907 $ 30,308 $ 42,215 Long-term Convertible Note – March 2020 Note During the preparation and audit of the annual financial statements as of and for the fiscal year ended May 31, 2022, the Company concluded that a material error was identified in how the Company was accounting for common stock issued to settle certain convertible note obligations dating back to fiscal year 2021. The Company had been accounting for these transactions in accordance with debt extinguishment accounting. However, although the contractual terms did not explicitly describe the transactions as induced conversions, the transactions should be accounted for as induced conversions rather than extinguishments of debt and are therefore subject to induced conversion accounting. The error resulted in an understatement of the non-cash loss on induced conversion and additional paid-in capital. The Company recorded an adjustment to loss on convertible debt induced conversion of approximately Restatement Long-term Convertible Note – July 2020 Note During the preparation and audit of the annual financial statements as of and for the fiscal year ended May 31, 2022, the Company concluded that a material error was identified in how the Company was accounting for common stock issued to settle certain convertible note obligations dating back to fiscal year 2021. The Company had been accounting for these transactions in accordance with debt extinguishment accounting. However, although the contractual terms did not explicitly describe the transactions as induced conversions, the transactions should be accounted for as induced conversions rather than extinguishments of debt and are therefore subject to induced conversion accounting. The error resulted in an understatement of the non-cash loss on convertible induced conversion and additional paid-in capital. The Company recorded an adjustment to loss on convertible induced conversion of approximately $14.1 million in the fiscal year ended May 31, 2021. Refer to Note 14, Restatement 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 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. Interest accrued at an annual rate of 10% on the outstanding balance, with the outstanding balance convertible into shares of common stock at an initial conversion price of $10.00 per share upon five In addition, the Company was obligated to make monthly payments to reduce the outstanding balance of the note. During the year ended May 31, 2021 and subsequent to the issuance of the November 2020 Note, the Company and the institutional investor entered into separately negotiated agreements whereby portions of the November 2020 Note were partitioned into new notes, and the November 2020 Note was reduced by the balance of the new notes. The new notes were exchanged concurrently with issuance for shares of the Company’s common stock. On June 11, 2021, June 21, 2021, and June 30, 2021, in partial satisfaction of the June 2021 debt redemption amount on the November 2020 Note, 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 of $6.0 million. The Company and the holder of the November 2020 Note agreed to defer the remaining $1.5 million of the 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. On July 14, 2021 and July 27, 2021, in partial 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 of $4.0 million. The Company and the holder of the November 2020 Note agreed to defer the remaining $3.5 million of the July 2021 debt redemption amount. 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 3.2 million shares of common stock. On August 4, 2021, August 16, 2021, and August 30, 2021, in partial satisfaction of the August 2021 debt reduction amount, the Company and the November 2020 Note holder entered into exchange agreements, pursuant to which the remaining principal and accrued balance of the November 2020 Note was partitioned into new notes (the “August 2021 Partitioned Notes”) with a principal amount of $4.9 million. The Company and the holder of the November 2020 Note agreed to defer the remaining $2.6 million of the August 2021 debt reduction amount. The Company and the investor exchanged the August 2021 Partitioned Notes for approximately 4.4 million shares of common stock. Following the redemption, the obligation under the November 2020 Note was fully satisfied. The Company accounted for the restructured partitioned notes and exchange settlements as induced conversion and, accordingly, recorded an aggregate loss on convertible debt induced conversion of $4.7 and $6.4 million in the years ended May 31, 2022 and 2021, respectively; none in fiscal year ended May 31, 2020. During the preparation and audit of the annual financial statements as of and for the fiscal year ended May 31, 2022, the Company concluded that a material error was identified in how the Company was accounting for common stock issued to settle certain convertible note obligations dating back to fiscal year 2021. The Company had been accounting for these transactions in accordance with debt extinguishment accounting. However, although the contractual terms did not explicitly describe the transactions as induced conversions, the transactions should be accounted for as induced conversions rather than extinguishments of debt and are therefore subject to induced conversion accounting. The error resulted in an understatement of the non-cash loss on induced conversion and additional paid-in capital. The Company recorded an adjustment to loss on induced conversion of approximately $13.9 million and $2.0 million in the fiscal years ended May 31, 2022 and May 31, 2021, respectively. Refer to Note 14, Restatement Long-term Convertible Note – April 2, 2021 Note On April 2, 2021, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured convertible promissory note with a two-year term with the holder of the November 2020 Note in the initial principal amount of $28.5 million (the “April 2, 2021 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. Interest accrues at an annual rate of 10% on the outstanding balance, with the rate increasing to the lesser of 22% per annum or the maximum rate permitted by applicable law upon occurrence of an event of default. In addition, upon any event of default, the investor may accelerate the outstanding balance payable under the April 2, 2021 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 April 2, 2021 Note filed as Exhibit 4.1 Pursuant to the terms of the securities purchase agreement and the April 2, 2021 Note, the Company must obtain the investor’s consent before assuming additional debt with aggregate net proceeds to the Company of less than $50.0 million. In the event of any such approval, the outstanding principal balance of the April 2, 2021 Note will increase automatically by 5% upon the issuance of such additional debt. The investor may convert all or any part the outstanding balance of the April 2, 2021 note into shares of common stock at an initial conversion price of $10.00 per share upon five three three 15 In addition, beginning in May 2021 and for each of the following five months, the Company was obligated through end of November 2021, at discretion of the noteholder, to reduce the outstanding balance of the April 2, 2021 Note by $7.5 million per month. Payments under the November 2020 Note and the April 23, 2021 Note, described below, could be applied toward the payment of each monthly debt reduction amount. These payments are not subject to the 15% prepayment premium, which would otherwise be triggered if the Company were to make payments against such notes exceeding the allowed maximum monthly redemption amount. The conversion feature of the April 2, 2021 Note was analyzed under ASC 815, Derivatives and Hedging In September 2021, the Company and the holder of the April 2, 2021 Note agreed to defer the $7.5 million September 2021 debt redemption amount. On October 5, 2021 and October 21, 2021, in partial satisfaction of the October 2021 debt reduction amount, the Company and the April 2, 2021 Note holder entered into exchange agreements, pursuant to which the April 2, 2021 Note was partitioned into new notes (the “October 2021 Partitioned Notes”) with a principal amount of $5.0 million. The Company and the holder of the April 2, 2021 Note agreed to defer the remaining October 2021 debt redemption amount of $2.5 million. The outstanding balance of the April 2, 2021 Note was reduced by the October 2021 Partitioned Notes. The Company and the investor exchanged the October 2021 Partitioned Notes for approximately 3.9 million shares of common stock. On November 2, 2021 and November 16, 2021, in partial satisfaction of the outstanding principal amount, the Company and the April 2, 2021 note holder entered into exchange agreements, pursuant to which the April 2, 2021 Note was partitioned into new notes (the “November 2021 Partitioned Notes”) with a principal amount of $4.0 million. The Company and the investor exchanged the November 2021 Partitioned Notes for approximately 4.2 million shares of common stock. On December 7, 2021 and December 29, 2021, in partial satisfaction of the outstanding principal amount, the Company and the April 2, 2021 note holder entered into exchange agreements, pursuant to which the April 2, 2021 Note was partitioned into new notes (the “December 2021 Partitioned Notes”) with a principal amount of $4.0 million. The Company and the investor exchanged the December 2021 Partitioned Notes for approximately 4.8 million shares of common stock. On January 19, 2022, in partial satisfaction of the outstanding principal amount, the Company and the April 2, 2021 Note holder entered into an exchange agreement, pursuant to which the April 2, 2021 Note was partitioned into a new note (the “January 2022 Partitioned Note”) with a principal amount of $2.5 million. The Company and the investor exchanged the January 2022 Partitioned Note for approximately 5.4 million shares of common stock. On February 18, 2022, in partial satisfaction of the outstanding principal amount, the Company and the April 2, 2021 Note holder entered into an exchange agreement, pursuant to which the April 2, 2021 Note was partitioned into a new note (the “February 2022 Partitioned Note”) with a principal amount of $3.2 million. The Company and the investor exchanged the February 2022 Partitioned Note for approximately 7.0 million shares of common stock. The Company accounted for the restructured partitioned notes and exchange settlements as induced conversion, and, accordingly, recorded an aggregate loss on convertible debt induced conversion of $6.4 million in the year ended May 31, 2022; none in fiscal years ended May 31, 2021 and 2020 During the preparation of the annual financial statements as of and for the period ended May 31, 2022, the Company’s auditor identified an error in how the Company was accounting for common stock issued to settle certain convertible note obligations dating back to fiscal year 2021. The Company was accounting for these transactions in accordance with debt extinguishment accounting, not conversion inducement accounting. However, these transactions are considered to be an induced conversion rather than an extinguishment of debt although not explicitly stated. The error resulted in an understatement of the non-cash loss on induced conversion and additional paid-in capital. The Company recorded an adjustment to loss on induced conversion of approximately Restatement Long-term Convertible Note – April 23, 2021 Note On April 23, 2021, 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 November 2020 and April 2, 2021 Notes in the initial principal amount of $28.5 million (the “April 23, 2021 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 April 23, 2021 Note is secured by all the assets of the Company, excluding the Company’s intellectual property. Interest accrues at an annual rate of 10% on the outstanding balance of the April 23, 2021 Note, with the rate increasing to the lesser of 22% per annum or the maximum rate permitted by applicable law upon the occurrence of an event of default. In addition, upon any event of default, the investor may accelerate the outstanding balance payable under the April 23, 2021 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 April 23, 2021 Note filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 29, 2021 and incorporated by reference. The investor may convert all or any part of the outstanding balance 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 April 23, 2021 Note, at any time beginning six months after the issue date, upon three three 15 Pursuant to the terms of the securities purchase agreement and the April 23, 2021 Note, the Company must obtain the investor’s consent before assuming additional debt with aggregate net proceeds to the Company of less than $75.0 million. In the event of any such approval, the outstanding principal balance of the April 23, 2021 Note will increase automatically by 5% upon the issuance of such additional debt. The conversion feature in the April 23, 2021 Note was analyzed under ASC 815, Derivatives and Hedging The holders of the April 2 and April 23 Notes have waived provisions in the notes that would have resulted in the imposition of a default interest rate, a downward adjustment in the conversion price, or any other default, breach or imposition of a penalty. The related transactions consisted of the issuance of warrants to purchase 30 million shares of common stock with registration rights to the Indemnitors pursuant to the Backstop Agreement, and the grant of a security interest in the Company’s intellectual property to Indemnitors that are parties to the Backstop Agreement. The noteholders also waived similar rights relating to the issuances of approximately 13 million shares of common stock and shares underlying warrants to investors between February and March 2022, in private placements conducted by the Company. Refer to Note 7, Equity Awards for additional information. The Company fully satisfied its obligations under a number of notes previously outstanding in fiscal years 2021 and 2020; there were no outstanding balances associated with these notes as of May 31, 2022. |
Equity Awards
Equity Awards | 12 Months Ended |
May 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Awards | Note 7 . Equity Awards Stock option and warrant activity is presented in the table below: Weighted average Weighted remaining Aggregate Number of average contractual intrinsic (in thousands, except per share data) shares exercise price life in years value Options and warrants outstanding at May 31, 2020 130,561 $ 0.65 5.79 $ 896 Granted 7,036 $ 3.82 Exercised (75,735) $ 0.59 Forfeited, expired, and cancelled (1,088) $ 1.66 Options and warrants outstanding at May 31, 2021 60,774 $ 0.95 4.37 $ 68,061 Granted 50,205 $ 0.72 Exercised (5,677) $ 0.71 Forfeited, expired, and cancelled (14,597) $ 1.36 Options and warrants outstanding at May 31, 2022 90,705 $ 0.77 4.06 $ 352 Options and warrants outstanding and exercisable at May 31, 2022 82,918 $ 0.69 3.61 $ 352 Years ended May 31, (in thousands) 2022 2021 2020 Option and warrant exercises: Number of options and warrants exercised 5,677 75,735 101,853 Cash received $ 6,816 $ 38,327 $ 44,024 Aggregate intrinsic value $ 5,815 $ 298,891 $ 112,145 The fair value of the equity awards granted is estimated using the Black-Scholes option-pricing model based on the closing stock prices at the grant date and the assumptions specific to the underlying award. Expected volatility assumptions are based on the historical volatility of the Company’s common stock. The expected term assumption is based on the contractual and vesting term of the equity award. The risk-free interest rate is based on the U.S. Treasury yield curve with a maturity equal to the expected life assumed at the grant date. The following table summarizes the assumptions used in the determination of fair value: Years ended May 31, 2022 2021 2020 Expected Volatility 94.3% - 122.0 % 80.3% - 127.8 % 0.0% - 92.8 % Weighted-Average Volatility 104.89 % 84.86 % 52.29 % Expected Dividends - % - % - % Expected Term (In years) 1.5 - 6.0 2.5 - 6.0 0.9 - 10.0 Risk-Free Rate 1.67 % 0.45 % 1.46 % In fiscal year ended May 31, 2022, 2021, and 2020, stock-based compensation expense related to equity instruments totaled $6.2 million, $8.8 million, and $6.5 million, respectively; stock-based compensation expense is presented in general and administrative expense in the Company’s consolidated statements of operations. The grant date fair value of options and warrants vested during the same periods was approximately $3.9 million, $4.7 million, and $3.3 million, respectively. As of May 31, 2022, there was approximately $6.5 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 1.18 years. Stock-based compensation expense for the year ended May 31, 2022 included approximately $1.6 million of forfeitures of unvested equity awards related to the termination of the Company’s former CEO. For the year ended May 31, 2022, approximately $6.6 million of stock-based compensation expense related to 15 million warrants issued under the Backstop Agreement is recorded as a finance charge in the accompanying consolidated statement of operations. Equity Incentive Plan As of May 31, 2022, the Company had one active equity incentive plan, the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan CytoDyn Inc. 2004 Stock Incentive Plan By action taken on February 21, 2022, and May 23, 2022, the Board released 15.0 million and 7.0 million shares of common stock, respectively, from reservation under the 2012 Plan to permit their use for general purposes, leaving approximately 3.9 million shares available for future stock-based grants under the 2012 Plan as of May 31, 2022. As of May 31, 2022, the Board also made a determination to waive the “evergreen provision” that would have automatically increased the number of shares subject to the 2012 Plan effective June 1, 2022, by an amount equal to 1% of the total outstanding shares on May 31, 2022. The Board has called a special meeting of stockholders to be held on August 31, 2022, to vote on an amendment to the Company’s Certificate of Incorporation to increase the total number of shares of common stock authorized for issuance by 350 million shares. If the proposal is approved by the stockholders, the Board intends to restore the 22 million shares reserved for future awards under the 2012 Plan. Stock Options and Other Equity Awards During the fiscal year ended May 31, 2022, the Company granted stock options, covering a total of approximately 3.0 million shares of common stock to non-executive employees and consultants, with exercise prices ranging between $0.43 and $2.23 per share. These stock option awards vest annually over three years, with a ten-year In January 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”) with awards vesting and be settled in shares of common stock of the Company if the Company achieved FDA Breakthrough Therapy designation for cancer within six months of the award date, among other things. The awards were forfeited on July 28, 2020 when the performance conditions were not met. In July 2020, the Company awarded approximately 0.3 million shares of common stock to Nader Z. Pourhassan, Ph.D., Chief Executive Officer at that time, of which approximately 0.2 million were tendered back to the Company to cover income tax withholding requirements. The Company recorded approximately $1.6 million in stock compensation expense. In September 2020, the Company issued to its executives 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 stock units (“PSUs”) covering 4.35 million shares of common stock. The RSUs vest equally over three years, and the PSUs vest over the fiscal year ending May 31, 2021 only if certain performance conditions set forth in the awards are met. The options vest equally over three years. The issuance of common stock underlying the PSUs granted for performance in fiscal year ending May 31, 2021 are subject to the Compensation Committee’s determination if certain performance conditions set forth in the awards are met. During the fiscal year ended May 31, 2022, the Company issued approximately 0.4 million shares of common stock to executives in connection with the time-based vesting of RSUs granted in June Additionally, the Company issued approximately 0.4 million shares of common stock in connection with the vesting of PSUs awarded in June 2020. The PSUs are subject to the Compensation Committee’s determination of the level of achievement of performance conditions set forth in the respective award agreements. Of the 4.35 million of original PSU awards, approximately 3.9 million PSUs were forfeited. Further, certain members of management received a total of approximately 0.2 million shares of fully vested shares of common stock in lieu of a portion of their cash bonus for services in fiscal year 2021. In order to preserve cash resources, in April 2022, the Board of Directors approved the issuance to executive officers of shares of common stock with a value equal to 25 percent of salary in lieu of cash, net of payroll deductions and withholding taxes. During the fiscal year ended May 31, 2022, a total of 317,441 shares of common stock were issued pursuant to this cash preservation program. The number of shares issued was based on the closing price of the common stock on each payroll date. Private Offerings of Shares of Common Stock and Warrants Directly by the Company I five-year In connection with the private placements to accredited investors described above, certain accredited investors who participated in previous private placements purchased 8.8 million shares of common stock, together with warrants with exercise prices ranging from $0.40 to $1.00 per share, to purchase a total of approximately 4.1 million shares of common stock. In connection with these purchases, the Company modified agreements related to issuances in the previous private placement, effectively lowering the purchase price of common shares, lowering the exercise price of the underlying warrants, and increasing the warrant coverage on the common stock purchased, resulting in the issuance of an additional 2.3 million shares of common stock and 0.9 million warrants with exercise prices of $0.45 to $1.00 per share. As the result of these modifications, the Company recorded inducement interest expense of approximately $1.5 million in the year ended May 31, 2022. Additionally, during the fiscal year ended May 31, 2022, the Company entered into privately negotiated warrant exchange agreements with certain accredited investors, pursuant to which the investors purchased shares of common stock at exercise prices ranging from $0.45 to $1.00 per share. The Company issued approximately 3.5 million shares of common stock under the original warrants, as well as additional shares as an inducement to equity holders to exercise their warrants, for a total of approximately 7.9 million shares of common stock. In connection with these transactions, the Company recognized $5.2 million of inducement interest expense in the year ended May 31, 2022. The total proceeds were $5.4 million. In February 2022, the Company issued to a third-party consultant, as consideration for services, a warrant to purchase 25,000 shares of common stock at an exercise price of $1.04 per share and with a term expiring on December 6, 2031. The warrant is fully vested as to 15,000 shares with the remainder vesting on December 6, 2022, subject to forfeiture if the consultant ceases to provide services to the Company prior to that date. The Company recognized $14 thousand in stock-based compensation related to this award in the year ended May 31, 2022. Legal Settlement Issuances During the fiscal year ended May 31, 2022, the Company settled a dispute with a placement agent in part by the issuance of warrants covering 1.6 million shares of common stock that expire in seven years and have a stated exercise price of $0.40 per share. The expense is presented as part of the legal settlement expense in the accompanying consolidated statement of operations and consists of a $0.2 million cash payment and $1.7 million of non-cash expense related to the issuance of warrants. Private Warrant Exchanges During the fiscal year ended May 31, 2021, the Company also entered into private warrant exchanges in which certain accredited investors purchased shares of common stock at a reduced warrant exercise price ranging from $0.21 to $0.90 per share as compared to the original stated exercise prices ranging from $0.30 to $1.50 per share. The Company issued a total of approximately 35.8 million shares of common stock upon the exercise of exchanged warrants, and approximately 0.4 million additional shares as an inducement to exercise warrants, for a total of approximately 36.2 million shares. Of these shares, 34.9 million shares were issued in exchange for 32.6 million warrants to purchase common stock. Aggregate gross proceeds from the private warrant exchanges were approximately $16.2 million, after total offering costs of approximately $0.5 million. In connection with these transactions, the Company recognized approximately $14.0 million in non-cash inducement interest expense. For the year-ended May 31, 2022 the Company recorded non-cash inducement interest expense of approximately $6.7 million in connection with the private warrant exchanges. For the fiscal year-ended May 31, 2021 the Company recorded non-cash inducement interest expense totaling approximately $13.9 million in connection with the private warrant exchanges. Private Placement of Warrants under Surety Bond Backstop Agreement On February 14, 2022, the Company entered into a Surety Bond Backstop Agreement (the “Backstop Agreement”) with an accredited investor in his individual capacity and as trustee of a revocable trust, as well as certain other related parties (collectively, the “Indemnitors”). Pursuant to the Backstop Agreement, the Indemnitors agreed to assist the Company in obtaining a surety bond (the “Surety Bond”) for posting in connection with the Company’s ongoing litigation with Amarex Clinical Research, LLC ("Amarex”) by, among other things, agreeing to indemnify the issuer of the Surety Bond (the “Surety”) with respect to the Company’s obligations under the Surety Bond through August 13, 2022. As consideration for the Indemnitors’ agreement to indemnify the Surety, the Company agreed (i) to issue to 4-Good Ventures LLC, an affiliate of the Indemnitors (“4-Good”), a warrant for the purchase of 15,000,000 shares of common stock as a backstop fee (the “Initial Warrant”), (ii) to issue to 4-Good a warrant for the purchase of an additional 15,000,000 shares, to be exercisable only if the Indemnitors are required to make any payment to the Surety (the “Make-Whole Warrant” and, together with the Initial Warrant, the “4-Good Warrants”), and (iii) if the Indemnitors are required to make a payment to the Surety, (A) within 90 days of such payment, to reimburse the Indemnitors for any amount paid to the Surety and (B) to pay to the Indemnitors an indemnification fee in an amount equal to 1.5 times the amount paid by the Indemnitors to the Surety. The payment obligations of the Company to the Indemnitors will bear interest at 10% per annum and are secured by substantially all of the patents held by the Company. The Company recognized a finance charge of approximately $6.6 million related to the warrant issuance for the year ended May 31, 2022. Pursuant to an amendment to the Backstop Agreement executed on July 18, 2022 (the “Backstop Amendment”), (i) the obligation of the Indemnitors to indemnify the Surety was extended from August 13, 2022 to November 15, 2022, (ii) each of the 4-Good Warrants has a five-year Private Placement of Common Stock and Warrants through Placement Agent During the fiscal year ended May 31, 2022, the Company conducted two private placements of common stock and warrants to accredited investors through a placement agent. The first private placement was completed on November 24, 2021, resulting in the issuance of a total of approximately 11.4 million shares, together with warrants to purchase a total of approximately 5.0 million shares. The securities were issued at a purchase price of $1.00 per fixed combination (unit) of one share of common stock and three The second private placement conducted through a placement agent during the fiscal year ended May 31, 2022, began in April 2022 and was completed on June 24, 2022. As of May 31, 2022, the Company had sold a total of 34.6 million units, with each unit comprising a fixed combination of one share of common stock and three-quarters of one warrant to purchase one share of common stock for a purchase price of $0.255 per unit, for gross proceeds of $8.8 million and net proceeds of $7.6 million. The warrants issued to investors in the private placement have a five-year term and an exercise price of 120% of the final unit price, or $0.30 per share, and are immediately exercisable. The Company agreed to pay the placement agent a cash fee in an amount equal to 13% of the gross proceeds of the offering, as well as a one-time non-accountable expense fee of $50,000, and to issue to the placement agent or its designees warrants with an exercise price of $0.255 per share and a 10-year Also refer to Note 13, Subsequent Events - Private Placement of Common Stock and Warrants through Placement Agent. Payment of Severance to Former Executive Officers in Common Stock During the fiscal year ended May 31, 2022, the Board terminated the employment of our CEO and General Counsel. Under the terms of their respective employment agreements, the Company was obligated to pay severance equal to 18 months of salary to our former CEO and 12 months of salary to our former General Counsel. As permitted by the employment agreements, in March 2022, the Board authorized the severance payments to our former CEO and the remaining severance payments to be made to our General Counsel to be made through the issuance of shares of common stock. On March 25, 2022, the Company issued 908,418 shares to our former CEO in satisfaction of our obligation to make an initial lump sum payment equal to 12 months’ salary, subject to tax withholding and other payroll deductions. As of May 31, 2022, a total of 155,612 shares had been issued to our former General Counsel in satisfaction of our obligation to pay $12,500 in severance each payroll period, net of tax withholding and other payroll deductions. The number of shares issued was based on the closing price of the Common Stock on each payroll date. Warrants During the fiscal year ended May 31, 2022, the Company issued approximately 1.4 million shares of common stock in connection with the exercise of an equal number of warrants. The stated exercise prices ranged from $0.45 to $1.35 per share, which resulted in aggregate gross proceeds of approximately $1.0 million. Additionally, during the fiscal year ended May 31, 2022, the Company issued approximately 0.2 million shares of common stock in connection with the cashless exercise of approximately 0.3 million warrants with stated exercise prices ranging from $0.40 to $0.83 . In connection with various private warrant exchange agreements during the fiscal year ended May 31, 2022, the Company issued approximately 7.9 million shares of common stock in connection with the exercise of approximately 3.5 million warrants. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Note 8. 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 reconciliation of the numerators and denominators of the basic and diluted net loss per share computations are as follows: Years ended May 31, (in thousands, except per share amounts) 2022 2021 2020 (Restated) (1) (Revised) (1) Net loss $ (210,820) $ (176,465) $ (139,936) Less: Accrued preferred stock dividends (1,628) (1,687) (708) Net loss applicable to common stockholders $ (212,448) $ (178,152) $ (140,644) Basic and diluted weighted average common shares outstanding 676,900 587,590 421,078 Basic and diluted loss per share $ (0.31) $ (0.30) $ (0.33) (1) See Note 2, Revision of Financial Statements , and Note 14, Restatement . Refer to Note 13, Subsequent Events - Private Placement of Common Stock and Warrants through Placement Agent 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 periods presented: As of May 31, (in thousands) 2022 2021 2020 Stock options, warrants, and unvested restricted stock units 106,002 82,386 131,361 Convertible notes 12,000 18,000 3,864 Convertible preferred stock 32,535 33,008 30,130 |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. 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. As noted below, there was no net deferred tax benefit or expense for the periods ended May 31, 2022, 2021, and 2020. Reconciliation of the federal statutory income tax rate of 21% to the effective income tax rate is as follows: Years ended May 31, 2022 2021 2020 Income tax provision at statutory rate: 21.0 % 21.0 % 21.0 % Derivative loss — — (1.6) Non-deductible debt issuance costs — — (0.1) Non-deductible interest on convertible notes (0.5) (0.6) (1.2) Inducement interest expense (0.7) (1.5) (1.3) Other 1.1 — (0.3) Credit carry-forward released (0.2) (0.1) (0.1) Non-deductible loss on induced conversion (3.7) (2.6) — Non-deductible debt discount amortization (0.3) (0.6) (0.3) IRC section 162(m) limitation (0.1) (1.1) (2.4) Stock-based compensation in excess of ASC 718 0.0 1.7 3.2 Non-deductible expense on induced conversion of debt (0.3) (1.2) (3.8) Valuation allowance (16.3) (15.0) (13.1) Effective income tax rate 0.0 % 0.0 % 0.0 % Net deferred tax assets and liabilities, non-current, are comprised of the following: As of May 31, 2022 2021 Net operating loss $ 106,965 $ 74,258 Credits 2,063 2,063 ASC 718 expense on NQO’s 6,057 5,510 Charitable contribution carry forward 14 14 Accrued vacation and payroll 68 87 ASC 842 lease accounting — (3) Right of use asset (112) — Lease liability 117 — Inventory 2,138 146 Accrued expenses 89 874 Amortization 238 396 Fixed assets 1 — Basis difference in acquired assets — (91) Valuation allowance (117,638) (83,254) Deferred tax asset, non-current $ — $ — Non-current asset 117,638 83,254 Valuation allowance (117,638) (83,254) 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 is not 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, 2022, 2021, and 2020, the Company had available net operating loss carry forwards of approximately $509.4 million, $352.0 million and $264.7 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, 2019 through 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 31, 2022 | |
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 On January 6, 2022, Samsung provided written notice to the Company alleging that the Company had breached the parties’ Master Services and Project Specific Agreements for failure to pay $13.5 million due on December 31, 2021. An additional $22.8 million became due under the agreements on January 31, 2022, and was included in accounts payable as of February 28, 2022. Under the agreements, Samsung may be entitled to terminate its services if the parties cannot reach an agreement as to the past due balance. Management is in ongoing discussions with Samsung regarding potential approaches to resolve these issues, including proposals by both parties of a revised schedule of payments over an extended period of time, and proposals by the Company of satisfaction of a portion of the Company’s payment obligations in equity securities of the Company and postponing or cancelling the manufacturing of additional drug product provided for in the agreements. As of May 31, 2022, the Company had past due balances of approximately $38.1 million due to Samsung which were included in accounts payable. As of May 31, 2022, the future commitments pursuant to these agreements are estimated as follows (in thousands): Fiscal Year Amount 2023 $ 34,638 2024 121,750 2025 76,400 2026 and thereafter — Total $ 232,788 Commitments with Contract Research Organization (“CRO”) The Company entered, and continues to maintain agreements, into project work orders, as amended, for each of our clinical trials with a CRO and related laboratory vendors. Under the terms of these agreements, the Company prepaid execution fees for direct services costs, which are recorded as a current asset in the accompanying consolidated balance sheets. In the event the Company were to terminate any trial, it may incur financial penalties to be payable to the CRO. Distribution and Licensing In December 2019, the Company entered into Commercialization and License Agreement, and Supply Agreement (together the “License Agreements”) with Vyera Pharmaceuticals, LLC (“Vyera”) under which the Company granted Vyera an exclusive royalty-bearing license to commercialize pharmaceutical preparations containing leronlimab for treatment of HIV in the United States. The License Agreements gave Vyera the right to assign its rights and obligations under the License Agreements to an affiliate of Vyera. In October 2020, Vyera assigned the License Agreements to SevenScore Pharmaceuticals, which in turn, in December 2021, assigned them to Regnum Corp. Vyera, SevenScore and Regnum are each controlled by their parent Phoenixus AG. The License Agreements, as assigned, provide that, pursuant to the terms and subject to the conditions set forth therein, Regnum will, at its cost, use commercially reasonable efforts to commercialize leronlimab for treatment of HIV in the United States. The Company retained the right to license leronlimab for uses in the United States for purposes other than the treatment of HIV and for any purposes outside the United States. The License Agreements obligate Regnum to pay the Company up to $85.3 million upon the achievement of certain sales and regulatory milestones. Certain milestones are subject to reduction if not achieved within an agreed-upon timeframe. Regnum may also pay the Company additional potential milestone payments upon the regulatory approval of leronlimab for certain subsequent indications in the field. Whether a particular subsequent indication qualifies for an additional milestone payment will be determined in good faith by the parties at the time such an event occurs. In addition, during the Royalty Term, as defined in the License Agreements, but, in any event, a period of not less than 10 years following the first commercial sale under the License Agreements, Regnum is obligated to pay the Company a royalty equal to 50% of Regnum’s net sales from product sales. The royalty is subject to reduction during the Royalty Term after patent expiry and expiry of regulatory exclusivity. Following expiration of the Royalty Term, Regnum has non-exclusive rights to commercialize the product. Regnum has the right to terminate the License Agreements (i) upon written notice to the Company on or after December 19, 2021 and prior to the Company’s receipt of approval from the FDA of the BLA for the manufacture and sale of leronlimab for HIV, (ii) if Regnum fails to achieve certain aggregate Net Sales (as defined in the License Agreements) of leronlimab during the period beginning on the date of first commercial sale and ending on the date that is two years from the date of the first commercial sale, and (iii) with 180 days’ prior written notice, at Regnum’s convenience following the second anniversary of the first commercial sale of leronlimab. On April 6, 2021, the Company entered into an exclusive supply and distribution agreement with Biomm S.A., a Brazilian pharmaceutical company, granting the exclusive right to distribute and sell leronlimab in Brazil upon Brazilian regulatory approval. PRO 140 Acquisition and Licensing Arrangements We originally acquired leronlimab, as well as certain other related assets, including the existing inventory of PRO 140 bulk drug substance, intellectual property, and FDA regulatory filings, pursuant to an Asset Purchase Agreement, dated as of July 25, 2012, and effective October 16, 2012 (the “Progenics Purchase Agreement”), between CytoDyn and Progenics. Pursuant to the Progenics Purchase Agreement, we are required to pay Progenics a milestone payment and royalties as follows: (i) $5,000,000 at the time of the first U.S. new drug application approval by the FDA or other non-U.S. approval for the sale of leronlimab; and (ii) royalty payments of up to 5% on net sales during the period beginning on the date of the first commercial sale of leronlimab until the later of (a) the expiration of the last to expire patent included in the acquired assets, and (b) 10 years, in each case determined on a country-by-country basis. To the extent that such remaining milestone payment and royalties are not timely made, under the terms of the Progenics Purchase Agreement, Progenics has certain repurchase rights relating to the assets sold to us thereunder. Payments to Progenics are in addition to payments due under a Development and License Agreement, dated April 30, 1999 (the “PDL License”), between Protein Design Labs (now AbbVie Inc.) and Progenics, which was assigned to us in the Progenics Purchase Agreement, pursuant to which we have an exclusive worldwide license to develop, make, have made, import, use, sell, offer to sell or have sold products that incorporate the humanized form of the leronlimab antibody developed under the agreement. Pursuant to the PDL License, we are required to pay AbbVie Inc. milestone payments and royalties as follows: (i) $500,000 upon filing a Biologic License Application with the FDA or non-U.S. equivalent regulatory body; (ii) $500,000 upon FDA approval or approval by another non-U.S. equivalent regulatory body; and (iii) royalties of up to 3.5% of net sales for the longer of 10 years and the date of expiration of the last to expire licensed patent. Additionally, the PDL License provides for an annual maintenance fee of $150,000 until royalties paid exceed that amount. To the extent that such remaining milestone payments and royalties are not timely made, under the terms of the PDL License, AbbVie Inc. has certain termination rights relating to our license of leronlimab thereunder. Effective July 29, 2015, we entered into a License Agreement (the “Lonza Agreement”) with Lonza Sales AG (“Lonza”) covering Lonza’s “system know-how” technology with respect to our use of proprietary cell lines to manufacture new leronlimab material. The Lonza Agreement provides for an annual license fee and future royalty payments, both of which varies based on whether Lonza, or we or our strategic partner manufactures leronlimab. We currently use two independent parties as contract manufacturers for leronlimab. Therefore, if this arrangement continues, an annual license fee of £0.6 million (approximately $0.7 million given current exchange rate) would continue to apply, as well as a royalty, up to 2% of the net selling price upon commercialization of leronlimab, excluding value added taxes and similar amounts. Operating Leases We lease our principal office location in Vancouver, Washington. The Vancouver lease expires on April 30, 2026. Consistent with the guidance in ASC 842, Leases covenants requiring special treatment under ASC 842. During the fiscal years ended May 31, 2022 and 2021, we recognized $0.2 million and $0.3 million of operating lease costs. The following table summarizes the presentation of the operating in our consolidated balance sheet at May 31, 2022 and 2021: As of May 31, (in thousands) 2022 2021 Assets Right of use asset $ 536 $ 712 Liabilities Current operating lease liability $ 134 $ 175 Non-current operating lease liability 422 552 Total operating lease liability $ 556 $ 727 The minimum (base rental) lease payments reconciled to the carrying value of the operating lease liabilities as of May 31, 2022 are expected to be as follows (in thousands): Fiscal Year Amount 2023 $ 177 2024 182 2025 185 2026 208 Total operating lease payments 752 Less: imputed interest (196) Present value of operating lease liabilities $ 556 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. Shareholder Derivative Lawsuit under Section 16(b) of the Securities Exchange Act On September 10, 2020, certain stockholders of the Company filed a derivative action in the U.S. District Court for the Western District of Washington against then CEO Nader Z. Pourhassan, Ph.D. The plaintiffs claimed that certain of Dr. Pourhassan’s transactions in the Company’s common stock violated Section 16(b) of the Securities Exchange Act of 1934. The Company was only a nominal defendant in the action, and the plaintiffs sought no relief against the Company. On March 12, 2021, the district court granted Dr. Pourhassan’s motion to dismiss the plaintiffs’ complaint with prejudice. The plaintiffs timely appealed that decision to the U.S. Court of Appeals for the Ninth Circuit. On April 8, 2022, the Court of Appeals affirmed the district court’s ruling. Pestell Employment Dispute On May 19, 2022, the Company and its subsidiary CytoDyn Operations Inc. entered into a Settlement Agreement with Richard G. Pestell, M.D. Ph.D. (“Dr. Pestell”), its former Chief Medical Officer. The Settlement Agreement terminated a lawsuit brought by Dr. Pestell in the U.S. District Court for the District of Delaware in August 2019 denominated Pestell v. CytoDyn Inc., et al. (the “Lawsuit”) that alleged breach of Pestell’s employment agreement with the Company, and the Company’s failure to release from escrow 8,342,000 shares of the Company’s common stock (the “Escrowed Stock”), issued in connection with the Company’s 2018 acquisition of ProstaGene LLC, of which Dr. Pestell was a controlling owner. Under the Settlement Agreement, the Company agreed to: (1) relinquish all rights to, and remove all transfer restrictions from, the Common Stock; (2) transfer and assign to Dr. Pestell all rights, title and interest (if any) in and to certain intangible assets that had been acquired in the ProstaGene transaction; (3) grant to Dr. Pestell warrants with a three-year term to purchase 7,000,000 shares of Common Stock at an exercise price of $0.37 per share (the “Warrants”); and (4) include the shares issuable upon exercise of the Warrants in a registration statement to be filed by the Company with the SEC under the Securities Act of 1933, in connection with a private placement of shares of Common Stock and warrants as described in the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2022. Except as described above, the Warrants have substantially the same terms as the form of warrant filed as Exhibit 4.1 to the Company’s Form 8-K filed on September 7, 2021. In addition, each of the parties agreed to dismiss the lawsuit and to release the other party from all claims, whether known or unknown as of May 19, 2022, other than the rights and obligations arising out of or in connection with the Settlement Agreement. Securities Class Action Lawsuit s On March 17, 2021, a stockholder filed a putative class-action lawsuit (the “March 17, 2021 lawsuit”) in the U.S. District Court for the Western District of Washington against the Company and certain current and former officers. The complaint generally alleges the defendants made false and misleading statements regarding the viability of leronlimab as a potential treatment for COVID-19. 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. On August 9, 2021, the court appointed lead plaintiffs for the March 17, 2021 lawsuit. On December 21, 2021, lead plaintiffs filed an amended complaint, which is brought on behalf of an alleged class of those who purchased the Company’s common stock between March 27, 2020 and May 17, 2021. The amended complaint generally alleges that the Company and certain current and former officers violated Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making purportedly false or misleading statements concerning, among other things, the safety and efficacy of leronlimab as a potential treatment for COVID-19, the Company’s CD10 and CD12 clinical trials, and its HIV BLA. The amended complaint also alleges that the individual defendants violated Section 20A of the Exchange Act by selling shares of the Company’s common stock purportedly while in possession of material nonpublic information. The amended complaint seeks, among other relief, a ruling that the case may proceed as a class action and unspecified damages and attorneys’ fees and costs. On February 25, 2022, the defendants filed a motion to dismiss the amended complaint. On June 24, 2022, lead plaintiffs filed a second amended complaint. The second amended complaint is brought on behalf of an alleged class of those who purchased the Company’s common stock between March 27, 2020 and March 30, 2022, makes similar allegations, names the same defendants, and asserts the same claims as the prior complaint, adds a claim for alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5(a) and (c) promulgated thereunder, and seeks the same relief as the prior complaint. The Company and the individual defendants deny all allegations of wrongdoing in the complaint and intend to vigorously defend the matter. Since this case is in an early stage where the number of plaintiffs is not known, and the claims do not specify an amount of damages, the Company is unable to predict the ultimate outcome of the lawsuit and cannot reasonably estimate the potential loss or range of loss the Company may incur. 2021 Shareholder Derivative Lawsuits On June 4, 2021, a stockholder filed a purported derivative lawsuit against certain of the Company’s current and former officers, certain current and former Board members, and the Company as a nominal defendant, in the U.S. District Court for the Western District of Washington. Two additional shareholder derivative lawsuits were filed against the same defendants in the same court on June 25, 2021 and August 18, 2021, respectively. The court has consolidated these three lawsuits for all purposes (“Consolidated Derivative Suit”). On January 20, 2022, the plaintiffs filed a consolidated complaint. The consolidated complaint generally alleges that the director defendants breached their fiduciary duties by allowing the Company to make false and misleading statements regarding, among other things, the safety and efficacy of leronlimab as a potential treatment for COVID-19, the Company’s CD10 and CD12 clinical trials, and its HIV BLA, and by failing to maintain an adequate system of oversight and controls. The consolidated complaint also asserts claims against one or more individual defendants for waste of corporate assets, unjust enrichment, contribution for alleged violations of the federal securities laws, and for breach of fiduciary duty arising from alleged insider trading. The consolidated complaint seeks declaratory and equitable relief, an unspecified amount of damages, and attorneys’ fees and costs. The Company and the individual defendants deny all allegations of wrongdoing in the complaints and intend to vigorously defend the litigation. In light of the fact that the Consolidated Derivative Suit is in an early stage and the claims do not specify an amount of damages, the Company cannot predict the ultimate outcome of the Consolidated Derivative Suit and cannot reasonably estimate the potential loss or range of loss 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 (“SEC”) and the United States Department of Justice (“DOJ”) 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, HIV, and triple-negative breast cancer, related communications with the FDA, investors, and others, litigation involving former employees, the Company’s retention of investor relations consultants, and trading in the Company’s securities. Certain Company executives have received subpoenas concerning similar issues and may be interviewed by the DOJ or SEC in the future. The SEC informed the Company that its 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 security. 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 . Amarex Dispute On October 4, 2021, the Company filed a complaint for declaratory and injunctive relief and a motion for a preliminary injunction against NSF International, Inc. and its subsidiary Amarex Clinical Research LLC (“Amarex”), the Company’s former CRO. Over the past eight years, Amarex provided clinical trial management services to the Company and managed numerous clinical studies of the Company’s drug product candidate, leronlimab. On December 16, 2021, the U.S. District Court for the District of Maryland issued a preliminary injunction requiring Amarex to provide the Company with access to all of its materials in the possession of Amarex. The court also granted CytoDyn the right to conduct an audit of Amarex’s work for CytoDyn. That case has been administratively closed. The Company simultaneously filed a demand for arbitration with the American Arbitration Association. The arbitration demand alleges that Amarex failed to perform services to an acceptable professional standard and failed to perform certain services required by the parties’ agreements. Further, the demand alleges that Amarex billed the Company for services it did not perform. The Company contends that, due to Amarex’s failures, it has suffered avoidable delays in obtaining regulatory approval of leronlimab and has paid for services not performed. Amarex has counterclaimed alleging that CytoDyn has failed to pay invoices due under the contract between the parties. In light of the fact that this dispute is in an early stage, 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions The Board’s Audit Committee, and the Board of Directors, review and approve all related party transactions. The terms and amounts described below are not necessarily indicative of the terms and amounts that could have been incurred had comparable transactions been entered into with independent parties. In November 2020, the Company sold approximately 0.7 million unregistered shares of common stock at a purchase price of $1.50 per share to Christopher P. Recknor, M.D., former Chief Operating Officer and current Sr. Director of R&D, who was a non-executive at the time of the transaction, for the aggregate amount of proceeds to the Company of $1.0 million. The transaction was approved by the Board. In 2021, the Company engaged 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, then the Company’s Chief Operating Officer, until March 11, 2021). CARE was one of several clinical locations for the Company’s NASH COVID-19 long-hauler clinical trials, and 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, then 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. 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 thus giving rise to the additional contract value of less than $0.1 million. As of May 31, 2022, the Company had approximately $0.3 million in accounts payable due to CARE and made payments of approximately $1.7 million and $0.9 million to CARE during the fiscal years ended May 31, 2022 and 2021. In September 2021, Jordan G. Naydenov, a then member of the Board, entered into a private warrant exchange in which he exercised warrants to purchase approximately 0.6 million shares of common stock, as well as approximately 0.6 million additional shares that were offered as an inducement to exercise his warrants, for a total of approximately 1.3 million shares of common stock. The terms and conditions of the investment totaling $0.7 million made by Mr. Naydenov were identical to those offered to other investors. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
May 31, 2022 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | Note 12. Employee Benefit Plan The Company has an employee savings plan (the “401(k) Plan”), organized under 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 years ended May 31, 2022, 2021 and 2020, the Company incurred an expense of approximately $0.1 million, $0.7 million, and $0.1 million, respectively, for qualified non-elective contributions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events Private Placement of Common Stock and Warrants through Placement Agent During June 2022, approximately 50.7 million additional shares of common stock were sold in the second private placement conducted by the Company through a placement agent, for gross proceeds of $12.9 million and net proceeds of $11.3 million. Each unit comprised a fixed combination of one share of common stock and three Equity Awards - Private Placement of Common Stock and Warrants through Placement Agent Appointment of President On June 27, 2022, the Company entered into an employment agreement with Cyrus Arman, Ph.D. (the “Employment Agreement”), under which he has been employed as the Company’s President on an at-will basis beginning on July 9, 2022. Antonio Migliarese, who was appointed as interim President on January 24, 2022, ceased to be President on July 9, 2022, and will continue in his roles of Chief Financial Officer, Corporate Secretary and Treasurer, as well as serving as the Company’s principal accounting officer. Special Stockholders’ Meeting On July 8, 2022, the Company issued a notice for a special stockholders’ meeting to be held on August 31, 2022, to seek approval of a proposal to increase the total number of authorized shares of common stock from 1,000,000,000 to 1,350,000,000 shares. The proposal to increase the number of shares of common stock authorized for issuance, if approved at the special meeting, will become effective, and the Company’s authorized shares of common stock will be increased to 1,350,000,000 shares, upon the filing of the certificate of amendment with the Secretary of State of the State of Delaware. The Board believes that it is essential to the Company’s continued operations to have additional authorized shares of common stock available for future issuance; the authorization of a pool of additional shares of common stock at the special meeting will provide the Company with ability to use these shares to meet the Company’s business and financial needs without the expense and delay of another special stockholders’ meeting. These needs include: (i) satisfaction of the Corporation’s existing obligations to issue shares of common stock for which authorized shares are not currently available, (ii) future financings to raise the capital needed to operate the Company’s business, including potential negotiations with third parties to satisfy the Company’s existing payment obligations in shares of common stock rather than cash; (iii) possible acquisition or other strategic transactions or partnerships; (iv) future equity awards as compensation for employees, officers, directors, consultants and advisors, including equity incentives for performance; and (v) other general corporate purposes. Although such issuances of additional shares would dilute existing stockholders, the Board believes that such transactions would increase the overall value of the Company to its stockholders. In addition, the Board believes the Company’s success depends in part on its continued ability to attract, retain and motivate highly qualified management and clinical and scientific personnel and advisors, as well as independent directors with requisite skills and experience. Issuance of Shares to Former Executive Officer and Former CEO The Company issued to a former executive officer a total of 69,040 shares of common stock to satisfy its obligation to make severance payments for the payroll periods ended June 15, June 30, July 15, and July 31, 2022, net of payroll deductions and withholding taxes. Consistent with the terms of our former CEO’s employment agreement, in August 2022, the Company issued 26,106 shares of common stock in satisfaction of the severance amount due for the month of July 2022. The number of shares issued was based on the closing price of the common stock on the applicable date. . |
Restatement
Restatement | 12 Months Ended |
May 31, 2022 | |
Restatement | |
Restatement | Note 14. Restatement During the preparation and audit of the annual financial statements as of and for the fiscal year ended May 31, 2022, the Company concluded that a material error was identified in how the Company was accounting for common stock issued to settle certain convertible note obligations dating back to fiscal year 2021. The Company had been accounting for these transactions in accordance with debt extinguishment accounting. However, although the contractual terms did not explicitly describe the transactions as induced conversions, the transactions should be accounted for as induced conversions rather than extinguishments of debt and are therefore subject to induced conversion accounting. The error resulted in an understatement of the previously reported non-cash loss on induced conversion and additional paid-in capital. The Company assessed the materiality of the misstatement in accordance with ASC 250, Accounting Changes and Error Corrections Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Fiscal Year Ended May 31, 2021 - Consolidated Financial Statements As of and For the Year Ended May 31, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Loss on induced conversion (1) $ (19,896) $ (19,235) $ (39,131) Inducement interest expense (2) $ (11,366) $ (2,556) $ (13,922) Total interest expense and other expense $ (50,078) $ (21,791) $ (71,869) Loss before income taxes $ (154,674) $ (21,791) $ (176,465) Net loss $ (154,674) $ (21,791) $ (176,465) Basic and diluted loss per share $ (0.27) $ (0.03) $ (0.30) Additional paid-in capital (3) $ 489,650 $ 42,381 $ 532,031 Accumulated deficit (3) $ (511,294) $ (42,381) $ (553,675) Fiscal Year Ended May 31, 2021 and 2022 - Interim Consolidated Financial Statements (Unaudited) There was no impact on the quarter ended August 31, 2020. As of and For Three Months Ended November 30, 2020 As of and Six Months Ended November 30, 2020 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (4,169) $ (2,555) $ (6,724) $ (4,169) $ (2,555) $ (6,724) Inducement interest expense (2) $ (3,758) $ (459) $ (4,217) $ (7,103) $ (459) $ (7,562) Total interest expense and other expense $ (10,463) $ (3,014) $ (13,477) $ (15,623) $ (3,014) $ (18,637) Loss before income taxes $ (34,966) $ (3,014) $ (37,980) $ (65,798) $ (3,014) $ (68,812) Net loss $ (34,966) $ (3,014) $ (37,980) $ (65,798) $ (3,014) $ (68,812) Basic and diluted loss per share $ (0.06) $ (0.01) $ (0.07) $ (0.12) $ (0.00) $ (0.12) Additional paid-in capital (3) $ 414,463 $ 23,604 $ 438,067 $ 414,463 $ 23,604 $ 438,067 Accumulated deficit (3) $ (421,587) $ (23,604) $ (445,191) $ (421,587) $ (23,604) $ (445,191) As of and For Three Months Ended February 28, 2021 As of and For Nine Months Ended February 28, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (7,625) $ 7,625 $ — $ (11,794) $ 5,070 $ (6,724) Inducement interest expense (2) $ (4,139) $ (1,221) $ (5,360) $ (11,242) $ (1,680) $ (12,922) Total interest expense and other expense $ (13,200) $ 6,404 $ (6,796) $ (28,823) $ 3,390 $ (25,433) Loss before income taxes $ (43,985) $ 6,404 $ (37,581) $ (109,783) $ 3,390 $ (106,393) Net loss $ (43,985) $ 6,404 $ (37,581) $ (109,783) $ 3,390 $ (106,393) Basic and diluted loss per share $ (0.08) $ 0.01 $ (0.07) $ (0.18) $ (0.00) $ (0.18) Additional paid-in capital (3) $ 449,579 $ 17,200 $ 466,779 $ 449,579 $ 17,200 $ 466,779 Accumulated deficit (3) $ (465,983) $ (17,200) $ (483,183) $ (465,983) $ (17,200) $ (483,183) As of and For the Three Months Ended August 31, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Loss on induced conversion (1) $ (4,651) $ (13,879) $ (18,530) Inducement interest expense (2) $ (9) $ (519) $ (528) Total interest expense and other expense $ (9,302) $ (14,398) $ (23,700) Loss before income taxes $ (30,939) $ (14,398) $ (45,337) Net loss $ (30,939) $ (14,398) $ (45,337) Basic and diluted loss per share $ (0.05) $ (0.02) $ (0.07) Additional paid-in capital (3) $ 516,816 $ 56,779 $ 573,595 Accumulated deficit (3) $ (542,653) $ (56,779) $ (599,432) As of and For Three Months Ended November 30, 2021 As of and For Six Months Ended November 30, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (3,312) $ (3,473) $ (6,785) $ (7,963) $ (17,352) $ (25,315) Total interest expense and other expense $ (11,282) $ (3,473) $ (14,755) $ (21,103) $ (17,352) $ (38,455) Loss before income taxes $ (36,604) $ (3,473) $ (40,077) $ (68,062) $ (17,352) $ (85,414) Net loss $ (36,604) $ (3,473) $ (40,077) $ (68,062) $ (17,352) $ (85,414) Basic and diluted loss per share $ (0.06) $ (0.00) $ (0.06) $ (0.11) $ (0.02) $ (0.13) Additional paid-in capital (2) $ 589,971 $ 36,587 $ 626,558 $ 589,971 $ 36,587 $ 626,558 Accumulated deficit (2) $ (603,353) $ (36,587) $ (639,940) $ (603,353) $ (36,587) $ (639,940) As of and For Three Months Ended February 28, 2022 As of and For Nine Months Ended February 28, 2022 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (3,109) $ (8,957) $ (12,066) $ (11,072) $ (26,309) $ (37,381) Total interest expense and other expense $ (12,931) $ (8,957) $ (21,888) $ (34,034) $ (26,309) $ (60,343) Loss before income taxes $ (32,328) $ (8,957) $ (41,285) $ (100,390) $ (26,309) $ (126,699) Net loss $ (32,328) $ (8,957) $ (41,285) $ (100,390) $ (26,309) $ (126,699) Basic and diluted loss per share $ (0.05) $ (0.01) $ (0.06) $ (0.15) $ (0.04) $ (0.19) Additional paid-in capital (2) $ 612,905 $ 45,544 $ 658,449 $ 612,905 $ 45,544 $ 658,449 Accumulated deficit (2) $ (636,078) $ (45,544) $ (681,622) $ (636,078) $ (45,544) $ (681,622) (1) Amounts previously presented in Loss on extinguishment of convertible notes Loss on induced conversion (2) Previously Reported Revision of Financial Statements (3) Adjustments amounts include $15,533, $4,532, and $525 for the fiscal years ended May 31, 2020, 2019 and 2018, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of CytoDyn Inc. and its wholly owned subsidiaries, CytoDyn Operations Inc. and Advanced Genetic Technologies, Inc. (“AGTI”); AGTI is a dormant entity. 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. Such reclassifications did not have material effect, if any, on the Company’s previously reported financial position, results of operations, stockholders’ (deficit) equity, or net cash provided by operating activities. |
Revision of Financial Statements | Revision of Financial Statements During the preparation of the quarterly financial statements as of and for the period ended November 30, 2021, the Company identified an error in how non-cash inducement interest expense was calculated in previous reporting periods dating back to fiscal year 2018. The original inducement expense model was designed to calculate non-cash inducement interest expense specific to inducements that modified the warrant term (e.g., extension of the term or modification of exercise price) without settling the instrument. However, starting in fiscal year 2018, inducements were primarily structured to result in a settlement of the warrant, not merely a modification of a warrant that would remain outstanding for some period. The error was identified when the model started to calculate a gain on substantially all inducements, which was inconsistent with the economics of the arrangements. The error resulted in an understatement of non-cash inducement interest expense and additional paid-in capital. The Company assessed the materiality of the misstatement in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements The following tables present a summary of the impact of corrections by financial statement line item for the fiscal years presented: As of and For the Year Ended May 31, 2020 (in thousands, except per share amount) Previously Reported Adjustments Revised Inducement interest expense $ (7,904) $ (15,533) $ (23,437) Total interest and other expense $ (49,756) $ (15,533) $ (65,289) Loss before income taxes $ (124,403) $ (15,533) $ (139,936) Net loss $ (124,403) $ (15,533) $ (139,936) Basic and diluted loss per share $ (0.30) $ (0.03) $ (0.33) Additional paid-in capital (1) $ 351,711 $ 20,590 $ 372,301 Accumulated deficit (1) $ (354,711) $ (20,590) $ (375,301) As of and For the Year Ended May 31, 2021 (in thousands, except per share amount) Previously Reported Adjustments Revised (2) Inducement interest expense $ (11,366) $ (2,556) $ (13,922) Total interest and other expense $ (50,078) $ (2,556) $ (52,634) Loss before income taxes $ (154,674) $ (2,556) $ (157,230) Net loss $ (154,674) $ (2,556) $ (157,230) Basic and diluted loss per share $ (0.27) $ — $ (0.27) Additional paid-in capital (1) $ 489,650 $ 23,146 $ 512,796 Accumulated deficit (1) $ (511,294) $ (23,146) $ (534,440) (1) Previously Reported (2) Also refer to Note 14, Restatement |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and satisfaction of liabilities in the ordinary 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 $210.8 million, $176.5 million, and $139.9 million for the years ended May 31, 2022, 2021, and 2020, respectively, and has an accumulated deficit of $766.1 million as of May 31, 2022. 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 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 regulatory compliance and approval, and 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. However, there can be no assurance 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 revenue and expenses during the reporting period. Estimates are assessed and updated each period to reflect current information, such as the status of our analysis of the clinical trial results and discussions with the FDA which could have an impact on the Company’s significant accounting estimates and assumptions. The Company’s estimates are based on historical experience and on various market and other relevant, appropriate assumptions. Significant estimates include, but are not limited, to those relating to capitalization of pre-launch inventories including reserves and write-offs for excess and obsolete inventories, stock-based compensation, commitments and contingencies, assumptions used to value warrants including warrant modifications and inducements, and research and development expenses. 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 cash balances. Balances in excess of federally insured limits were approximately $4.0 million and $33.7 million at May 31, 2022 and May 2021, respectively. |
Restricted cash | The Company records cash received from fundraising activities before the closing of the transaction as restricted cash in its consolidated balance sheets. |
Identified Intangible Assets | Identified Intangible Assets The Company follows the provisions of ASC 350, Intangibles-Goodwill and Other Intangible Assets, net |
Inventories | Inventories Previously Expensed Inventories The Company recorded revenue related to sales of vials for emergency purposes only, solely to treat critically ill COVID-19 patients in the Philippines under a Compassionate Special Permit. Cost of goods sold was minimal because the vials sold were expensed in prior periods as research and development expense because they were manufactured prior to the Company’s capitalization of pre-launch inventories as described below. All capitalized inventory amounts represent pre-launch inventories and do not include any inventories previously expensed as research and development expense. Capitalized Pre-launch Inventories Pre-launch inventories comprise of raw materials required to commercially produce leronlimab and substantially completed commercially produced leronlimab in anticipation of commercial sales of the product upon potential regulatory approval as a combination therapy for HIV patients in the United States, and potential EUA for COVID-19 which required substantial commercial scale inventories to be created. The Company’s pre-launch inventories consist of (1) raw materials purchased for commercial production, (2) work-in-progress materials which consist of bulk drug substance, which is the manufactured drug stored in bulk storage, and (3) drug product, which is the manufactured drug in unlabeled vials. 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. The Company capitalizes inventories procured or produced in preparation for product launches. 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 becomes 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, it may make a determination that the related inventory may no longer qualify for capitalization. The Company determines whether raw materials purchased for commercial production are usable for production based on the manufacturer’s assigned expiration date. In evaluating whether raw materials included in the pre-launch inventories will be usable for production, the Company takes into the account the shelf-life of raw materials at the time they are expected to be used in manufacturing. Any raw materials past expiration date at the time of the next manufacturing run are removed from inventory. As one stage of the manufacturing process, the Company produces work-in-progress materials which consist of bulk drug substance, which is the manufactured drug stored in bulk storage. The initial shelf-life of bulk drug substance is established based on periodically performed stability studies and is set at four four The Company utilizes resins, a reusable raw material, in its bulk drug manufacturing process. Shelf-life of a resin used in commercial manufacturing of biologics is determined by the number of cycles for which it has been validated to be used in a manufacturing process before it is considered unusable. Unpacked and unused resins have a manufacturer’s expiration date by which resins are expected to start being used in the manufacturing process without loss of their properties. Prior to a new manufacturing campaign, and between manufacturing campaigns, the resins are removed from storage, are treated and tested for suitability. Once resins are used in the manufacturing process, their shelf-life is measured by a validated predetermined number of manufacturing cycles they are usable for, conditional on appropriate storage solution under controlled environment between production campaigns, as well as by performing pre-production usability testing. Before a manufacturing campaign, each resin is tested for suitability. Regardless of the number of cycles, if a resin fails to meet prespecified suitability parameters it may not be used in manufacturing; likewise, even if the resin meets suitability criteria beyond the lifetime cycles, it may no longer be used. The cost of the resins used in a manufacturing campaign is allocated to the cost of the drug product in vials. The Company values its inventory at the lower of cost or net realizable value using the average cost method. Inventory is evaluated for recoverability by considering the likelihood that revenue will be obtained from the future sale of the related inventory considering 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 became obsolete, has a cost in excess of its expected net realizable value, or is in 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 about the range of likely commercial prices comparable to current comparable commercial product. Quarterly, the Company also evaluates whether certain raw materials held in its inventory are expected to reach the end of their estimated shelf-lives based on passage of time, the number of manufacturing cycles they are used in and results of pre-production testing prior to the expected production date, or when resins used in the manufacturing process fail suitability tests. If any of such events occur, the Company may make a determination to record a charge if it is expected that such inventories will become obsolete prior to the expected production date. 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 inventories, the Company considers the product stability data for all of the pre-approval inventory procured or produced to date to determine whether there is adequate shelf-life. 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 and revaluation of the need for and the amount of the previously recorded reserves. Further, in addition to performing additional stability testing, certain raw materials inventory may be sold in its then current condition prior to reaching expiration. If the Company determines that it is not likely that shelf-life may be extended or the inventory cannot be sold prior to expiration, the Company may record a charge to bring inventory to its net realizable value. During the fourth fiscal quarter of 2022, the Company concluded that certain inventories no longer qualify for capitalization as pre-launch inventories due to expiration of shelf-life prior to expected commercial sales and the ability to obtain additional commercial product stability data until after shelf-life expiration. This is due to delays experienced from the originally anticipated BLA approval date from the FDA. Although these inventories are no longer being capitalized as pre-launch inventories for GAAP accounting purposes, the inventories written-off for accounting purposes continue to be physically maintained, can be used for clinical trials, and can be commercially sold if the shelf-lives can be extended as a result of the performance of on-going continued stability testing of drug product. In the event the shelf-lives of these written-off inventories are extended, and the inventories are sold commercially, the Company will not recognize any costs of goods sold on the previously expensed inventories. The Company also concluded that due to delays of future production certain raw materials would expire prior to production and as such no longer qualify for capitalization. The Company recorded an inventory charge in the amount of $73.5 million for fiscal 2022. Refer to Note 3, Inventories, net |
Revenue Recognition | Revenue Recognition The Company accounts for and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers For the Company’s sole contract to date, the customer submitted purchase orders to purchase a specified quantity of leronlimab vials; therefore, the delivery of the ordered quantity per the purchase order is accounted for as one performance obligation. The Company does not offer discounts or rebates. The transaction price is determined based on the agreed upon rates per vial indicated in the purchase order or master supply agreement applied to the quantity of leronlimab vials that the customer requested in the purchase order. As the Company’s contract included only one performance obligation, the delivery of the product to the customer, all of the transaction price is allocated to the one performance obligation. Therefore, upon delivery of the product quantity equal to the quantity requested in the purchase order, there are deemed to be no remaining performance obligations. The Company’s shipping and handling activities are considered a fulfillment cost. The Company elected to exclude all sales and value added taxes from the measurement of the transaction price. The Company did not adjust the transaction price for financing since the time period between the transfer of goods and payment is less than one year. The Company recognizes revenue at a point in time when control of the products is transferred to the customer. Management applies judgment in evaluating when a customer obtains control of the promised goods which is generally obtained when the product is delivered to the customer. The Company’s customer contract includes a standard assurance warranty to guarantee that its products comply with agreed specifications. The Company grants a conditional right of return of product in the customer’s inventory upon an adverse regulatory ruling. The Company continually evaluates the probability of such occurrence. If necessary, the Company will defer revenue recognized based on its estimate of the amount of products that may be subject to the right of return. Disaggregation of Revenue Contract Assets and Liabilities Performance Obligations |
Research and Development | Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed commensurate with the contracted work 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 Note 10, Commitments and Contingencies |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, and debt. As of May 31, 2022, the carrying value of the Company’s assets and liabilities approximate their fair value due to the short-term maturity of the instruments. Debt is 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. 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 the fair value hierarchy as of May 31, 2022 and 2021. |
Leases | Leases Leases are included in operating lease right-of-use (“ROU”) assets, current portion of lease liabilities in the consolidated balance sheets. Lease ROU assets, and 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. |
Stock-Based Compensation | Stock-Based Compensation U.S. GAAP requires companies to measure the cost of services received in exchange for the award of equity instruments based on their fair value at the date of grant. The related expense is recognized over the period during which services are expected to be performed in exchange for the award (requisite service period), when designated milestones have been achieved or when pre-defined performance conditions are met. The Company values its stock-based awards using the Black-Scholes option pricing model utilizing assumptions that include stock price volatility, expected term of the award, and risk-free interest rates. The Company estimates forfeitures at the time of grant and makes revisions in subsequent periods, if necessary, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at zero for all periods presented. |
Debt | Debt The Company historically issued promissory notes at a discount and incurred direct debt issuance costs. Debt discount and issuance costs are netted against the debt and amortized over the life of the 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; refer to Note 6 , Convertible Instruments and Accrued Interest |
Income Taxes | Income Taxes Deferred taxes are recorded using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards; 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 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 In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for our fiscal 2022 and 2021 tax years. The net tax expense for the years ended May 31, 2022 and 2021 was zero. As of May 31, 2022 and May 2021, the Company has a full valuation allowance 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 In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) Codification Improvements . The amendments in this update improve consistency by amending the codification to include all disclosure guidance in the appropriate disclosure sections and clarifies application of various provisions in the codification by amending and adding new headings, cross referencing to other guidance, and refining or correcting terminology. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. The transition method utilized for the amendments related to franchise taxes that are partially based on income were applied on a retrospective basis. All other amendments of the adoption of ASU 2019-12 are applied on a prospective basis. The adoption of this standard on June 1, 2021 did not have a material impact on the Company’s consolidated financial statements. The Company adopted ASU 2019-12 effective the year ending May 31, 2022. The adoption of the ASU requires the Company to disclose the impact of the change on the Company’s consolidated financial statements as well as the transition method selected for each topic that will be affected. The transition method utilized for the amendments related to franchise taxes that are partially based on income will be applied on a retrospective basis. All other amendments of the adoption of ASU 2019-12 will be applied on a prospective basis. As of May 31, 2022 and 2021, the adoption of ASU 2019-12 did not have material impact on the income taxes of the Company. Accounting Standards Not Yet Adopted 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) In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of the impact by financial statement line item of the corrections | As of and For the Year Ended May 31, 2020 (in thousands, except per share amount) Previously Reported Adjustments Revised Inducement interest expense $ (7,904) $ (15,533) $ (23,437) Total interest and other expense $ (49,756) $ (15,533) $ (65,289) Loss before income taxes $ (124,403) $ (15,533) $ (139,936) Net loss $ (124,403) $ (15,533) $ (139,936) Basic and diluted loss per share $ (0.30) $ (0.03) $ (0.33) Additional paid-in capital (1) $ 351,711 $ 20,590 $ 372,301 Accumulated deficit (1) $ (354,711) $ (20,590) $ (375,301) As of and For the Year Ended May 31, 2021 (in thousands, except per share amount) Previously Reported Adjustments Revised (2) Inducement interest expense $ (11,366) $ (2,556) $ (13,922) Total interest and other expense $ (50,078) $ (2,556) $ (52,634) Loss before income taxes $ (154,674) $ (2,556) $ (157,230) Net loss $ (154,674) $ (2,556) $ (157,230) Basic and diluted loss per share $ (0.27) $ — $ (0.27) Additional paid-in capital (1) $ 489,650 $ 23,146 $ 512,796 Accumulated deficit (1) $ (511,294) $ (23,146) $ (534,440) (1) Previously Reported (2) Also refer to Note 14, Restatement |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
May 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories, net of reserves | As of May 31, (in thousands) 2022 2021 Raw materials $ 16,264 $ 28,085 Work-in-progress 1,665 65,394 Total inventories, net $ 17,929 $ 93,479 |
Schedule of remaining shelf life of inventory | Raw Materials Work-in-progress (in thousands, Expiration period ending May 31, ) Remaining shelf-life (mos) Specialized Resins Other Total Raw Materials Bulk drug product Finished drug product Total inventories 2023 0 to 12 $ 3,658 - 1,421 $ 5,079 $ 1,824 $ - $ 6,903 2024 13 to 24 682 16,264 1,590 18,536 1,665 - 20,201 2025 25 to 36 2,099 - - 2,099 - 29,142 31,241 2026 37 to 48 731 - - 731 - 32,344 33,075 Thereafter 49 or more - - - - - - - Inventories, gross 7,170 16,264 3,011 26,445 3,489 61,486 91,420 Write-off (7,170) - (3,011) (10,181) (1,824) (61,486) (73,491) Inventories, net $ - 16,264 - $ 16,264 $ 1,665 $ - $ 17,929 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of May 31, 2022 2021 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition, net of impairment — 2,926 Website development costs 20 20 Gross carrying value 3,520 6,446 Accumulated amortization, net of impairment (3,388) (4,793) Total intangible assets, net $ 132 $ 1,653 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
May 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of the components of accrued liabilities | As of May 31, (in thousands) 2022 2021 Compensation and related expense $ 1,504 $ 4,005 Legal fees and settlement 2,006 11,008 Clinical expense 3,727 1,462 Other liabilities 1,624 2,598 Total accrued liabilities $ 8,861 $ 19,073 |
Convertible Instruments and A_2
Convertible Instruments and Accrued Interest (Tables) | 12 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of information on dividends of convertible preferred stock | As of May 31, 2022 2021 (in thousands) Series B Series C Series D Series B Series C Series D Undeclared dividends $ 10 $ - $ - $ 18 $ - $ - Accrued dividends $ - $ 2,014 $ 1,963 $ - $ 1,530 $ 1,117 Shares of common stock 20 4,028 3,926 36 3,060 2,234 |
Schedule of outstanding balances of convertible notes | As of May 31, 2022 2021 (in thousands) April 2, 2021 Note April 23, 2021 Note Total November 2020 Note April 2, 2021 Note April 23, 2021 Note Total Convertible notes payable outstanding principal $ 9,819 $ 28,500 $ 38,319 $ 13,500 $ 28,500 $ 28,500 $ 70,500 Less: Unamortized debt discount and issuance costs (512) (1,566) (2,078) (1,204) (3,232) (3,317) (7,753) Convertible notes payable, net 9,307 26,934 36,241 12,296 25,268 25,183 62,747 Accrued interest on convertible notes 2,599 3,375 5,974 1,258 447 302 2,007 Outstanding convertible notes payable, net and accrued interest $ 11,906 $ 30,309 $ 42,215 $ 13,554 $ 25,715 $ 25,485 $ 64,754 |
Schedule of rollforward of the outstanding balance of convertible notes | (in thousands) November 2020 Note April 2, 2021 Note April 23, 2021 Note Total Outstanding balance at May 31, 2021 $ 13,554 $ 25,715 $ 25,485 $ 64,754 Amortization of issuance discount and costs 98 1,197 1,750 3,045 Interest expense 192 2,152 3,073 5,417 Fair market value of shares exchanged for repayment (18,495) (23,578) - (42,073) Difference between market value of 4,651 6,421 - 11,072 Outstanding balance at May 31, 2022 $ - $ 11,907 $ 30,308 $ 42,215 |
Equity Awards (Tables)
Equity Awards (Tables) | 12 Months Ended |
May 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option and Warrant Activity | Weighted average Weighted remaining Aggregate Number of average contractual intrinsic (in thousands, except per share data) shares exercise price life in years value Options and warrants outstanding at May 31, 2020 130,561 $ 0.65 5.79 $ 896 Granted 7,036 $ 3.82 Exercised (75,735) $ 0.59 Forfeited, expired, and cancelled (1,088) $ 1.66 Options and warrants outstanding at May 31, 2021 60,774 $ 0.95 4.37 $ 68,061 Granted 50,205 $ 0.72 Exercised (5,677) $ 0.71 Forfeited, expired, and cancelled (14,597) $ 1.36 Options and warrants outstanding at May 31, 2022 90,705 $ 0.77 4.06 $ 352 Options and warrants outstanding and exercisable at May 31, 2022 82,918 $ 0.69 3.61 $ 352 |
Schedule of options and warrants exercises | Years ended May 31, (in thousands) 2022 2021 2020 Option and warrant exercises: Number of options and warrants exercised 5,677 75,735 101,853 Cash received $ 6,816 $ 38,327 $ 44,024 Aggregate intrinsic value $ 5,815 $ 298,891 $ 112,145 |
Schedule of assumptions used in determination of fair value | Years ended May 31, 2022 2021 2020 Expected Volatility 94.3% - 122.0 % 80.3% - 127.8 % 0.0% - 92.8 % Weighted-Average Volatility 104.89 % 84.86 % 52.29 % Expected Dividends - % - % - % Expected Term (In years) 1.5 - 6.0 2.5 - 6.0 0.9 - 10.0 Risk-Free Rate 1.67 % 0.45 % 1.46 % |
Loss Per Common Shares (Tables)
Loss Per Common Shares (Tables) | 12 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the numerators and denominators of the basic and diluted net loss per share | Years ended May 31, (in thousands, except per share amounts) 2022 2021 2020 (Restated) (1) (Revised) (1) Net loss $ (210,820) $ (176,465) $ (139,936) Less: Accrued preferred stock dividends (1,628) (1,687) (708) Net loss applicable to common stockholders $ (212,448) $ (178,152) $ (140,644) Basic and diluted weighted average common shares outstanding 676,900 587,590 421,078 Basic and diluted loss per share $ (0.31) $ (0.30) $ (0.33) (1) See Note 2, Revision of Financial Statements , and Note 14, Restatement . |
Schedule of securities excluded from computation of earnings per share | As of May 31, (in thousands) 2022 2021 2020 Stock options, warrants, and unvested restricted stock units 106,002 82,386 131,361 Convertible notes 12,000 18,000 3,864 Convertible preferred stock 32,535 33,008 30,130 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax | Years ended May 31, 2022 2021 2020 Income tax provision at statutory rate: 21.0 % 21.0 % 21.0 % Derivative loss — — (1.6) Non-deductible debt issuance costs — — (0.1) Non-deductible interest on convertible notes (0.5) (0.6) (1.2) Inducement interest expense (0.7) (1.5) (1.3) Other 1.1 — (0.3) Credit carry-forward released (0.2) (0.1) (0.1) Non-deductible loss on induced conversion (3.7) (2.6) — Non-deductible debt discount amortization (0.3) (0.6) (0.3) IRC section 162(m) limitation (0.1) (1.1) (2.4) Stock-based compensation in excess of ASC 718 0.0 1.7 3.2 Non-deductible expense on induced conversion of debt (0.3) (1.2) (3.8) Valuation allowance (16.3) (15.0) (13.1) Effective income tax rate 0.0 % 0.0 % 0.0 % |
Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities, non-current, are comprised of the following: As of May 31, 2022 2021 Net operating loss $ 106,965 $ 74,258 Credits 2,063 2,063 ASC 718 expense on NQO’s 6,057 5,510 Charitable contribution carry forward 14 14 Accrued vacation and payroll 68 87 ASC 842 lease accounting — (3) Right of use asset (112) — Lease liability 117 — Inventory 2,138 146 Accrued expenses 89 874 Amortization 238 396 Fixed assets 1 — Basis difference in acquired assets — (91) Valuation allowance (117,638) (83,254) Deferred tax asset, non-current $ — $ — Non-current asset 117,638 83,254 Valuation allowance (117,638) (83,254) Deferred tax asset (liability) non-current $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
May 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future commitments | Fiscal Year Amount 2023 $ 34,638 2024 121,750 2025 76,400 2026 and thereafter — Total $ 232,788 |
Summary of presentation of the operating lease in balance sheet | The following table summarizes the presentation of the operating in our consolidated balance sheet at May 31, 2022 and 2021: As of May 31, (in thousands) 2022 2021 Assets Right of use asset $ 536 $ 712 Liabilities Current operating lease liability $ 134 $ 175 Non-current operating lease liability 422 552 Total operating lease liability $ 556 $ 727 |
Schedule of the minimum (base rental) lease payments reconciled to the carrying value of the operating lease liabilities | The minimum (base rental) lease payments reconciled to the carrying value of the operating lease liabilities as of May 31, 2022 are expected to be as follows (in thousands): Fiscal Year Amount 2023 $ 177 2024 182 2025 185 2026 208 Total operating lease payments 752 Less: imputed interest (196) Present value of operating lease liabilities $ 556 |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
May 31, 2022 | |
Restatement | |
Summary of restatement of consolidated and interim financial statements | Fiscal Year Ended May 31, 2021 - Consolidated Financial Statements As of and For the Year Ended May 31, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Loss on induced conversion (1) $ (19,896) $ (19,235) $ (39,131) Inducement interest expense (2) $ (11,366) $ (2,556) $ (13,922) Total interest expense and other expense $ (50,078) $ (21,791) $ (71,869) Loss before income taxes $ (154,674) $ (21,791) $ (176,465) Net loss $ (154,674) $ (21,791) $ (176,465) Basic and diluted loss per share $ (0.27) $ (0.03) $ (0.30) Additional paid-in capital (3) $ 489,650 $ 42,381 $ 532,031 Accumulated deficit (3) $ (511,294) $ (42,381) $ (553,675) Fiscal Year Ended May 31, 2021 and 2022 - Interim Consolidated Financial Statements (Unaudited) There was no impact on the quarter ended August 31, 2020. As of and For Three Months Ended November 30, 2020 As of and Six Months Ended November 30, 2020 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (4,169) $ (2,555) $ (6,724) $ (4,169) $ (2,555) $ (6,724) Inducement interest expense (2) $ (3,758) $ (459) $ (4,217) $ (7,103) $ (459) $ (7,562) Total interest expense and other expense $ (10,463) $ (3,014) $ (13,477) $ (15,623) $ (3,014) $ (18,637) Loss before income taxes $ (34,966) $ (3,014) $ (37,980) $ (65,798) $ (3,014) $ (68,812) Net loss $ (34,966) $ (3,014) $ (37,980) $ (65,798) $ (3,014) $ (68,812) Basic and diluted loss per share $ (0.06) $ (0.01) $ (0.07) $ (0.12) $ (0.00) $ (0.12) Additional paid-in capital (3) $ 414,463 $ 23,604 $ 438,067 $ 414,463 $ 23,604 $ 438,067 Accumulated deficit (3) $ (421,587) $ (23,604) $ (445,191) $ (421,587) $ (23,604) $ (445,191) As of and For Three Months Ended February 28, 2021 As of and For Nine Months Ended February 28, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (7,625) $ 7,625 $ — $ (11,794) $ 5,070 $ (6,724) Inducement interest expense (2) $ (4,139) $ (1,221) $ (5,360) $ (11,242) $ (1,680) $ (12,922) Total interest expense and other expense $ (13,200) $ 6,404 $ (6,796) $ (28,823) $ 3,390 $ (25,433) Loss before income taxes $ (43,985) $ 6,404 $ (37,581) $ (109,783) $ 3,390 $ (106,393) Net loss $ (43,985) $ 6,404 $ (37,581) $ (109,783) $ 3,390 $ (106,393) Basic and diluted loss per share $ (0.08) $ 0.01 $ (0.07) $ (0.18) $ (0.00) $ (0.18) Additional paid-in capital (3) $ 449,579 $ 17,200 $ 466,779 $ 449,579 $ 17,200 $ 466,779 Accumulated deficit (3) $ (465,983) $ (17,200) $ (483,183) $ (465,983) $ (17,200) $ (483,183) As of and For the Three Months Ended August 31, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Loss on induced conversion (1) $ (4,651) $ (13,879) $ (18,530) Inducement interest expense (2) $ (9) $ (519) $ (528) Total interest expense and other expense $ (9,302) $ (14,398) $ (23,700) Loss before income taxes $ (30,939) $ (14,398) $ (45,337) Net loss $ (30,939) $ (14,398) $ (45,337) Basic and diluted loss per share $ (0.05) $ (0.02) $ (0.07) Additional paid-in capital (3) $ 516,816 $ 56,779 $ 573,595 Accumulated deficit (3) $ (542,653) $ (56,779) $ (599,432) As of and For Three Months Ended November 30, 2021 As of and For Six Months Ended November 30, 2021 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (3,312) $ (3,473) $ (6,785) $ (7,963) $ (17,352) $ (25,315) Total interest expense and other expense $ (11,282) $ (3,473) $ (14,755) $ (21,103) $ (17,352) $ (38,455) Loss before income taxes $ (36,604) $ (3,473) $ (40,077) $ (68,062) $ (17,352) $ (85,414) Net loss $ (36,604) $ (3,473) $ (40,077) $ (68,062) $ (17,352) $ (85,414) Basic and diluted loss per share $ (0.06) $ (0.00) $ (0.06) $ (0.11) $ (0.02) $ (0.13) Additional paid-in capital (2) $ 589,971 $ 36,587 $ 626,558 $ 589,971 $ 36,587 $ 626,558 Accumulated deficit (2) $ (603,353) $ (36,587) $ (639,940) $ (603,353) $ (36,587) $ (639,940) As of and For Three Months Ended February 28, 2022 As of and For Nine Months Ended February 28, 2022 (in thousands, except per share amount) Previously Reported Adjustments Restated Previously Reported Adjustments Restated Loss on induced conversion (1) $ (3,109) $ (8,957) $ (12,066) $ (11,072) $ (26,309) $ (37,381) Total interest expense and other expense $ (12,931) $ (8,957) $ (21,888) $ (34,034) $ (26,309) $ (60,343) Loss before income taxes $ (32,328) $ (8,957) $ (41,285) $ (100,390) $ (26,309) $ (126,699) Net loss $ (32,328) $ (8,957) $ (41,285) $ (100,390) $ (26,309) $ (126,699) Basic and diluted loss per share $ (0.05) $ (0.01) $ (0.06) $ (0.15) $ (0.04) $ (0.19) Additional paid-in capital (2) $ 612,905 $ 45,544 $ 658,449 $ 612,905 $ 45,544 $ 658,449 Accumulated deficit (2) $ (636,078) $ (45,544) $ (681,622) $ (636,078) $ (45,544) $ (681,622) (1) Amounts previously presented in Loss on extinguishment of convertible notes Loss on induced conversion (2) Previously Reported Revision of Financial Statements (3) Adjustments amounts include $15,533, $4,532, and $525 for the fiscal years ended May 31, 2020, 2019 and 2018, respectively. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of the impact by financial statement line item of corrections (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | May 31, 2019 | May 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Inducement interest expense | $ (528) | $ (5,360) | $ (4,217) | $ (7,562) | $ (12,922) | $ (6,691) | $ (13,922) | $ (23,437) | ||||||
Total interest and other expense | $ (21,888) | $ (14,755) | (23,700) | (6,796) | (13,477) | $ (38,455) | (18,637) | $ (60,343) | (25,433) | (71,869) | (65,289) | |||
Loss before income taxes | (41,285) | (40,077) | (45,337) | (37,581) | (37,980) | (85,414) | (68,812) | (126,699) | (106,393) | (210,820) | (176,465) | (139,936) | ||
Net loss | $ (41,285) | $ (40,077) | $ (45,337) | $ (37,581) | $ (37,980) | $ (85,414) | $ (68,812) | $ (126,699) | $ (106,393) | $ (210,820) | $ (176,465) | $ (139,936) | ||
Basic loss per share | $ (0.06) | $ (0.06) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.12) | $ (0.19) | $ (0.18) | $ (0.31) | $ (0.30) | $ (0.33) | ||
Diluted loss per share | $ (0.06) | $ (0.06) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.12) | $ (0.19) | $ (0.18) | $ (0.31) | $ (0.30) | $ (0.33) | ||
Additional paid-in capital | $ 658,449 | $ 626,558 | $ 573,595 | $ 466,779 | $ 438,067 | $ 626,558 | $ 438,067 | $ 658,449 | $ 466,779 | $ 671,013 | $ 532,031 | $ 372,301 | ||
Accumulated deficit | (681,622) | (639,940) | (599,432) | (483,183) | (445,191) | (639,940) | (445,191) | (681,622) | (483,183) | $ (766,131) | (553,675) | (375,301) | ||
Adjustments | 15,533 | $ 4,532 | $ 525 | |||||||||||
Restatement Adjustment Inducement Expense | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Inducement interest expense | (13,922) | |||||||||||||
Total interest and other expense | (52,634) | |||||||||||||
Loss before income taxes | (157,230) | |||||||||||||
Net loss | $ (157,230) | |||||||||||||
Basic loss per share | $ (0.27) | |||||||||||||
Diluted loss per share | $ (0.27) | |||||||||||||
Additional paid-in capital | $ 512,796 | |||||||||||||
Accumulated deficit | (534,440) | |||||||||||||
Previously Reported | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Inducement interest expense | (9) | (4,139) | (3,758) | (7,103) | (11,242) | (11,366) | (7,904) | |||||||
Total interest and other expense | (12,931) | (11,282) | (9,302) | (13,200) | (10,463) | (21,103) | (15,623) | (34,034) | (28,823) | (50,078) | (49,756) | |||
Loss before income taxes | (32,328) | (36,604) | (30,939) | (43,985) | (34,966) | (68,062) | (65,798) | (100,390) | (109,783) | (154,674) | (124,403) | |||
Net loss | $ (32,328) | $ (36,604) | $ (30,939) | $ (43,985) | $ (34,966) | $ (68,062) | $ (65,798) | $ (100,390) | $ (109,783) | $ (154,674) | $ (124,403) | |||
Basic loss per share | $ (0.05) | $ (0.06) | $ (0.05) | $ (0.08) | $ (0.06) | $ (0.11) | $ (0.12) | $ (0.15) | $ (0.18) | $ (0.27) | $ (0.30) | |||
Diluted loss per share | $ (0.05) | $ (0.06) | $ (0.05) | $ (0.08) | $ (0.06) | $ (0.11) | $ (0.12) | $ (0.15) | $ (0.18) | $ (0.27) | $ (0.30) | |||
Additional paid-in capital | $ 612,905 | $ 589,971 | $ 516,816 | $ 449,579 | $ 414,463 | $ 589,971 | $ 414,463 | $ 612,905 | $ 449,579 | $ 489,650 | $ 351,711 | |||
Accumulated deficit | (636,078) | (603,353) | (542,653) | (465,983) | (421,587) | (603,353) | (421,587) | (636,078) | (465,983) | (511,294) | (354,711) | |||
Previously Reported | Restatement Adjustment Inducement Expense | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Inducement interest expense | (11,366) | |||||||||||||
Total interest and other expense | (50,078) | |||||||||||||
Loss before income taxes | (154,674) | |||||||||||||
Net loss | $ (154,674) | |||||||||||||
Basic loss per share | $ (0.27) | |||||||||||||
Diluted loss per share | $ (0.27) | |||||||||||||
Additional paid-in capital | $ 489,650 | |||||||||||||
Accumulated deficit | (511,294) | |||||||||||||
Adjustments | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Inducement interest expense | (519) | (1,221) | (459) | (459) | (1,680) | (2,556) | (15,533) | |||||||
Total interest and other expense | (8,957) | (3,473) | (14,398) | 6,404 | (3,014) | (17,352) | (3,014) | (26,309) | 3,390 | (21,791) | (15,533) | |||
Loss before income taxes | (8,957) | (3,473) | (14,398) | 6,404 | (3,014) | (17,352) | (3,014) | (26,309) | 3,390 | (21,791) | (15,533) | |||
Net loss | $ (8,957) | $ (3,473) | $ (14,398) | $ 6,404 | $ (3,014) | $ (17,352) | $ (3,014) | $ (26,309) | $ 3,390 | $ (21,791) | $ (15,533) | |||
Basic loss per share | $ (0.01) | $ 0 | $ (0.02) | $ 0.01 | $ (0.01) | $ (0.02) | $ 0 | $ (0.04) | $ 0 | $ (0.03) | $ (0.03) | |||
Diluted loss per share | $ (0.01) | $ 0 | $ (0.02) | $ 0.01 | $ (0.01) | $ (0.02) | $ 0 | $ (0.04) | $ 0 | $ (0.03) | $ (0.03) | |||
Additional paid-in capital | $ 45,544 | $ 36,587 | $ 56,779 | $ 17,200 | $ 23,604 | $ 36,587 | $ 23,604 | $ 45,544 | $ 17,200 | $ 42,381 | $ 20,590 | |||
Accumulated deficit | $ (45,544) | $ (36,587) | $ (56,779) | $ (17,200) | $ (23,604) | $ (36,587) | $ (23,604) | $ (45,544) | $ (17,200) | (42,381) | $ (20,590) | |||
Adjustments | Restatement Adjustment Inducement Expense | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Inducement interest expense | (2,556) | |||||||||||||
Total interest and other expense | (2,556) | |||||||||||||
Loss before income taxes | (2,556) | |||||||||||||
Net loss | (2,556) | |||||||||||||
Additional paid-in capital | 23,146 | |||||||||||||
Accumulated deficit | $ (23,146) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Going concern, Intangible assets and Inventories (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Net loss | $ 41,285 | $ 40,077 | $ 45,337 | $ 37,581 | $ 37,980 | $ 85,414 | $ 68,812 | $ 126,699 | $ 106,393 | $ 210,820 | $ 176,465 | $ 139,936 |
Accumulated deficit | $ 681,622 | $ 639,940 | $ 599,432 | $ 483,183 | $ 445,191 | $ 639,940 | $ 445,191 | $ 681,622 | $ 483,183 | 766,131 | 553,675 | 375,301 |
Balance in excess of federally insured limits | 4,000 | 33,700 | ||||||||||
Intangible asset impairment charges | 0 | 10,000 | $ 0 | |||||||||
Inventory write-off | $ 73,490 | $ 5,027 | ||||||||||
Bulk Drug Substance [Member] | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Shelf life | 4 years | |||||||||||
Extended shelf life | 4 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Accounting Policies [Abstract] | |||
Contract assets | $ 0 | $ 0 | |
Contract liabilities | 0 | 0 | |
Revenue | 266 | 0 | |
Revenue recognized previously included in contract liabilities | 0 | 0 | $ 0 |
Revenue from performance obligations satisfied in previous periods | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair value of financial instruments (Details) - USD ($) $ in Thousands | May 31, 2022 | May 31, 2021 |
Level 1 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets fair value | $ 0 | $ 0 |
Liabilities fair value | 0 | 0 |
Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets fair value | 0 | 0 |
Liabilities fair value | 0 | 0 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets fair value | 0 | 0 |
Liabilities fair value | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Accounting Policies [Abstract] | |||
Income tax expense | $ 0 | $ 0 | $ 0 |
Effective income tax rate | 0% | 0% | 0% |
Federal statutory income tax rate, percent | 21% | 21% | 21% |
Inventories, net (Details)
Inventories, net (Details) $ in Thousands | 12 Months Ended | |
May 31, 2022 USD ($) | May 31, 2021 USD ($) | |
Inventory [Line Items] | ||
Raw materials | $ 10,200 | |
Raw materials | 16,264 | $ 28,085 |
Work-in-progress | 1,665 | 65,394 |
Inventories, net | 17,929 | 93,479 |
Inventory write-off | $ 73,490 | $ 5,027 |
Number of batches not saleable | 5 | |
Total number of batches manufactured | 9 | |
Raw Materials [Member] | ||
Inventory [Line Items] | ||
Inventories, net | $ 16,264 | |
Resins [Member] | ||
Inventory [Line Items] | ||
Inventories, net | 16,264 | |
Other [Member] | ||
Inventory [Line Items] | ||
Inventory write-off | $ 63,300 | |
Number of batches not saleable | 4 | |
Five Batches Of Drug Product | ||
Inventory [Line Items] | ||
Raw materials | $ 29,100 | |
Four Batches Of Drug Product | ||
Inventory [Line Items] | ||
Raw materials | $ 34,200 |
Inventories, net - Shelf-life (
Inventories, net - Shelf-life (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Inventory Realizable Value [Abstract] | ||
2023 | $ 6,903 | |
2024 | 20,201 | |
2025 | 31,241 | |
2026 | 33,075 | |
Inventories, gross | 91,420 | |
Write-off | (73,491) | |
Inventories, net | 17,929 | $ 93,479 |
Raw Materials [Member] | ||
Inventory Realizable Value [Abstract] | ||
2023 | 5,079 | |
2024 | 18,536 | |
2025 | 2,099 | |
2026 | 731 | |
Inventories, gross | 26,445 | |
Write-off | (10,181) | |
Inventories, net | 16,264 | |
Specialized [Member] | ||
Inventory Realizable Value [Abstract] | ||
2023 | 3,658 | |
2024 | 682 | |
2025 | 2,099 | |
2026 | 731 | |
Inventories, gross | 7,170 | |
Write-off | (7,170) | |
Resins [Member] | ||
Inventory Realizable Value [Abstract] | ||
2024 | 16,264 | |
Inventories, gross | 16,264 | |
Inventories, net | 16,264 | |
Other [Member] | ||
Inventory Realizable Value [Abstract] | ||
2023 | 1,421 | |
2024 | 1,590 | |
Inventories, gross | 3,011 | |
Write-off | (3,011) | |
Bulk Drug Substance [Member] | ||
Inventory Realizable Value [Abstract] | ||
2023 | 1,824 | |
2024 | 1,665 | |
Inventories, gross | 3,489 | |
Write-off | (1,824) | |
Inventories, net | $ 1,665 | |
Shelf life | 4 years | |
Extended shelf life | 4 years | |
Drug Products [Member] | ||
Inventory Realizable Value [Abstract] | ||
2025 | $ 29,142 | |
2026 | 32,344 | |
Inventories, gross | 61,486 | |
Write-off | $ (61,486) |
Intangible Assets, Net - Compon
Intangible Assets, Net - Components (Details) - USD ($) $ in Thousands | May 31, 2022 | May 31, 2021 |
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 3,520 | $ 6,446 |
Accumulated amortization, net of impairment | (3,388) | (4,793) |
Total amortizable intangible assets, net | 132 | 1,653 |
Website development costs | ||
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 20 | 20 |
Leronlimab (PRO 140) patent | ||
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 3,500 | 3,500 |
ProstaGene, LLC acquisition | ||
Asset Acquisition [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,926 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization Expense Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 700,000 | $ 1,800,000 | $ 2,000,000 | |
Intangible asset impairment charge | $ 10,000,000 | 0 | 10,049,000 | $ 0 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
2023 | 132,000 | |||
Thereafter | 0 | |||
Total amortizable intangible assets, net | $ 132,000 | $ 1,653,000 |
Intangible Assets, Net - Prosta
Intangible Assets, Net - ProstaGene (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | ||||
May 19, 2022 | Mar. 31, 2021 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Loss Contingencies [Line Items] | ||||||
Shares subject to arbitration | 3.1 | |||||
Non cash charge | $ 800 | |||||
Impairment charge, reversal of accumulated amortization | $ 2,200 | |||||
Impairment charge, gross | $ 12,200 | |||||
Intangible Assets, Net (Excluding Goodwill) | $ 132 | $ 1,653 | ||||
Patents | ||||||
Loss Contingencies [Line Items] | ||||||
Intangible Assets, Net (Excluding Goodwill) | $ 3,500 | $ 4,600 | $ 4,600 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) $ in Thousands | 12 Months Ended | |
May 31, 2022 USD ($) item | May 31, 2021 USD ($) item | |
Concentration Risk [Line Items] | ||
Accounts payable | $ 67,974 | $ 65,897 |
Number of vendors | item | 2 | 2 |
Compensation and related expense | $ 1,504 | $ 4,005 |
Legal fees and settlement | 2,006 | 11,008 |
Clinical expenses | 3,727 | 1,462 |
Other liabilities | 1,624 | 2,598 |
Total accrued liabilities | $ 8,861 | 19,073 |
Accrued legal settlement | $ 10,600 | |
Accounts Payable | Credit Availability Concentration Risk [Member] | Vendor One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 57% | 72% |
Accounts Payable | Credit Availability Concentration Risk [Member] | Vendor Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 17% | 14% |
Convertible Instruments and A_3
Convertible Instruments and Accrued Interest - Preferred stock (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | May 31, 2020 | |
Class of Stock [Line Items] | ||||||||
Accrued dividends | $ 3,977 | $ 2,647 | ||||||
Accumulated deficit | $ 766,131 | 553,675 | $ 681,622 | $ 639,940 | $ 599,432 | $ 483,183 | $ 445,191 | $ 375,301 |
Series B Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock dividend, value per share | $ 0.25 | |||||||
Preferred stock, stated value per share | 5 | |||||||
Preferred stock conversion price, per share | $ 0.50 | |||||||
Undeclared dividend | $ 10 | $ 18 | ||||||
Shares of common stock | 20 | 36 | ||||||
Undeclared dividend, shares | 10 | |||||||
Series C Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock dividend rate, as a percent | 10% | |||||||
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 | $ 2,014 | $ 1,530 | ||||||
Shares of common stock | 4,028 | 3,060 | ||||||
Series D Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock dividend rate, as a percent | 10% | |||||||
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 | $ 1,963 | $ 1,117 | ||||||
Shares of common stock | 3,926 | 2,234 |
Convertible Instruments and A_4
Convertible Instruments and Accrued Interest - Outstanding Balance (Details) - USD ($) $ in Thousands | May 31, 2022 | May 31, 2021 | May 31, 2020 |
Debt Instrument [Line Items] | |||
Convertible notes payable outstanding principal | $ 38,319 | $ 70,500 | |
Less: Unamortized debt discount and issuance costs | (2,078) | (7,753) | |
Convertible notes payable, net | 36,241 | 62,747 | |
Accrued interest on convertible notes | 5,974 | 2,007 | |
Outstanding convertible notes payable, net and accrued interest | 42,215 | 64,754 | |
Long-term Convertible Note - November 2020 Note | |||
Debt Instrument [Line Items] | |||
Convertible notes payable outstanding principal | $ 13,500 | ||
Less: Unamortized debt discount and issuance costs | (1,204) | ||
Convertible notes payable, net | 12,296 | ||
Accrued interest on convertible notes | 1,258 | ||
Outstanding convertible notes payable, net and accrued interest | 13,554 | ||
Long-term Convertible Note - April 2, 2021 Note | |||
Debt Instrument [Line Items] | |||
Convertible notes payable outstanding principal | 9,819 | 28,500 | |
Less: Unamortized debt discount and issuance costs | (512) | (3,232) | |
Convertible notes payable, net | 9,307 | 25,268 | |
Accrued interest on convertible notes | 2,599 | 447 | |
Outstanding convertible notes payable, net and accrued interest | 11,906 | 25,715 | |
Long-term Convertible Note - April 23, 2021 Note | |||
Debt Instrument [Line Items] | |||
Convertible notes payable outstanding principal | 28,500 | $ 28,500 | |
Less: Unamortized debt discount and issuance costs | (1,566) | (3,317) | |
Convertible notes payable, net | 26,934 | 25,183 | |
Accrued interest on convertible notes | 3,375 | 302 | |
Outstanding convertible notes payable, net and accrued interest | $ 30,309 | $ 25,485 |
Convertible Instruments and A_5
Convertible Instruments and Accrued Interest - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Outstanding balance, beginning | $ 64,754 | $ 64,754 | $ 64,754 | $ 64,754 | |||||||
Amortization of issuance discount and costs | 3,045 | ||||||||||
Interest expense | 5,417 | ||||||||||
Fair market value of shares exchanged for repayment | (42,073) | ||||||||||
Loss on induced conversion | $ 12,066 | $ 6,785 | 18,530 | $ 6,724 | 25,315 | $ 6,724 | 37,381 | $ 6,724 | 37,381 | $ 39,131 | |
Difference between market value of common shares and reduction of principle | (11,072) | ||||||||||
Outstanding balance, ending | 42,215 | 64,754 | |||||||||
Previously Reported | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on induced conversion | 3,109 | 3,312 | 4,651 | $ 7,625 | 4,169 | 7,963 | 4,169 | 11,072 | 11,794 | 19,896 | |
Adjustments | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on induced conversion | $ 8,957 | $ 3,473 | 13,879 | $ (7,625) | $ 2,555 | 17,352 | $ 2,555 | 26,309 | $ (5,070) | 19,235 | |
Long-term Convertible Note-March 2020 Note | Adjustments | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on induced conversion | 3,100 | ||||||||||
Long-term Convertible Note-July 2020 Note | Adjustments | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on induced conversion | 14,100 | ||||||||||
Long-term Convertible Note - November 2020 Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding balance, beginning | 13,554 | 13,554 | 13,554 | 13,554 | |||||||
Amortization of issuance discount and costs | 98 | ||||||||||
Interest expense | 192 | ||||||||||
Fair market value of shares exchanged for repayment | (18,495) | ||||||||||
Difference between market value of common shares and reduction of principle | (4,651) | ||||||||||
Outstanding balance, ending | 13,554 | ||||||||||
Long-term Convertible Note - November 2020 Note | Adjustments | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on induced conversion | 13,900 | 2,000 | |||||||||
Long-term Convertible Note - April 2, 2021 Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding balance, beginning | 25,715 | 25,715 | 25,715 | 25,715 | |||||||
Amortization of issuance discount and costs | 1,197 | ||||||||||
Interest expense | 2,152 | ||||||||||
Fair market value of shares exchanged for repayment | (23,578) | ||||||||||
Difference between market value of common shares and reduction of principle | (6,421) | ||||||||||
Outstanding balance, ending | 11,907 | 25,715 | |||||||||
Long-term Convertible Note - April 2, 2021 Note | Adjustments | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on induced conversion | 12,400 | ||||||||||
Long-term Convertible Note - April 23, 2021 Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding balance, beginning | $ 25,485 | $ 25,485 | $ 25,485 | 25,485 | |||||||
Amortization of issuance discount and costs | 1,750 | ||||||||||
Interest expense | 3,073 | ||||||||||
Outstanding balance, ending | $ 30,308 | $ 25,485 |
Convertible Instruments and A_6
Convertible Instruments and Accrued Interest - Long-term Convertible Note - November 2020 Note (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Nov. 10, 2020 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | Apr. 02, 2021 | |
Debt Instrument [Line Items] | |||||||||||||||||
Net Proceeds | $ 100,000 | $ 15,000 | |||||||||||||||
Unamortized discount | $ 3,400 | ||||||||||||||||
Loss on induced conversion | $ (12,066) | $ (6,785) | $ (18,530) | $ (6,724) | $ (25,315) | $ (6,724) | $ (37,381) | $ (6,724) | $ (37,381) | (39,131) | |||||||
Amortization of issuance discount and costs | 3,045 | ||||||||||||||||
Accrued interest on convertible notes | 5,974 | 2,007 | |||||||||||||||
Interest on convertible notes | 5,417 | 4,387 | 7,330 | ||||||||||||||
Previously Reported | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on induced conversion | (3,109) | (3,312) | (4,651) | $ (7,625) | (4,169) | (7,963) | (4,169) | (11,072) | (11,794) | (19,896) | |||||||
Adjustments | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on induced conversion | $ (8,957) | $ (3,473) | (13,879) | $ 7,625 | $ (2,555) | $ (17,352) | $ (2,555) | $ (26,309) | $ 5,070 | (19,235) | |||||||
Long-term Convertible Note - November 2020 Note | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument term | 2 years | ||||||||||||||||
Convertible note, aggregate principal | $ 28,500 | ||||||||||||||||
Net Proceeds | 25,000 | ||||||||||||||||
Unamortized discount | 3,400 | ||||||||||||||||
Debt issuance costs | $ 100 | ||||||||||||||||
Convertible notes, interest rate | 10% | ||||||||||||||||
Conversion price per share | $ 10 | ||||||||||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | ||||||||||||||||
Loss on extinguishment of convertible notes | 4,700 | 6,400 | $ 0 | ||||||||||||||
Amortization of issuance discount and costs | 98 | ||||||||||||||||
Long-term Convertible Note - November 2020 Note | Adjustments | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on induced conversion | $ (13,900) | (2,000) | |||||||||||||||
June 2021 Partitioned Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Convertible note, aggregate principal | $ 6,000 | ||||||||||||||||
Shares issued on debt conversion | 4.2 | ||||||||||||||||
Monthly redemption amount deferred | $ 1,500 | ||||||||||||||||
July 2021 Partitioned Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Convertible note, aggregate principal | $ 4,000 | ||||||||||||||||
Shares reserved | 3.2 | ||||||||||||||||
Monthly redemption amount deferred | $ 3,500 | ||||||||||||||||
August 2021 Partitioned Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Convertible note, aggregate principal | $ 4,900 | $ 4,900 | |||||||||||||||
Shares reserved | 4.4 | 4.4 | |||||||||||||||
Monthly redemption amount deferred | $ 2,600 | ||||||||||||||||
Long-term Convertible Note-July 2020 Note | Adjustments | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on induced conversion | $ (14,100) |
Convertible Instruments and A_7
Convertible Instruments and Accrued Interest - Long-term Convertible Note - April 2, 2021 Note (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 21, 2021 | Apr. 02, 2021 | Sep. 30, 2021 | Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | Feb. 18, 2022 | Jan. 19, 2022 | Dec. 29, 2021 | Nov. 16, 2021 | |
Debt Instrument [Line Items] | |||||||||||||||||||
Net Proceeds | $ 100,000 | $ 15,000 | |||||||||||||||||
Unamortized discount | $ 3,400 | ||||||||||||||||||
Amortization of issuance discount and costs | $ 3,045 | ||||||||||||||||||
Accrued interest on convertible notes | 5,974 | 2,007 | |||||||||||||||||
Interest on convertible notes | 5,417 | 4,387 | 7,330 | ||||||||||||||||
Net carrying value of note | 42,215 | 64,754 | |||||||||||||||||
Loss on induced conversion | $ (12,066) | $ (6,785) | $ (18,530) | $ (6,724) | $ (25,315) | $ (6,724) | $ (37,381) | $ (6,724) | (37,381) | (39,131) | |||||||||
Previously Reported | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loss on induced conversion | (3,109) | (3,312) | (4,651) | $ (7,625) | (4,169) | (7,963) | (4,169) | (11,072) | (11,794) | (19,896) | |||||||||
Adjustments | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loss on induced conversion | $ (8,957) | $ (3,473) | $ (13,879) | $ 7,625 | $ (2,555) | $ (17,352) | $ (2,555) | $ (26,309) | $ 5,070 | (19,235) | |||||||||
Long-term Convertible Note - April 2, 2021 Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument term | 2 years | ||||||||||||||||||
Convertible note, aggregate principal | $ 28,500 | ||||||||||||||||||
Net Proceeds | 25,000 | ||||||||||||||||||
Debt issuance costs | 100 | ||||||||||||||||||
Conversion of principal and interest of convertible notes to common stock | $ 3,500 | ||||||||||||||||||
Convertible notes, interest rate | 10% | ||||||||||||||||||
Percentage increase in amount payable on default | 15% | ||||||||||||||||||
Percentage increase in amount payable, second scenario | 10% | ||||||||||||||||||
Percentage increase in amount payable, third default scenario | 5% | ||||||||||||||||||
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 | ||||||||||||||||||
Debt instrument prepayment percentage premium | 15% | ||||||||||||||||||
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 | ||||||||||||||||||
Debt proceeds requiring investor consent | $ 50,000 | ||||||||||||||||||
Additional debt, increase in interest rate | 5% | ||||||||||||||||||
Beneficial conversion feature | $ 0 | ||||||||||||||||||
Amortization of issuance discount and costs | 1,197 | ||||||||||||||||||
Net carrying value of note | 11,906 | 25,715 | |||||||||||||||||
Monthly redemption amount deferred | $ 7,500 | ||||||||||||||||||
Loss on extinguishment of convertible notes | 6,400 | $ 0 | $ 0 | ||||||||||||||||
Long-term Convertible Note - April 2, 2021 Note | Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible notes, interest rate | 22% | ||||||||||||||||||
Long-term Convertible Note - April 2, 2021 Note | Adjustments | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loss on induced conversion | $ (12,400) | ||||||||||||||||||
October 2021 Partitioned Notes Of April 2021 Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible note, aggregate principal | $ 5,000 | ||||||||||||||||||
Shares reserved | 3.9 | ||||||||||||||||||
Specified monthly redemption amount | $ 2,500 | ||||||||||||||||||
November 2021 Partitioned Notes Of April 2021 Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible note, aggregate principal | $ 4,000 | ||||||||||||||||||
Shares reserved | 4.2 | ||||||||||||||||||
December 2021 Partitioned Notes Of April 2021 Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible note, aggregate principal | $ 4,000 | ||||||||||||||||||
Shares reserved | 4.8 | ||||||||||||||||||
January 2022 Partitioned Notes Of April 2021 Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible note, aggregate principal | $ 2,500 | ||||||||||||||||||
Shares reserved | 5.4 | ||||||||||||||||||
February 2022 Partitioned Notes Of April 2021 Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible note, aggregate principal | $ 3,200 | ||||||||||||||||||
Shares reserved | 7 |
Convertible Instruments and A_8
Convertible Instruments and Accrued Interest - Long-term Convertible Note - April 23, 2021 Note (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||||||
Apr. 23, 2022 | Apr. 23, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | Mar. 31, 2022 | Feb. 28, 2022 | Apr. 02, 2021 | |
Debt Instrument [Line Items] | ||||||||
Net Proceeds | $ 100,000 | $ 15,000 | ||||||
Unamortized discount | $ 3,400 | |||||||
Amortization of issuance discount and costs | $ 3,045 | |||||||
Accrued interest on convertible notes | 5,974 | 2,007 | ||||||
Interest on convertible notes | 5,417 | 4,387 | $ 7,330 | |||||
Net carrying value of note | 42,215 | 64,754 | ||||||
Indemnitors | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase common shares, shares | 13 | 30 | ||||||
Long-term Convertible Note - April 23, 2021 Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 2 years | |||||||
Convertible note, aggregate principal | $ 28,500 | |||||||
Net Proceeds | 25,000 | |||||||
Unamortized discount | 3,400 | |||||||
Debt issuance costs | 100 | |||||||
Conversion of principal and interest of convertible notes to common stock | $ 7,000 | |||||||
Convertible notes, interest rate | 10% | |||||||
Percentage increase in amount payable on default | 15% | |||||||
Percentage increase in amount payable, second scenario | 10% | |||||||
Percentage increase in amount payable, third default scenario | 5% | |||||||
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% | |||||||
Number of days of notice to be given for prepayment | 15 days | |||||||
Debt proceeds requiring investor consent | $ 75,000 | |||||||
Additional debt, increase in interest rate | 5% | |||||||
Beneficial conversion feature | $ 0 | |||||||
Amortization of issuance discount and costs | 1,750 | |||||||
Net carrying value of note | $ 30,309 | $ 25,485 | ||||||
Maximum | Long-term Convertible Note - April 23, 2021 Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes, interest rate | 22% |
Equity Awards - Activity (Detai
Equity Awards - Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Stock option and warrant activity | |||
Options and warrants outstanding, Number of Shares | 60,774 | 130,561 | |
Granted, Number of Shares | 50,205 | 7,036 | |
Exercised, Number of Shares | (5,677) | (75,735) | (101,853) |
Forfeited/expired/cancelled, Number of Shares | (14,597) | (1,088) | |
Options and warrants outstanding, Number of Shares | 90,705 | 60,774 | 130,561 |
Options and warrants outstanding and exercisable, Number of Shares | 82,918 | ||
Options and warrants outstanding, Weighted Average Exercise Price | $ 0.95 | $ 0.65 | |
Granted, Weighted Average Exercise Price | 0.72 | 3.82 | |
Exercised, Weighted Average Exercise Price | 0.71 | 0.59 | |
Forfeited/expired/cancelled, Weighted Average Exercise Price | 1.36 | 1.66 | |
Options and warrants outstanding, Weighted Average Exercise Price | 0.77 | $ 0.95 | $ 0.65 |
Options and warrants outstanding and exercisable, Weighted Average Exercise Price | $ 0.69 | ||
Options and warrants outstanding, Weighted Average Remaining Contractual Life in Years | 4 years 21 days | 4 years 4 months 13 days | 5 years 9 months 14 days |
Options and warrants outstanding and exercisable, Weighted Average Remaining Contractual Life in Years | 3 years 7 months 9 days | ||
Options and warrants outstanding, Aggregate Intrinsic Value | $ 352 | $ 68,061 | $ 896 |
Options and warrants outstanding and exercisable, Aggregate Intrinsic Value | 352 | ||
Cash received for options and warrants exercised | 6,816 | 38,327 | 44,024 |
Aggregate intrinsic value of options and warrants exercised | $ 5,815 | $ 298,891 | $ 112,145 |
Options outstanding, nonvested | 7,500 | 5,800 |
Equity Awards - Schedule of Ass
Equity Awards - Schedule of Assumptions (Details) | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Volatility, Minimum | 94.30% | 80.30% | 0% |
Expected Volatility, Maximum | 122% | 127.80% | 92.80% |
Weighted-Average Volatility | 104.89% | 84.86% | 52.29% |
Risk-Free Rate | 1.67% | 0.45% | 1.46% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Term (In years) | 1 year 6 months | 2 years 6 months | 10 months 24 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Term (In years) | 6 years | 6 years | 10 years |
Equity Awards - Expense and unr
Equity Awards - Expense and unrecognized (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 1,600 | $ 6,239 | $ 10,429 | $ 6,548 |
Surety Bond Backstop Agreement [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 6,600 | |||
Common stock warrants to purchase shares | 15 | |||
Stock Options And Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested during the period, grant date fair value | $ 3,900 | 4,700 | 3,300 | |
Unrecognized compensation expense | $ 6,500 | |||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 2 months 4 days | |||
Equity Instruments | General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 6,200 | $ 8,800 | $ 6,500 | |
Chief Executive Officer [Member] | Equity Instruments | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 1,600 |
Equity Awards - Options, RSUs,
Equity Awards - Options, RSUs, PSUs (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jun. 01, 2021 | Sep. 30, 2020 shares | Jan. 31, 2020 shares | May 31, 2022 USD ($) plan $ / shares shares | May 31, 2021 USD ($) shares | May 31, 2020 USD ($) | May 23, 2022 shares | Feb. 21, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of active plans | plan | 1 | |||||||
Number of inactive plans | plan | 1 | |||||||
Issuance of common stock upon vesting of stock based compensation awards, shares | 200 | |||||||
Stock option exercises, shares | 500 | |||||||
Proceeds from stock option exercises | $ | $ 390 | $ 1,839 | $ 5,602 | |||||
Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options exercised, exercise price | $ / shares | $ 1.06 | |||||||
Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options exercised, exercise price | $ / shares | $ 0.63 | |||||||
Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, Shares | 3,350 | |||||||
Management, Employees And Consultants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option granted, Shares | 3,000 | |||||||
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] | Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of common stock upon vesting of stock based compensation awards, shares | 400 | |||||||
Stock units granted, shares | 1,120 | |||||||
Award vesting period | 3 years | |||||||
Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of common stock upon vesting of stock based compensation awards, shares | 400 | |||||||
Stock units granted, shares | 11,700 | 4,350 | ||||||
Stock units forfeited | 3,900 | |||||||
Performance Shares [Member] | Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock units granted, shares | 4,350 | |||||||
Award vesting period | 3 years | |||||||
2012 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Increase in number of shares authorized | 350,000 | |||||||
Shares reallocated to be used for general purposes | 7,000 | 15,000 | ||||||
Percentage of share outstanding | 1% | |||||||
Annual increase in shares authorized, as a percent of outstanding shares | 1% | |||||||
Shares available for future stock-based grants | 3,900 | 56,300 | ||||||
2012 Equity Incentive Plan | Management, Employees And Consultants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for future stock-based grants | 22,000 |
Equity Awards - Private Placeme
Equity Awards - Private Placement of Shares of Common Stock and Warrants (Details) | 1 Months Ended | 12 Months Ended | |||||
Mar. 25, 2022 shares | Feb. 04, 2022 shares | May 31, 2021 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares shares | May 31, 2022 USD ($) item $ / shares shares | May 31, 2021 USD ($) $ / shares shares | May 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercises, shares | 1,400,000 | 26,700,000 | |||||
Warrant exercises, value | $ | $ 1,036,000 | $ 18,649,000 | $ 20,500,000 | ||||
Exercise of warrants for cash | $ | $ 1,000,000 | ||||||
Cashless exercise of warrants, shares | 200,000 | ||||||
Cashless exercise of warrants, warrants | 300,000 | ||||||
Shares issued during the period new issues shares | 7,900,000 | ||||||
Finance charges related to warrant issuance for surety bond backstop agreement | $ | $ 6,585,000 | ||||||
Proceeds from warrant exercises | $ | $ 1,036,000 | 19,428,000 | 38,422,000 | ||||
Number Of Warrants In Fixed Combination Issue Of Securities | 0.3 | ||||||
Proceeds from warrant transactions | $ | $ 5,390,000 | $ 17,060,000 | |||||
Warrant covering common stock shares purchased, percentage | 12% | ||||||
Stock issued via offering, tender or placement, value | $ | 13,409,000 | ||||||
Former Chief Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation policy period | 18 months | ||||||
Shares issued during the period new issues shares | 908,418 | ||||||
Former General Counsel [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation policy period | 12 months | ||||||
Severance payment | $ | $ 12,500 | ||||||
Shares issued during the period new issues shares | 155,612 | ||||||
Registered Direct Offering [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued via offering, tender or placement, value | $ | 12,666,000 | ||||||
Private Equity Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued during the period new issues shares | 8,900,000 | ||||||
Stock based compensation | $ | $ 14,000 | ||||||
Term of warrants | 5 years | 5 years | |||||
Proceeds from warrant exercises | $ | $ 23,600,000 | ||||||
Number of common shares in a fixed combination issue of shares | 1 | 1 | |||||
Number Of Warrants In Fixed Combination Issue Of Securities | 1 | 1 | |||||
Stock issued via offering, tender or placement, value | $ | $ 46,511,000 | $ 1,000,000 | |||||
Private Equity Offering | Consultant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 1.04 | ||||||
Shares issued during the period new issues shares | 15,000 | ||||||
Common stock warrants to purchase shares | 25,000 | ||||||
Private Equity Offering | Placement Agent | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 0.40 | ||||||
Warrant exercises, shares | 11,400,000 | ||||||
Shares issued during the period new issues shares | 38,100,000 | ||||||
Common stock warrants to purchase shares | 1,600,000 | ||||||
Term of warrants | 7 years | ||||||
Non-cash inducement interest expense | $ | $ 1,700,000 | ||||||
Cash inducement interest expense | $ | $ 200,000 | ||||||
Accredited Investors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercises, shares | 2,300,000 | ||||||
Shares issued during the period new issues shares | 4,100,000 | 3,500,000 | 8,800,000 | ||||
Common stock warrants to purchase shares | 900,000 | 900,000 | |||||
Non-cash inducement interest expense | $ | $ 5,200,000 | ||||||
Stock issued via offering, tender or placement, value | $ | 5,400,000 | ||||||
Private Warrant Exchange [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant exercises, value | $ | $ 5,390,000 | $ 17,556,000 | |||||
Warrants exchanged (in shares) | 3,500,000 | 32,600,000 | |||||
Shares issued during the period new issues shares | 36,200,000 | 35,800,000 | |||||
Common stock warrants to purchase shares | 7,900,000 | ||||||
Non-cash inducement interest expense | $ | $ 14,000,000 | ||||||
Proceeds from warrant transactions | $ | 16,200,000 | ||||||
Placement agent fees and expenses | $ | 500,000 | ||||||
Stock issued via offering, tender or placement, value | $ | $ 34,900,000 | 6,021,000 | |||||
Private Warrant Exchange [Member] | Placement Agent | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-cash inducement interest expense | $ | $ 6,700,000 | 13,900,000 | |||||
Private Warrant Exchange, Non-Inducement Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued during the period new issues shares | 400,000 | ||||||
Non-cash inducement interest expense | $ | $ 1,500,000 | ||||||
Allotment to placement agent | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 0.255 | ||||||
Increase in number of shares authorized | 350,000,000 | ||||||
Term of warrants | 10 years | ||||||
Warrant covering common stock shares purchased, percentage | 13% | ||||||
Placement agent fees and expenses | $ | $ 50,000 | ||||||
Allotment to placement agent | Placement Agent | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 1 | ||||||
Shares issued during the period new issues shares | 1,400,000 | ||||||
Term of warrants | 10 years | ||||||
Warrant covering common stock shares purchased, percentage | 12% | ||||||
Public Warrant Tender Offering [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued via offering, tender or placement, value | $ | $ 828,000 | $ 11,900,000 | |||||
Second Private Placement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||
Exercise price of stock warrant combo, per share | $ / shares | $ 0.255 | ||||||
Shares issued during the period new issues shares | 34,600,000 | ||||||
Term of warrants | 5 years | ||||||
Proceeds from warrant exercises | $ | $ 8,800,000 | ||||||
Number of common shares in a fixed combination issue of shares | 1 | ||||||
Number Of Warrants In Fixed Combination Issue Of Securities | 1 | ||||||
Proceeds from warrant transactions | $ | $ 7,600,000 | ||||||
Warrant exercise price percentage of final unit price | 120% | ||||||
Stock Subscription Agreements [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 1 | ||||||
Number of private placements conducted | item | 2 | ||||||
Shares issued during the period new issues shares | 11,400,000 | ||||||
Common stock warrants to purchase shares | 5,000,000 | ||||||
Number of common shares in a fixed combination issue of shares | 1 | ||||||
Proceeds from warrant transactions | $ | $ 1,400,000 | ||||||
Placement agent fees and expenses | $ | 50,000 | ||||||
Proceeds from Issuance of Common Stock | $ | 11,400,000 | ||||||
Stock issued via offering, tender or placement, value | $ | 10,000,000 | ||||||
Surety Bond Backstop Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock based compensation | $ | $ 6,600,000 | ||||||
Common stock warrants to purchase shares | 15,000,000 | ||||||
Interest rate | 10% | ||||||
Period of Indemnification, Payment by Indemnitors | 90 days | ||||||
Indemnification Fee Payment Ratio | 1.50% | ||||||
Initial Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock warrants to purchase shares | 15,000,000 | ||||||
Make-Whole Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock warrants to purchase shares | 15,000,000 | ||||||
Four Good Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 0.20 | ||||||
Finance charges related to warrant issuance for surety bond backstop agreement | $ | $ 6,600,000 | ||||||
Term of warrants | 5 years | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | $ 1 | $ 1.35 | $ 1 | ||||
Cashless exercise of warrants, exercise price | $ / shares | 0.83 | ||||||
Maximum | Private Equity Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 1.80 | 1.80 | |||||
Maximum | Accredited Investors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 1 | 1 | 1 | ||||
Maximum | Private Warrant Exchange [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 0.90 | 0.90 | |||||
Warrants grant date fair value | $ / shares | 1.50 | 1.50 | |||||
Maximum | Four Good Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 0.30 | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 0.45 | 0.45 | 0.45 | ||||
Cashless exercise of warrants, exercise price | $ / shares | 0.40 | ||||||
Minimum | Private Equity Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 0.40 | 0.40 | |||||
Minimum | Accredited Investors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 0.40 | $ 0.45 | 0.40 | ||||
Minimum | Private Warrant Exchange [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants, per share | $ / shares | 0.21 | 0.21 | |||||
Warrants grant date fair value | $ / shares | $ 0.30 | $ 0.30 |
Equity Awards - Stock Options a
Equity Awards - Stock Options and Other Equity Awards (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2022 | Sep. 30, 2020 | Jul. 31, 2020 | Jan. 31, 2020 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from stock option exercises | $ 390 | $ 1,839 | $ 5,602 | ||||
Options outstanding, vested | 9,900,000 | 12,800,000 | |||||
Options outstanding, nonvested | 7,500,000 | 5,800,000 | |||||
Stock-based compensation | $ 1,600 | $ 6,239 | $ 10,429 | $ 6,548 | |||
Issuance of common stock upon vesting of stock based compensation awards, shares | 200,000 | ||||||
Warrant exercises, shares | 1,400,000 | 26,700,000 | |||||
Shares issued during the period new issues shares | 7,900,000 | ||||||
Stock option exercises, shares | 500,000 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options exercised, exercise price | $ 1.06 | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options exercised, exercise price | $ 0.63 | ||||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for bonuses and tendered for income tax, shares | 300,000 | 2,582,000 | 380,000 | ||||
Warrant exercises, shares | 1,642,000 | 37,941,000 | 42,024,000 | ||||
Stock option exercises, shares | 510,000 | 2,591,000 | 8,723,000 | ||||
Treasury Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for bonuses and tendered for income tax, shares | 200,000 | 127,000 | |||||
Management, Employees And Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option granted, Shares | 3,000,000 | ||||||
Management, Employees And Consultants [Member] | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option granted, exercise price | $ 2.23 | ||||||
Stock options grant date fair value | 1.71 | ||||||
Management, Employees And Consultants [Member] | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option granted, exercise price | 0.43 | ||||||
Stock options grant date fair value | $ 0.33 | ||||||
Executives | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option granted, Shares | 3,350,000 | ||||||
Percent of salary in lieu of cash, net of payroll deductions and withholding taxes | 25% | ||||||
Shares issued | 317,441 | ||||||
Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock units granted, shares | 11,700,000 | 4,350,000 | |||||
Stock units forfeited | 3,900,000 | ||||||
Issuance of common stock upon vesting of stock based compensation awards, shares | 400,000 | ||||||
Performance Shares [Member] | Executives | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock units granted, shares | 4,350,000 | ||||||
Award vesting period | 3 years | ||||||
Stock Options | Management, Employees And Consultants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options term | 10 years | ||||||
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 | ||||||
Award vesting period | 3 years | ||||||
Issuance of common stock upon vesting of stock based compensation awards, shares | 400,000 |
Loss Per Common Share - Reconci
Loss Per Common Share - Reconciliation - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Earnings Per Share [Abstract] | ||||||||||||
Net loss | $ (41,285) | $ (40,077) | $ (45,337) | $ (37,581) | $ (37,980) | $ (85,414) | $ (68,812) | $ (126,699) | $ (106,393) | $ (210,820) | $ (176,465) | $ (139,936) |
Less: Preferred stock dividends | (1,628) | (1,687) | (708) | |||||||||
Net loss applicable to common stockholders | $ (212,448) | $ (178,152) | $ (140,644) | |||||||||
Weighted Average Number of Shares Outstanding, Basic | 676,900 | 587,590 | 421,078 | |||||||||
Weighted Average Number of Shares Outstanding, Diluted | 676,900 | 587,590 | 421,078 | |||||||||
Earnings Per Share, Basic | $ (0.06) | $ (0.06) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.12) | $ (0.19) | $ (0.18) | $ (0.31) | $ (0.30) | $ (0.33) |
Earnings Per Share, Diluted | $ (0.06) | $ (0.06) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.12) | $ (0.19) | $ (0.18) | $ (0.31) | $ (0.30) | $ (0.33) |
Loss Per Common Share - Securit
Loss Per Common Share - Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
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 | 106,002 | 82,386 | 131,361 |
Convertible Debt Securities | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,000 | 18,000 | 3,864 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 32,535 | 33,008 | 30,130 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Tax Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 0 | $ 0 | $ 0 |
Deferred tax benefit | $ 0 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Income tax provision at statutory rate: | 21% | 21% | 21% |
Derivative loss | 0% | 0% | (1.60%) |
Non-deductible debt issuance costs | 0% | 0% | (0.10%) |
Non-deductible interest on convertible notes | (0.50%) | (0.60%) | (1.20%) |
Inducement interest expense | (0.70%) | (1.50%) | (1.30%) |
Other | 1.10% | 0% | (0.30%) |
Credit carry forward generated (released) | (0.20%) | (0.10%) | (0.10%) |
Non-deductible loss on induced conversion | (3.70%) | (2.60%) | 0% |
Non-deductible debt discount amortization | (0.30%) | (0.60%) | (0.30%) |
IRC section 162(m) limitation | (0.10%) | (1.10%) | (2.40%) |
Stock compensation in excess of ASC 718 | 0% | 1.70% | 3.20% |
Non-deductible expense on induced conversion of debt | (0.30%) | (1.20%) | (3.80%) |
Valuation allowance | (16.30%) | (15.00%) | (13.10%) |
Effective income tax rate | 0% | 0% | 0% |
ASC 842 lease accounting | $ 117 | $ 0 |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | May 31, 2022 | May 31, 2021 | May 31, 2020 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Net operating loss | $ 106,965 | $ 74,258 | |
Credits | 2,063 | 2,063 | |
ASC 718 expense on NQO's | 6,057 | 5,510 | |
Charitable contribution-carry forward | 14 | 14 | |
Accrued vacation & payroll | 68 | 87 | |
ASC 842 lease accounting | 0 | (3) | |
Right of use asset | (112) | 0 | |
Lease liability | 117 | 0 | |
Inventory | 2,138 | 146 | |
Accrued expenses | 89 | 874 | |
Amortization | 238 | 396 | |
Fixed assets | 1 | 0 | |
Basis difference in acquired assets | 0 | (91) | |
Valuation allowance | (117,638) | (83,254) | |
Deferred tax asset, non-current | 0 | 0 | |
Non-current asset | 117,638 | 83,254 | |
Valuation allowance | (117,638) | (83,254) | |
Deferred tax asset (liability) non-current | 0 | 0 | |
Net operating loss | $ 509,400 | $ 352,000 | $ 264,700 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) £ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 USD ($) | May 31, 2022 USD ($) item D | May 31, 2022 GBP (£) | Jan. 31, 2022 USD ($) | Jan. 06, 2022 USD ($) | |
Research, Development And Manufacturing Agreements With Samsung [Member] | |||||
Loss Contingencies [Line Items] | |||||
Forecast period | 3 years | ||||
Amount of material breach of' Master Services and Project Specific Agreements | $ 13,500,000 | ||||
Additional Contractual Obligation | $ 22,800,000 | ||||
Contractual Obligation | $ 232,788,000 | ||||
Contractual Obligation, Fiscal Year Maturity [Abstract] | |||||
2023 | 34,638,000 | ||||
2024 | 121,750,000 | ||||
2025 | 76,400,000 | ||||
Total | $ 232,788,000 | ||||
License Agreements With Vyera Pharmaceuticals, LLC | |||||
Contractual Obligation, Fiscal Year Maturity [Abstract] | |||||
Amount payable upon achievement of sales and regulatory milestone | $ 85,300,000 | ||||
Percentage of royalty payable by the counter party | 50% | ||||
Term of arrangement | 10 years | ||||
Term of arrangement, after first commercial sale | 2 years | ||||
Number of days of prior written notice | D | 180 | ||||
Progenics Purchase Agreement [Member] | |||||
Contractual Obligation, Fiscal Year Maturity [Abstract] | |||||
Amount of milestone payments payable | $ 5,000,000 | ||||
Percentage of royalty payable | 3.50% | ||||
Amount payable upon filing BLA with FDA | $ 500,000 | ||||
Amount payable upon FDA approval | 500,000 | ||||
Annual maintenance fees | $ 150,000 | ||||
Progenics Purchase Agreement [Member] | Royalty Payable in Initial 10 Years [Member] | |||||
Contractual Obligation, Fiscal Year Maturity [Abstract] | |||||
Percentage of royalty payable | 5% | ||||
Lonza Agreement | |||||
Contractual Obligation, Fiscal Year Maturity [Abstract] | |||||
Number of contract manufacturers | item | 2 | ||||
Annual license fee | $ 700,000 | £ 0.6 | |||
Royalty on net sales (as a percent) | 2% | 2% | |||
Accounts Payable | Research, Development And Manufacturing Agreements With Samsung [Member] | |||||
Loss Contingencies [Line Items] | |||||
Contractual Obligation | $ 38,100,000 | ||||
Contractual Obligation, Fiscal Year Maturity [Abstract] | |||||
Total | $ 38,100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) $ / shares in Units, $ in Millions | 1 Months Ended | ||
May 19, 2022 USD ($) $ / shares shares | Jun. 04, 2021 lawsuit | Mar. 31, 2021 shares | |
Loss Contingencies [Line Items] | |||
Shares subject to arbitration | 3,100,000 | ||
Legal fees, etc. | $ | $ 0.8 | ||
Delaware Shareholder Derivative Lawsuit [Member] | |||
Loss Contingencies [Line Items] | |||
Consolidated number of lawsuits | lawsuit | 3 | ||
Pestell Employment Dispute [Member] | Former Chief Medical Officer | Settled litigation | |||
Loss Contingencies [Line Items] | |||
Shares issued in acquisition | 8,342,000 | ||
Warrants to purchase common shares, shares | 7,000,000 | ||
Term of warrants | 3 years | ||
Exercise price of warrants, per share | $ / shares | $ 0.37 |
Commitments and Contingencies_3
Commitments and Contingencies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 200 | $ 300 |
Right of use asset | 536 | 712 |
Current operating lease liability | 134 | 175 |
Non-current operating lease liability | 422 | 552 |
Total operating lease liability | 556 | 727 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 | 177 | |
2024 | 182 | |
2025 | 185 | |
2026 | 208 | |
Total operating lease payments | 752 | |
Less: imputed interest | (196) | |
Present value of operating lease liabilities | $ 556 | $ 727 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
May 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Nov. 30, 2020 | May 31, 2022 | May 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Number of shares to be sold | 7,900 | |||||
Private Warrant Exchange [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares to be sold | 36,200 | 35,800 | ||||
Warrants to purchase common shares, shares | 7,900 | |||||
Private Warrant Exchange, Non-Inducement Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares to be sold | 400 | |||||
Jordan G. Naydenov | Private Warrant Exchange [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase common shares, shares | 1,300 | |||||
Proceeds from issuance of common shares | $ 0.7 | |||||
Jordan G. Naydenov | Private Warrant Exchange, Inducement Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase common shares, shares | 600 | |||||
Jordan G. Naydenov | Private Warrant Exchange, Non-Inducement Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants to purchase common shares, shares | 600 | |||||
Christopher Recknor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares to be sold | 700 | |||||
Stock price, in dollars per share | $ 1.50 | |||||
Proceeds from issuance of common shares | $ 1 | |||||
Immediate Family Member of Management or Principal Owner [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, amount | $ 0.1 | $ 1.7 | $ 0.9 | |||
Accounts Payable, Related Parties | $ 0.3 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - Employee Savings Plan - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Qualified non-elective contribution, employer contribution, as a percent | 3% | ||
Qualified non-elective contribution expense | $ 0.1 | $ 0.7 | $ 0.1 |
Subsequent Events - Private Pla
Subsequent Events - Private Placement of Common Stock and Warrants through Placement Agent (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) $ / shares shares | May 31, 2022 shares | May 31, 2021 shares | |
Subsequent Event [Line Items] | |||
Stock issued via offering, tender or placement, shares | 7,900,000 | ||
Private Equity Offering | |||
Subsequent Event [Line Items] | |||
Stock issued via offering, tender or placement, shares | 8,900,000 | ||
Term of warrants | 5 years | ||
Subsequent Event | Private Equity Offering | |||
Subsequent Event [Line Items] | |||
Stock issued via offering, tender or placement, shares | 50,700,000 | ||
Gross proceeds | $ | $ 12.9 | ||
Proceeds from private equity offering | $ | $ 11.3 | ||
Common stock per unit | 1 | ||
Number of shares per warrant | 0.75 | ||
Class of warrants, exercise price | $ / shares | $ 0.30 | ||
Combination Stock Warrant | $ / shares | $ 0.255 | ||
Warrant issued | 38,100,000 | ||
Warrant exercise price percentage of final unit price | 120% | ||
Term of warrants | 5 years |
Subsequent Events - Special Sha
Subsequent Events - Special Shareholders Meeting (Details) - shares | Jul. 08, 2022 | Jul. 07, 2022 | May 31, 2022 | May 31, 2021 |
Subsequent Event [Line Items] | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares authorized | 1,350,000,000 | 1,000,000,000 |
Subsequent Events - Issuance of
Subsequent Events - Issuance of Shares (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Aug. 02, 2022 | Mar. 25, 2022 | Jul. 31, 2022 | May 31, 2022 | |
Subsequent Event [Line Items] | ||||
Stock issued | 7,900,000 | |||
Former Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued | 908,418 | |||
Compensation policy period | 18 months | |||
Subsequent Event | Former Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued | 69,040 | 26,106 |
Restatement (Details)
Restatement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2022 | Feb. 28, 2021 | May 31, 2022 | May 31, 2021 | May 31, 2020 | May 31, 2019 | May 31, 2018 | |
Reclassification [Line Items] | ||||||||||||||
Loss on induced conversion | $ (12,066) | $ (6,785) | $ (18,530) | $ (6,724) | $ (25,315) | $ (6,724) | $ (37,381) | $ (6,724) | $ (37,381) | $ (39,131) | ||||
Inducement interest expense | (528) | $ (5,360) | (4,217) | (7,562) | (12,922) | (6,691) | (13,922) | $ (23,437) | ||||||
Total interest and other expense | (21,888) | (14,755) | (23,700) | (6,796) | (13,477) | (38,455) | (18,637) | (60,343) | (25,433) | (71,869) | (65,289) | |||
Loss before income taxes | (41,285) | (40,077) | (45,337) | (37,581) | (37,980) | (85,414) | (68,812) | (126,699) | (106,393) | (210,820) | (176,465) | (139,936) | ||
Net loss | $ (41,285) | $ (40,077) | $ (45,337) | $ (37,581) | $ (37,980) | $ (85,414) | $ (68,812) | $ (126,699) | $ (106,393) | $ (210,820) | $ (176,465) | $ (139,936) | ||
Basic loss per share | $ (0.06) | $ (0.06) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.12) | $ (0.19) | $ (0.18) | $ (0.31) | $ (0.30) | $ (0.33) | ||
Diluted loss per share | $ (0.06) | $ (0.06) | $ (0.07) | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.12) | $ (0.19) | $ (0.18) | $ (0.31) | $ (0.30) | $ (0.33) | ||
Additional paid-in capital | $ 658,449 | $ 626,558 | $ 573,595 | $ 466,779 | $ 438,067 | $ 626,558 | $ 438,067 | $ 658,449 | $ 466,779 | $ 671,013 | $ 532,031 | $ 372,301 | ||
Accumulated deficit | (681,622) | (639,940) | (599,432) | (483,183) | (445,191) | (639,940) | (445,191) | (681,622) | (483,183) | $ (766,131) | (553,675) | (375,301) | ||
Adjustments | 15,533 | $ 4,532 | $ 525 | |||||||||||
Previously Reported | ||||||||||||||
Reclassification [Line Items] | ||||||||||||||
Loss on induced conversion | (3,109) | (3,312) | (4,651) | (7,625) | (4,169) | (7,963) | (4,169) | (11,072) | (11,794) | (19,896) | ||||
Inducement interest expense | (9) | (4,139) | (3,758) | (7,103) | (11,242) | (11,366) | (7,904) | |||||||
Total interest and other expense | (12,931) | (11,282) | (9,302) | (13,200) | (10,463) | (21,103) | (15,623) | (34,034) | (28,823) | (50,078) | (49,756) | |||
Loss before income taxes | (32,328) | (36,604) | (30,939) | (43,985) | (34,966) | (68,062) | (65,798) | (100,390) | (109,783) | (154,674) | (124,403) | |||
Net loss | $ (32,328) | $ (36,604) | $ (30,939) | $ (43,985) | $ (34,966) | $ (68,062) | $ (65,798) | $ (100,390) | $ (109,783) | $ (154,674) | $ (124,403) | |||
Basic loss per share | $ (0.05) | $ (0.06) | $ (0.05) | $ (0.08) | $ (0.06) | $ (0.11) | $ (0.12) | $ (0.15) | $ (0.18) | $ (0.27) | $ (0.30) | |||
Diluted loss per share | $ (0.05) | $ (0.06) | $ (0.05) | $ (0.08) | $ (0.06) | $ (0.11) | $ (0.12) | $ (0.15) | $ (0.18) | $ (0.27) | $ (0.30) | |||
Additional paid-in capital | $ 612,905 | $ 589,971 | $ 516,816 | $ 449,579 | $ 414,463 | $ 589,971 | $ 414,463 | $ 612,905 | $ 449,579 | $ 489,650 | $ 351,711 | |||
Accumulated deficit | (636,078) | (603,353) | (542,653) | (465,983) | (421,587) | (603,353) | (421,587) | (636,078) | (465,983) | (511,294) | (354,711) | |||
Adjustments | ||||||||||||||
Reclassification [Line Items] | ||||||||||||||
Loss on induced conversion | (8,957) | (3,473) | (13,879) | 7,625 | (2,555) | (17,352) | (2,555) | (26,309) | 5,070 | (19,235) | ||||
Inducement interest expense | (519) | (1,221) | (459) | (459) | (1,680) | (2,556) | (15,533) | |||||||
Total interest and other expense | (8,957) | (3,473) | (14,398) | 6,404 | (3,014) | (17,352) | (3,014) | (26,309) | 3,390 | (21,791) | (15,533) | |||
Loss before income taxes | (8,957) | (3,473) | (14,398) | 6,404 | (3,014) | (17,352) | (3,014) | (26,309) | 3,390 | (21,791) | (15,533) | |||
Net loss | $ (8,957) | $ (3,473) | $ (14,398) | $ 6,404 | $ (3,014) | $ (17,352) | $ (3,014) | $ (26,309) | $ 3,390 | $ (21,791) | $ (15,533) | |||
Basic loss per share | $ (0.01) | $ 0 | $ (0.02) | $ 0.01 | $ (0.01) | $ (0.02) | $ 0 | $ (0.04) | $ 0 | $ (0.03) | $ (0.03) | |||
Diluted loss per share | $ (0.01) | $ 0 | $ (0.02) | $ 0.01 | $ (0.01) | $ (0.02) | $ 0 | $ (0.04) | $ 0 | $ (0.03) | $ (0.03) | |||
Additional paid-in capital | $ 45,544 | $ 36,587 | $ 56,779 | $ 17,200 | $ 23,604 | $ 36,587 | $ 23,604 | $ 45,544 | $ 17,200 | $ 42,381 | $ 20,590 | |||
Accumulated deficit | $ (45,544) | $ (36,587) | $ (56,779) | $ (17,200) | $ (23,604) | $ (36,587) | $ (23,604) | $ (45,544) | $ (17,200) | $ (42,381) | $ (20,590) |