Cover Page
Cover Page - shares | 3 Months Ended | |
Aug. 31, 2023 | Sep. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2023 | |
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 | |
Entity Address, Address Line Two | 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(b) Security | None | |
No Trading Symbol Flag | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 931,151,762 | |
Current Fiscal Year End Date | --05-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001175680 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Current assets: | ||
Cash | $ 2,034 | $ 2,541 |
Restricted cash | 6,538 | 6,507 |
Prepaid expenses | 2,858 | 1,167 |
Prepaid service fees | 538 | 590 |
Total current assets | 11,968 | 10,805 |
Other non-current assets | 443 | 487 |
Total assets | 12,411 | 11,292 |
Current liabilities: | ||
Accounts payable | 62,773 | 62,725 |
Accrued liabilities and compensation | 8,777 | 6,669 |
Accrued interest on convertible notes | 11,772 | 10,598 |
Accrued dividends on convertible preferred stock | 5,681 | 5,308 |
Convertible notes payable, net | 33,100 | 34,417 |
Derivative liability -- equity instruments | 4,375 | 79 |
Private placement of shares and warrants | 2,575 | |
Total current liabilities | 129,053 | 119,796 |
Long-term liabilities: | ||
Notes payable, net | 714 | |
Operating leases | 247 | 283 |
Total liabilities | 129,300 | 120,793 |
Commitments and Contingencies (Note 8) | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value; 1,350,000 shares authorized; 931,400 and 919,053 issued, and 930,957 and 918,610 outstanding at August 31, 2023 and May 31, 2023, respectively | 931 | 919 |
Treasury stock, $0.001 par value; 443 shares at August 31, 2023 and May 31, 2023 | ||
Additional paid-in capital | 735,441 | 731,270 |
Accumulated deficit | (853,261) | (841,690) |
Total stockholders' deficit | (116,889) | (109,501) |
Total liabilities and stockholders' deficit | 12,411 | 11,292 |
Series B Convertible Preferred Stock | ||
Stockholders' deficit: | ||
Preferred stock | ||
Series C Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | 2,660 | 2,500 |
Stockholders' deficit: | ||
Preferred stock | ||
Series D Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | 3,021 | 2,808 |
Stockholders' deficit: | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | May 31, 2024 | Aug. 31, 2023 | May 31, 2023 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 5,000 | 5,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,350,000 | 1,350,000 | |
Common stock, shares issued | 931,400 | 919,053 | |
Common stock, shares outstanding | 930,957 | 918,610 | |
Treasury stock, shares | 443 | 443 | |
Series B Convertible Preferred Stock | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 400 | 400 | |
Preferred stock, shares issued | 19 | 19 | |
Preferred stock, shares outstanding | 19 | 19 | |
Series C Convertible Preferred Stock | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 8 | 8 | |
Preferred stock, shares issued | 6 | 6 | |
Preferred stock, shares outstanding | 6 | 6 | |
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 | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Operating expenses: | ||
General and administrative | $ 2,688 | $ 6,333 |
Research and development | 1,914 | 576 |
Amortization and depreciation | 10 | 99 |
Inventory charge | 2,704 | |
Total operating expenses | 4,612 | 9,712 |
Operating loss | (4,612) | (9,712) |
Interest and other expenses: | ||
Interest on convertible notes | (1,197) | (1,146) |
Amortization of discount on convertible notes | (400) | (576) |
Amortization of debt issuance costs | (366) | (16) |
Loss on induced conversion | (2,004) | |
Finance charges | (912) | (940) |
Loss on note extinguishment | (2,084) | |
Gain (loss) on derivatives | 4 | (8,601) |
Total interest and other expenses | (6,959) | (11,279) |
Loss before income taxes | (11,571) | (20,991) |
Income tax benefit | 0 | 0 |
Net loss | $ (11,571) | $ (20,991) |
Weighted average common shares outstanding, Basic | 923,587 | 787,856 |
Weighted average common shares outstanding, Diluted | 923,587 | 787,856 |
Loss per share, Basic | $ (0.01) | $ (0.03) |
Loss per share, Diluted | $ (0.01) | $ (0.03) |
Consolidated Statements of Chan
Consolidated Statements of Changes Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Preferred Stock Series C Convertible Preferred Stock | Preferred Stock | Common Stock Series C Convertible Preferred Stock | Common Stock Private Equity Offering | Common Stock | Treasury Stock | Additional Paid-in Capital Series C Convertible Preferred Stock | Additional Paid-in Capital Private Equity Offering | Additional Paid-in Capital | Accumulated Deficit | Private Equity Offering | Total |
Beginning balance at May. 31, 2022 | $ 720 | $ 671,013 | $ (766,131) | $ (94,398) | ||||||||
Beginning balance (shares) at May. 31, 2022 | 35 | 720,028 | 443 | |||||||||
Stock issued for compensation | $ 1 | 344 | 345 | |||||||||
Stock issued for compensation (in shares) | 879 | |||||||||||
Stock issued for private offerings | $ 85 | $ 17,459 | $ 17,544 | |||||||||
Stock issued for private offerings (in shares) | 85,378 | |||||||||||
Issuance costs related to stock issued for private offerings | (6,289) | (6,289) | ||||||||||
Conversion of preferred stock to common stock | $ 1 | $ (1) | ||||||||||
Conversion of preferred stock to common stock (in shares) | (1) | 1,136 | ||||||||||
Warrant exercises | $ 1 | 263 | 264 | |||||||||
Warrant exercises (in shares) | 657 | |||||||||||
Deemed dividend paid in common stock due to down round provision, recorded in additional paid-in capital | $ 5 | (5) | ||||||||||
Deemed dividend paid in common stock due to down round provision recorded in additional paid-in capital (in shares) | 4,620 | |||||||||||
Dividends accrued on Series C and D convertible preferred stock | (384) | (384) | ||||||||||
Reclassification of warrants from liability to equity classified | 8,601 | 8,601 | ||||||||||
Stock-based compensation | 996 | 996 | ||||||||||
Reclassification of prior period preferred stock dividends | (4,265) | 4,265 | ||||||||||
Net loss | (20,991) | (20,991) | ||||||||||
Ending balance at Aug. 31, 2022 | $ 813 | 687,732 | (782,857) | (94,312) | ||||||||
Ending balance (shares) at Aug. 31, 2022 | 34 | 812,698 | 443 | |||||||||
Beginning balance at May. 31, 2023 | $ 919 | 731,270 | (841,690) | (109,501) | ||||||||
Beginning balance (shares) at May. 31, 2023 | 34 | 919,053 | 443 | |||||||||
Issuance of stock for convertible note repayment | $ 8 | 1,492 | 1,500 | |||||||||
Issuance of stock for convertible note repayment (in shares) | 8,661 | |||||||||||
Loss on induced conversion | 2,004 | 2,004 | ||||||||||
Warrants issued in note offering | 170 | 170 | ||||||||||
Stock issued for compensation | $ 1 | 154 | 155 | |||||||||
Stock issued for compensation (in shares) | 686 | |||||||||||
Warrant exercises | $ 3 | 297 | 300 | |||||||||
Warrant exercises (in shares) | 3,000 | |||||||||||
Dividends accrued on Series C and D convertible preferred stock | (373) | (373) | ||||||||||
Reclassification of warrants from liability to equity classified | 79 | 79 | ||||||||||
Stock-based compensation | 348 | 348 | ||||||||||
Net loss | (11,571) | (11,571) | ||||||||||
Ending balance at Aug. 31, 2023 | $ 931 | $ 735,441 | $ (853,261) | $ (116,889) | ||||||||
Ending balance (shares) at Aug. 31, 2023 | 34 | 931,400 | 443 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (11,571) | $ (20,991) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 10 | 99 |
Amortization of debt issuance costs | 366 | 16 |
Amortization of discount on convertible notes | 400 | 576 |
(Gain) loss on derivatives | (4) | 8,601 |
Loss on induced conversion | 2,004 | |
Loss on note extinguishment | 2,084 | |
Inventory charge | 2,704 | |
Stock-based compensation | 503 | 1,341 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other assets | (1,605) | (1,601) |
(Decrease) increase in accounts payable and accrued expenses | 3,318 | (1,819) |
Net cash used in operating activities | (4,495) | (11,074) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants, net of issuance costs | 2,575 | 11,255 |
Proceeds from warrant exercises | 300 | 264 |
Proceeds from convertible note and warrant issuances, net of issuance costs | 1,144 | |
Net cash provided by financing activities | 4,019 | 11,519 |
Net change in cash and restricted cash | (476) | 445 |
Cash and restricted cash at beginning of period | 9,048 | 4,231 |
Cash and restricted cash at end of period | 8,572 | 4,676 |
Cash and restricted cash consisted of the following: | ||
Cash | 2,034 | 4,676 |
Restricted cash | 6,538 | |
Total cash and restricted cash | 8,572 | 4,676 |
Supplemental disclosure: | ||
Cash paid for interest | 24 | |
Non-cash investing and financing transactions: | ||
Derivative liability associated with warrants | 83 | 8,601 |
Issuance of common stock for principal of convertible notes | 1,500 | |
Accrued dividends on Series C and D convertible preferred stock | 373 | 384 |
Warrants issued to placement agent | 413 | 4,491 |
Deemed dividend on common stock issued due to down round provision recorded in additional paid-in capital | $ 4,154 | |
Note conversion to common stock and warrants | $ 2,295 |
Organization
Organization | 3 Months Ended |
Aug. 31, 2023 | |
Organization | |
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, a novel humanized monoclonal antibody targeting the C-C chemokine receptor type 5 (“CCR5”). The Company has been investigating leronlimab as a viral entry inhibitor for treatment of human immunodeficiency virus (“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 Metabolic dysfunction-associated steatohepatitis (“MASH”), replacement for the term nonalcoholic steatohepatitis. Leronlimab is being studied in MASH, MASH-HIV, solid tumors in oncology, and other HIV indications where CCR5 is believed to play an integral role. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of presentation The unaudited interim consolidated financial statements include the accounts of CytoDyn Inc. and its wholly owned subsidiary, CytoDyn Operations Inc. The consolidated financial statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted in accordance with the rules and regulations of the SEC. The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended May 31, 2023 (the “2023 Form 10-K”) The results of operations for the periods presented are not necessarily indicative of results to be expected for the entire fiscal year or for any other future annual or interim period. Reclassifications Certain prior year and prior quarter amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications did not have a material effect on the Company’s previously reported financial position, results of operations, stockholders’ deficit, or net cash provided by operating activities. Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of approximately $11.6 million for the three months ended August 31, 2023, and has an accumulated deficit of approximately $853.3 million as of August 31, 2023. These factors, among several others, including the various legal matters discussed in Note 8, Commitments and Contingencies – Legal Proceedings The Company’s continuance as a going concern is dependent upon its ability to obtain additional operating capital, complete the 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 plans to continue to engage in 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, including seeking the lifting of the U.S Food and Drug Administration’s (the “FDA”) clinical hold with regard to the Company’s HIV program, performing additional clinical trials in various indications, and seeking regulatory approval for its product candidate for commercialization. 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 primarily from the sale of equity and debt securities, combined with additional funding from other 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 accounting principles 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 each period and updated to reflect current information, such as the status of our analysis of the results of our clinical trials and/or 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, charges for excess and obsolete inventories, research and development expenses, commitments and contingencies, stock-based compensation, and the assumptions used to value warrants and warrant modifications. Actual results could differ from these estimates. Restricted cash As of August 31, 2023, the Company had recorded approximately $6.5 million of restricted cash. The restricted cash is related to cash held as collateral in connection with a surety bond that was posted as required in the Amarex litigation and will remain as restricted cash until the litigation is resolved. Recent Accounting Pronouncements In July 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") , “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718) : A mendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock” (“ASU ”). This ASU amends various paragraphs in the accounting codification pursuant to the issuance of Commission Staff Bulletin ("SAB") number 120. ASU does not provide any new guidance and is immediately effective. ASU did not have a material impact on the consolidated financial statements. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities and Compensation | 3 Months Ended |
Aug. 31, 2023 | |
Accounts Payable and Accrued Liabilities and Compensation | |
Accounts Payable and Accrued Liabilities and Compensation | Note 3. Accounts Payable and Accrued Liabilities and Compensation As of August 31, 2023 and May 31, 2023, the accounts payable balance was approximately $62.8 million and $62.7 million, respectively, with two vendors accounting for 72% and 72% of the total balance of accounts payable at the respective dates. The components of accrued liabilities and compensation are as follows (in thousands): August 31, 2023 May 31, 2023 Compensation and related expense $ 349 $ 335 Legal fees and settlement 239 168 Clinical expense 1,084 187 Accrued inventory charges and expenses 5,866 4,978 License fees 1,096 862 Lease payable 140 139 Other liabilities 3 — Total accrued liabilities $ 8,777 $ 6,669 |
Convertible Instruments and Acc
Convertible Instruments and Accrued Interest | 3 Months Ended |
Aug. 31, 2023 | |
Convertible Instruments and Accrued Interest | |
Convertible Instruments and Accrued Interest | Note 4. Convertible Instruments and Accrued Interest Convertible preferred stock The following table presents the number of potentially issuable shares of common stock should shares of preferred stock and amounts of undeclared and accrued preferred dividends be converted to common stock. August 31, 2023 May 31, 2023 (in thousands except conversion rate) Series B Series C Series D Series B Series C Series D Shares of preferred stock outstanding 19 6 9 19 6 9 Common stock conversion rate 10:1 2,000:1 1,250:1 10:1 2,000:1 1,250:1 Total shares of common stock if converted 190 12,670 10,565 190 12,670 10,565 Undeclared dividends $ 16 $ - $ - $ 15 $ - $ - Accrued dividends $ - $ 2,660 $ 3,021 $ - $ 2,500 $ 2,808 Total shares of common stock if dividends converted 32 5,320 6,042 30 5,000 5,616 Under the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), dividends on its outstanding shares of Series B Convertible Preferred Stock (the “Series B preferred stock”) may be paid in cash or shares of the Company’s common stock at the option of the Company. Dividends on outstanding shares of Series C Convertible Preferred Stock (the “Series C preferred stock”) and Series D Convertible Preferred Stock (the “Series D preferred stock”) are payable in cash or shares of common stock at the election of the holder. The preferred stockholders have the right to dividends only when and if declared by the Company’s Board of Directors. 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. Series B preferred stock provides for a liquidation preference over the common shares of $5.00 per share, plus any accrued and unpaid dividends. In the event of liquidation, holders of Series C and Series D preferred stock will be entitled to receive, on a pari passu basis, and in preference of any payment or distribution to holders of the Series B preferred stock and common stock, an amount per share equal to $1,000 per share plus any accrued and unpaid dividends. Convertible notes and accrued interest Key terms of the outstanding convertible notes are as follows: August 31, 2023 April 2, 2021 Note April 23, 2021 Note Interest rate per annum 10 % 10 % Conversion price per share upon five $ 10.00 $ 10.00 Party that controls the conversion rights Investor Investor Maturity date April 5, 2025 April 23, 2025 Security interest All Company assets excluding intellectual property In addition to standard anti-dilution adjustments, the conversion price of the April 2, 2021 Note and April 23, 2021 Note is subject to full-ratchet anti-dilution protection, pursuant to which the conversion price will be automatically reduced to equal the effective price per share in any new offering by the Company of equity securities that have registration rights, are registered, or become registered under the Securities Act of 1933, as amended (the “Securities Act”). The April 2, 2021 Note and April 23, 2021 Note provide for liquidated damages upon failure to deliver common stock within specified timeframes and require the Company to maintain a share reservation of 6.0 million shares of common stock for each Note. August 31, 2023 May 31, 2023 (in thousands) April 2, 2021 Note April 23, 2021 Note Total April 2, 2021 Note April 23, 2021 Note Placement Agent Notes Total Convertible notes payable outstanding principal $ 4,581 $ 29,369 $ 33,950 $ 6,081 $ 29,369 $ 1,000 $ 36,450 Less: Unamortized debt discount and issuance costs (137) (713) (850) (211) (822) (286) (1,319) Convertible notes payable, net 4,444 28,656 33,100 5,870 28,547 714 35,131 Accrued interest on convertible notes 4,048 7,724 11,772 3,804 6,789 5 10,598 Outstanding convertible notes payable, net and accrued interest $ 8,492 $ 36,380 $ 44,872 $ 9,674 $ 35,336 $ 719 $ 45,729 Reconciliation of changes to the outstanding balance of convertible notes, including accrued interest, were as follows: (in thousands) April 2, 2021 Note April 23, 2021 Note Placement Agent Notes Total Outstanding balance at May 31, 2023 $ 9,674 $ 35,336 $ 719 $ 45,729 Consideration received - - 975 975 Amortization of issuance discount and costs 74 109 583 766 Interest expense 244 935 18 1,197 Fair market value of shares and warrants exchanged for repayment (2,004) - (4,379) (6,383) Difference between market value of 504 - 2,084 2,588 Outstanding balance at August 31, 2023 $ 8,492 $ 36,380 $ - $ 44,872 During the three months ended August 31, 2023, in satisfaction of redemptions, the Company and the April 2, 2021 Noteholder entered into three exchange agreements, pursuant to which the April 2, 2021 Note was partitioned into new notes (the “Partitioned Notes”) with an aggregate principal amount of $1.5 million, which was exchanged concurrently with the issuance of approximately 8.7 million shares of common stock. The outstanding balance of the April 2, 2021 Note was reduced by the Partitioned Notes to a principal amount of $4.6 million. The Company accounted for the Partitioned Notes and exchange settlement as an induced conversion, and, accordingly, recorded a non-cash loss on convertible debt induced conversion of $2.0 million for the three months ended August 31, 2023. As of September 30, 2023, the holders of the April 2 and April 23 Notes waived all provisions in the notes that, based on the occurrence of various events through that date, could have triggered the imposition of a default interest rate, a downward adjustment of the conversion price, or specified other provisions relating to default, breach or imposition of a penalty. Accordingly, the Company was not in default under the notes on September 30, 2023. Placement Agent Notes During the period April through June 2023, the Company entered into securities purchase agreements pursuant to which the Company issued secured promissory notes bearing interest at a rate of 6% and with an 18-month term to accredited investors through a placement agent (“Placement Agent Notes”) for a total principal amount of $2.3 million. Of these, the Company issued notes in the aggregate principal amount of $1.3 million in June 2023. The Placement Agent Notes were secured by the net cash recovery, if any, by the Company in its dispute with Amarex and provided the investors with a right to convert the unpaid principal and accrued but unpaid interest into shares of common stock upon the occurrence of an event of default. The Placement Agent Notes had maturity dates in the fiscal year ending May 31, 2025. The Company also issued warrants to purchase 1.3 million shares of common stock with a three-year term and an exercise price of $0.50 per share as part of the sale in June. The net proceeds in June 2023 from the sale of the Placement Agent Notes of $1.1 million reflect issuance costs of approximately $0.2 million. The Company also issued warrants to purchase 0.4 million shares of common stock to the placement agent with a ten-year term and an exercise price of $0.26 per share, which the Company accounted for as additional issuance costs. The Company allocated the proceeds between the liability-classified Placement Agent Notes and the equity-classified warrants based on their relative fair values. During June 2023, an amendment was entered into with the investors of the Placement Agent Notes, which stated that the principal amount and accrued but unpaid interest on the notes would be converted into shares of common stock and warrants as of the first closing of a subsequent private placement of common stock and warrants through a placement agent. The deemed purchase price of a unit of one share plus one warrant is equal to 90% of the lower intraday volume weighted average price on the date of the first closing and last closing of the offering, while the exercise price of the warrants was set at $0.306 per share, compared to $0.50 per share in the offering. In July 2023, the first close of the subsequent private placement of common stock and warrants through a placement agent occurred. Therefore, the Placement Agent Notes were converted to units that will match the unit pricing in the offering as described in Note 5, Equity Awards and Warrants – Private placement of common stock and warrants through placement agent Equity Awards and Warrants – Liability-classified equity instruments Please refer to Note 6, Convertible Instruments and Accrued Interest |
Equity Awards and Warrants
Equity Awards and Warrants | 3 Months Ended |
Aug. 31, 2023 | |
Equity Awards and Warrants | |
Equity Awards and Warrants | Note 5. Equity Awards and Warrants Liability-classified equity instruments During April and May 2023, the Company sold Placement Agent Notes through a placement agent. See Note 4, Convertible Instruments and Accrued Interest – Placement Agent Notes . The Company agreed to issue warrants to the placement agent as part of the issuance costs with an exercise price that was not determined until the final closing date. As the exercise price of the warrants was to be fixed based on the final terms of the offering, the Company accounted for the warrants as a liability classified warrant beginning on the initial closing date until the final closing date. The value of the warrants at May 31, 2023, was recorded as a derivative liability on the balance sheet, and the change in the fair value of the warrants is recorded as a gain or loss on derivatives. On June 23, 2023, the final closing of the Placement Agent Notes occurred, and the fair value of the warrants became equity classified. On July 31, 2023, the Placement Agent Notes were converted into units that had similar terms to the units sold in the private placement of shares and warrants through a placement agent. As the unit price is not determined until the final close date of the offering, the units related to the conversion of the Placement Agent Notes are held as a liability and at fair value until the unit price is ultimately determined. In accordance with the prescribed accounting guidance, the Company measured fair value of liability classified equity instruments using fair value hierarchy which include: Level 1. 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 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 the Company was unable to corroborate with observable market data. The table below presents a reconciliation of the beginning and ending balances for liabilities measured at fair value as of May 31, 2023, and August 31, 2023: (in thousands) Derivative liability Balance at May 31, 2023 $ 79 Value upon notes converted to units in the private offering 4,379 Warrants classified as equity during quarter (79) Gain on derivative due to change in fair market value (4) Balance at August 31, 2023 $ 4,375 The Company used a Black-Scholes valuation model to estimate the value of the liability classified warrants using assumptions presented in the table below. The Black-Scholes valuation model was used because management believes it reflects all the assumptions that market participants would likely consider in negotiating the transfer of the warrant. The Company’s derivative liability is classified within Level 3. Placement Note conversion Placement Agent Note conversion Agent warrants warrants on warrants at warrants at at May 31, 2023 conversion date equity classification August 31, 2023 Fair value of underlying stock $ 0.26 $ 0.21 $ 0.27 $ 0.21 Risk free rate 3.64% 4.18% 3.74% 4.23% Expected term (in years) 10.00 5.00 10.00 5.00 Stock price volatility 97.90% 124.55% 97.45% 124.06% Expected dividend yield 0.00% 0.00% 0.00% 0.00% Equity Incentive Plan (“EIP”) As of August 31, 2023, the Company had one active stock-based equity plan, the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan The Company recognizes the compensation cost of employee and director services received in exchange for equity awards based on the grant date estimated fair value of the awards. The Company estimates the fair value of RSUs and PSUs using the value of the Company’s stock on the date of grant. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award and, as forfeitures occur, the associated compensation cost recognized to date is reversed. For awards with performance-based payout conditions, the Company recognizes compensation cost based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of change. Any recognized compensation cost is reversed if the conditions ultimately are not met. Stock-based compensation for the three months ended August 31, 2023 and 2022 was $0.5 million and $1.3 million, respectively. Stock-based compensation is recorded in general and administrative costs. Stock options Stock option activity is presented in the table below: Weighted average Weighted remaining Aggregate Number of average contractual intrinsic (in thousands, except per share data and years) shares exercise price life in years value Options outstanding at May 31, 2023 19,823 $ 0.99 7.87 $ — Granted 500 $ 0.26 Exercised — $ - Forfeited, expired, and cancelled (605) $ 1.39 Options outstanding at August 31, 2023 19,718 $ 0.96 7.70 $ — Options outstanding and exercisable at August 31, 2023 13,239 $ 1.16 7.03 $ — During the three months ended August 31, 2023 and 2022, stock options for approximately 0.5 million shares and 0.2 million shares, respectively, were granted. The current year options vest when performance conditions are completed. Prior year options granted vest over four years. The Company records compensation expense based on the Black-Scholes fair value per share of the awards on the grant date. The weighted average fair value per share was $0.23 and $0.47 for the three months ended August 31, 2023 and 2022, respectively. RSUs and PSUs The Company’s stock incentive plan provides for equity instruments, such as RSUs and PSUs, which grant the right to receive a specified number of shares over a specified period of time. RSUs and PSUs are service-based awards that vest according to the terms of the grant. PSUs have performance-based payout conditions . The following table summarizes the Company’s RSU and PSU activity: Number of Weighted-average remaining contractual (shares in thousands) RSUs and PSUs (1) grant date fair value life in years Unvested RSUs and PSUs at May 31, 2023 1,293 $ 0.58 0.81 RSUs and PSUs granted — — RSUs and PSUSs forfeited (1,293) 0.58 RSUs and PSUs vested — — Unvested RSUs and PSUs at August 31, 2023 — $ — — (1) The number of PSUs disclosed in this table are at the target level of 100%. Issuance of shares to consultants In March 2022, the Board approved the issuance under the 2012 Plan of shares of common stock to consultants as payment for services provided. During the three months ended August 31, 2023 and 2022, a total of 533,124 and 324,600 shares of common stock, respectively, were issued pursuant to the respective award agreements with the consultants. Private placement of common stock and warrants through placement agent In July 2023, the Company commenced a private placement of units consisting of common stock and warrants to accredited investors through a placement agent. Each unit sold included a fixed combination of one share of common stock and one warrant to purchase one share of common stock. The purchase price per unit will be equal to 90% of the lower of (i) intraday volume weighted average price (“VWAP”) of the common stock as of the first closing on July 31, 2023 and (ii) the intraday VWAP on the date of the final closing, which has not yet occurred. During July and August 2023, the Company sold a total of approximately 14.7 million units for a total of approximately $2.6 million of proceeds, net of issuance costs, based on a price of $0.20 per unit. The Company classified the securities issued in the private placement as a liability until the final close when it will be reclassified as equity. As part of the offering, the Company issued approximately 14.7 million warrants to investors, with each such warrant having a five-year term and an exercise price of $0.50 per share. The warrants were immediately exercisable. In connection with the above, the Company paid the placement agent a total cash fee of approximately $0.4 million, equal to 12% of the gross proceeds of the offering, as well as a one-time fee for expenses of $5,000, and issued to the placement agent and its designees, a total of approximately 2.2 million warrants with an exercise price of $0.20 per share and a ten-year term, representing 15% of the total number of shares of common stock sold in the offering. The Company received an additional $0.4 million of proceeds net of issuance costs in September 2023. See Note 9, Subsequent events Based on contractual payment terms, the private placement transactions above are considered convertible debt instruments prior to final settlement, and the issuance costs associated with such issuances are capitalized and subsequently recognized through the statement of operations as interest expense on the final closing date. In addition, approximately $2.3 million principal and interest of the Placement Agent Notes were converted into approximately 11.5 million units with the same terms as discussed above except for a warrant exercise price of $0.306. See Note 4, Convertible Instruments and Accrued Interest – Placement Agent Notes Liability-classified equity instruments Warrants Warrant activity is presented in the table below: Weighted average Weighted remaining Aggregate Number of average contractual intrinsic (in thousands, except for share data and years) shares exercise price life in years value Warrants outstanding at May 31, 2023 259,910 $ 0.37 4.57 $ 7,276 Granted 3,009 $ 0.44 Exercised (3,000) $ 0.10 Forfeited, expired, and cancelled (3,133) $ 0.75 Warrants outstanding at August 31, 2023 256,786 $ 0.37 4.38 $ 2,860 Warrants outstanding and exercisable at August 31, 2023 256,786 $ 0.37 4.38 $ 2,860 Warrant exercises During the three months ended August 31, 2023, the Company issued approximately 3.0 million shares of common stock in connection with the exercise of an equal number of warrants. The stated exercise price was $0.10 per share, which resulted in aggregate gross proceeds of approximately $0.3 million. |
Loss per Common Share
Loss per Common Share | 3 Months Ended |
Aug. 31, 2023 | |
Loss per Common Share | |
Loss per Common Share | Note 6. 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 includes 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 loss per share. The reconciliation of the numerators and denominators of the basic and diluted net loss per share computations are as follows: Three months ended August 31, (in thousands, except per share amounts) 2023 2022 Net loss $ (11,571) $ (20,991) Less: Deemed dividends — (4,154) Less: Accrued preferred stock dividends (373) (385) Net loss applicable to common stockholders $ (11,944) $ (25,530) Basic and diluted: Weighted average common shares outstanding 923,587 787,856 Loss per share $ (0.01) $ (0.03) The table below shows the approximate number of shares of common stock issuable upon the exercise, vesting, or conversion of outstanding options, warrants, unvested RSUs and PSUs, convertible notes, and convertible preferred stock (including undeclared dividends) that were not included in the computation of basic and diluted weighted average number of shares of common stock outstanding for the periods presented: Three months ended August 31, (in thousands) 2023 2022 Stock options, warrants, and unvested restricted stock units 276,503 193,609 Convertible notes 12,000 12,000 Convertible preferred stock 34,818 32,170 Reserved for issuance of common stock through a placement agent 14,663 — Reserved for issuance of common stock related to note conversion 11,474 — |
Income Taxes
Income Taxes | 3 Months Ended |
Aug. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 7. Income Taxes The Company calculates its quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to its year-to-date income, except for discrete items. Income taxes for discrete items are computed and recorded in the period that the specific transaction occurs. The Company’s net tax expense for the three months ended August 31, 2023 and 2022 was zero. The Company does not consider it more likely than not that the benefits from the net deferred tax assets will be realized; therefore, the Company maintains a full valuation allowance as of August 31, 2023 and May 31, 2023, thus creating a difference between the effective tax rate of 0% and the statutory rate of 21%. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 8. 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, pre-approval inspection, and supply services for the commercial supply of leronlimab bulk drug substance 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 drug product. 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 forecast of future estimated manufacturing requirements to Samsung that are binding. On January 6, 2022, Samsung provided written notice to the Company alleging that the Company had materially 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. Under the agreements, Samsung may be entitled to terminate its services if the parties cannot agree on the past-due balance. Management continues to be 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, proposals by the Company of satisfaction of a portion of the Company’s payment obligations in equity securities, through future financing, and/or potential licensing opportunities of the Company, proposals to postpone the manufacturing of unfulfilled commitments until a future regulatory approval, and proposals offsetting the unfulfilled commitments with other future potential R&D drug development needs related to the longer-acting therapeutic the Company is currently studying. Samsung paused manufacturing for all unfulfilled commitments not needed by the Company starting in January 2022. Accordingly, the Company has not recorded any accruals associated with the unfulfilled commitments as of August 31, 2023. In the event negotiations are unsuccessful, the Company may have to accrue a liability related to the unfulfilled commitments. As of August 31, 2023, the Company had past due balances of approximately $33.3 million due to Samsung, which were included in accounts payable. As of August 31, 2023, the future commitments pursuant to these agreements were estimated as follows (in thousands): Fiscal Year Amount 2024 (9 months remaining) $ 156,388 2025 76,400 2026 and thereafter — Total $ 232,788 Operating lease commitments We lease our principal office location in Vancouver, Washington (the “Vancouver Lease”). The Vancouver Lease expires on April 30, 2026. Consistent with the guidance in ASC 842, Leases, we have recorded this lease in our consolidated balance sheet as an operating lease. For the purpose of determining the right of use asset and associated lease liability, we determined that the renewal of the Vancouver lease was not reasonably probable. The lease does not include any restrictions or covenants requiring special treatment under ASC 842, Leases. Operating lease costs for the three months ended August 31, 2023 and 2022 were $42.6 thousand and $46.0 thousand, respectively. Operating lease right-of-use assets are included in other non-current assets and the current portion of operating lease liabilities are included in accrued liabilities and compensation on the consolidated balance sheets. The long-term operating lease liabilities are presented separately as operating lease on the consolidated balance sheets. The following table summarizes the operating lease balances. (in thousands) August 31, 2023 May 31, 2023 Assets Right-of-use asset $ 366 $ 400 Liabilities Current operating lease liability $ 140 $ 139 Non-current operating lease liability 247 283 Total operating lease liability $ 387 $ 422 The minimum (base rental) lease payments are expected to be as follows as of August 31, 2023 (in thousands): Fiscal Year Amount 2024 (9 months remaining) $ 137 2025 185 2026 169 Thereafter — Total operating lease payments 491 Less: imputed interest (104) Present value of operating lease liabilities $ 387 Supplemental information related to operating leases was as follows: August 31, 2023 Weighted average remaining lease term 2.6 years Weighted average discount rate 10.0 % Distribution and licensing commitments Refer to Note 10, Commitments and Contingencies Legal proceedings As of August 31, 2023, the Company did not record any accruals related to the outcomes of the legal matters described below. It may not be possible to determine the outcome of these proceedings, 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. Therefore, it is possible that the ultimate outcome of any proceeding, if in excess of a recognized accrual, if any, could be material to the Company’s consolidated financial statements. 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 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 defendants 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 Biologic License Application (“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. All defendants have filed motions to dismiss the second amended complaint in whole or in part. 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 former officers and directors, 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 former Company executives and directors have received subpoenas concerning similar issues and have been interviewed by the DOJ and SEC, including the Company’s former CEO, Nader Z. Pourhassan. On January 24, 2022, Mr. Pourhassan was terminated and removed from the Board of Directors and has had no role at the Company since. On December 20, 2022, the DOJ announced the unsealing of a criminal indictment charging both Mr. Pourhassan, and Kazem Kazempour, CEO of Amarex, a subsidiary of NSF International, Inc., and which had formerly served as the Company’s contract research organization (“CRO”). Mr. Pourhassan was charged with one count of conspiracy, four counts of securities fraud, three counts of wire fraud, and three counts of insider trading. Mr. Kazempour was charged with one count of conspiracy, three counts of securities fraud, two counts of wire fraud, and one count of making a false statement. That same day, the SEC announced charges against both Mr. Pourhassan and Mr. Kazempour for alleged violations of federal securities laws. The Company is committed to cooperating fully with the DOJ and SEC investigations, which are ongoing, and which the Company’s counsel frequently engages with them on. Further, the Company has made voluminous productions of information and made witnesses available for voluntary interviews. The Company will continue to comply with the requests of the SEC and DOJ. The Company cannot predict the ultimate outcome of the DOJ and SEC investigations or the case against Mr. Pourhassan, nor can it predict whether any other governmental authorities will initiate separate investigations or litigation. The investigations and any related legal and administrative proceedings could include a wide variety of outcomes, including the institution of administrative, civil injunctive, or criminal proceedings involving the Company and/or former executives and/or former directors in addition to Mr. Pourhassan, the imposition of fines and other penalties, remedies and/or sanctions, modifications to business practices and compliance programs, and/or referral to other governmental agencies for other appropriate actions. It is not possible to accurately predict at this time when matters relating to the investigations will be completed, the final outcome of the investigations, what additional actions, if any, may be taken by the DOJ or SEC or by other governmental agencies, or the effect that such actions may have on our business, prospects, operating results, and financial condition, which could be material. The DOJ and SEC investigations, including any matters identified in the investigations and indictments, could also result in (1) third-party claims against the Company, which may include the assertion of claims for monetary damages, including but not limited to interest, fees, and expenses, (2) damage to the Company's business or reputation, (3) loss of, or adverse effect on, cash flow, assets, results of operations, business, prospects, profits, or business value, including the possibility of certain of the Company's existing contracts being cancelled, (4) adverse consequences on the Company's ability to obtain or continue financing for current or future projects, and/or (5) claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders, or constituents of the Company or its subsidiaries, any of which could have a material adverse effect on the Company's business, prospects, operating results, and financial condition. Further, to the extent that these investigations and any resulting third-party claims yield adverse results over time, such results could jeopardize the Company's operations, exhaust its cash reserves, and could cause stockholders to lose their entire investment . 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, 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. In response, Amarex filed a counterclaim alleging that CytoDyn has failed to pay certain invoices due under the contract between the parties. On July 10, 2023, the Company filed a Statement of Particulars and requested a final hearing date be set in the proceeding against Amarex. The Statement of Particulars 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 Statement of Particulars 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, among other damages. As the formal arbitration process is still at 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. Following a formal scheduling request by the Company, the final arbitration hearing was recently ordered to commence on August 19, 2024, and the parties are now in the discovery phase of the litigation. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Aug. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 9. Subsequent Events Private placement of common stock and warrants through placement agent During September 2023, approximately 2.5 million additional units were sold in the private placement conducted by the Company through a placement agent, for gross proceeds of approximately $0.5 million and net proceeds of approximately $0.4 million based on a price of $0.20 per unit. Each unit comprised a fixed combination of one share of common stock and one warrant to purchase one share of common stock. The purchase price per unit will be equal to 90% of the lower of (i) the VWAP of the common stock as of the first closing on July 31, 2023, and (ii) the intraday VWAP on the date of the final closing which has not yet occurred. The warrants issued to investors in the private placement, which covered a total of approximately 2.5 million shares, have a five-year term and an exercise price of $0.50 per share, and are immediately exercisable. Refer to Note 5, Equity Awards and Warrants – Private Placement of Common Stock and Warrants through Placement Agent Induced note conversions During October 2023, in satisfaction of redemptions, the Company and the April 2, 2021 Noteholder entered into an exchange agreement, pursuant to which a portion of the April 2, 2021 Note was partitioned into a new note with an aggregate principal amount of $0.5 million, which were exchanged concurrently with the issuance of approximately 3.5 million shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The unaudited interim consolidated financial statements include the accounts of CytoDyn Inc. and its wholly owned subsidiary, CytoDyn Operations Inc. The consolidated financial statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted in accordance with the rules and regulations of the SEC. The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended May 31, 2023 (the “2023 Form 10-K”) The results of operations for the periods presented are not necessarily indicative of results to be expected for the entire fiscal year or for any other future annual or interim period. |
Reclassifications | Reclassifications Certain prior year and prior quarter amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications did not have a material effect on the Company’s previously reported financial position, results of operations, stockholders’ deficit, or net cash provided by operating activities. |
Going concern | Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of approximately $11.6 million for the three months ended August 31, 2023, and has an accumulated deficit of approximately $853.3 million as of August 31, 2023. These factors, among several others, including the various legal matters discussed in Note 8, Commitments and Contingencies – Legal Proceedings The Company’s continuance as a going concern is dependent upon its ability to obtain additional operating capital, complete the 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 plans to continue to engage in 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, including seeking the lifting of the U.S Food and Drug Administration’s (the “FDA”) clinical hold with regard to the Company’s HIV program, performing additional clinical trials in various indications, and seeking regulatory approval for its product candidate for commercialization. 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 primarily from the sale of equity and debt securities, combined with additional funding from other 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 accounting principles 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 each period and updated to reflect current information, such as the status of our analysis of the results of our clinical trials and/or 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, charges for excess and obsolete inventories, research and development expenses, commitments and contingencies, stock-based compensation, and the assumptions used to value warrants and warrant modifications. Actual results could differ from these estimates. |
Restricted cash | Restricted cash As of August 31, 2023, the Company had recorded approximately $6.5 million of restricted cash. The restricted cash is related to cash held as collateral in connection with a surety bond that was posted as required in the Amarex litigation and will remain as restricted cash until the litigation is resolved. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") , “Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718) : A mendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock” (“ASU ”). This ASU amends various paragraphs in the accounting codification pursuant to the issuance of Commission Staff Bulletin ("SAB") number 120. ASU does not provide any new guidance and is immediately effective. ASU did not have a material impact on the consolidated financial statements. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities and Compensation (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Accounts Payable and Accrued Liabilities and Compensation | |
Schedule of components of accrued liabilities and compensation | The components of accrued liabilities and compensation are as follows (in thousands): August 31, 2023 May 31, 2023 Compensation and related expense $ 349 $ 335 Legal fees and settlement 239 168 Clinical expense 1,084 187 Accrued inventory charges and expenses 5,866 4,978 License fees 1,096 862 Lease payable 140 139 Other liabilities 3 — Total accrued liabilities $ 8,777 $ 6,669 |
Convertible Instruments and A_2
Convertible Instruments and Accrued Interest (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Convertible Instruments and Accrued Interest | |
Schedule of information on dividends of convertible preferred stock | August 31, 2023 May 31, 2023 (in thousands except conversion rate) Series B Series C Series D Series B Series C Series D Shares of preferred stock outstanding 19 6 9 19 6 9 Common stock conversion rate 10:1 2,000:1 1,250:1 10:1 2,000:1 1,250:1 Total shares of common stock if converted 190 12,670 10,565 190 12,670 10,565 Undeclared dividends $ 16 $ - $ - $ 15 $ - $ - Accrued dividends $ - $ 2,660 $ 3,021 $ - $ 2,500 $ 2,808 Total shares of common stock if dividends converted 32 5,320 6,042 30 5,000 5,616 |
Summary Of outstanding convertible notes | August 31, 2023 April 2, 2021 Note April 23, 2021 Note Interest rate per annum 10 % 10 % Conversion price per share upon five $ 10.00 $ 10.00 Party that controls the conversion rights Investor Investor Maturity date April 5, 2025 April 23, 2025 Security interest All Company assets excluding intellectual property |
Schedule of outstanding balances of convertible notes | August 31, 2023 May 31, 2023 (in thousands) April 2, 2021 Note April 23, 2021 Note Total April 2, 2021 Note April 23, 2021 Note Placement Agent Notes Total Convertible notes payable outstanding principal $ 4,581 $ 29,369 $ 33,950 $ 6,081 $ 29,369 $ 1,000 $ 36,450 Less: Unamortized debt discount and issuance costs (137) (713) (850) (211) (822) (286) (1,319) Convertible notes payable, net 4,444 28,656 33,100 5,870 28,547 714 35,131 Accrued interest on convertible notes 4,048 7,724 11,772 3,804 6,789 5 10,598 Outstanding convertible notes payable, net and accrued interest $ 8,492 $ 36,380 $ 44,872 $ 9,674 $ 35,336 $ 719 $ 45,729 |
Schedule of reconciliation of changes to outstanding balance of convertible notes | (in thousands) April 2, 2021 Note April 23, 2021 Note Placement Agent Notes Total Outstanding balance at May 31, 2023 $ 9,674 $ 35,336 $ 719 $ 45,729 Consideration received - - 975 975 Amortization of issuance discount and costs 74 109 583 766 Interest expense 244 935 18 1,197 Fair market value of shares and warrants exchanged for repayment (2,004) - (4,379) (6,383) Difference between market value of 504 - 2,084 2,588 Outstanding balance at August 31, 2023 $ 8,492 $ 36,380 $ - $ 44,872 |
Equity Awards and Warrants (Tab
Equity Awards and Warrants (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Equity Awards and Warrants | |
Schedule of warrant liability and equity | (in thousands) Derivative liability Balance at May 31, 2023 $ 79 Value upon notes converted to units in the private offering 4,379 Warrants classified as equity during quarter (79) Gain on derivative due to change in fair market value (4) Balance at August 31, 2023 $ 4,375 |
Schedule of stock option activity | Weighted average Weighted remaining Aggregate Number of average contractual intrinsic (in thousands, except per share data and years) shares exercise price life in years value Options outstanding at May 31, 2023 19,823 $ 0.99 7.87 $ — Granted 500 $ 0.26 Exercised — $ - Forfeited, expired, and cancelled (605) $ 1.39 Options outstanding at August 31, 2023 19,718 $ 0.96 7.70 $ — Options outstanding and exercisable at August 31, 2023 13,239 $ 1.16 7.03 $ — |
Schedule of assumptions used in determination of fair value | Placement Note conversion Placement Agent Note conversion Agent warrants warrants on warrants at warrants at at May 31, 2023 conversion date equity classification August 31, 2023 Fair value of underlying stock $ 0.26 $ 0.21 $ 0.27 $ 0.21 Risk free rate 3.64% 4.18% 3.74% 4.23% Expected term (in years) 10.00 5.00 10.00 5.00 Stock price volatility 97.90% 124.55% 97.45% 124.06% Expected dividend yield 0.00% 0.00% 0.00% 0.00% |
Schedule of Company RSU and PSU activity | Number of Weighted-average remaining contractual (shares in thousands) RSUs and PSUs (1) grant date fair value life in years Unvested RSUs and PSUs at May 31, 2023 1,293 $ 0.58 0.81 RSUs and PSUs granted — — RSUs and PSUSs forfeited (1,293) 0.58 RSUs and PSUs vested — — Unvested RSUs and PSUs at August 31, 2023 — $ — — (1) The number of PSUs disclosed in this table are at the target level of 100%. |
Schedule of Warrant activity | Weighted average Weighted remaining Aggregate Number of average contractual intrinsic (in thousands, except for share data and years) shares exercise price life in years value Warrants outstanding at May 31, 2023 259,910 $ 0.37 4.57 $ 7,276 Granted 3,009 $ 0.44 Exercised (3,000) $ 0.10 Forfeited, expired, and cancelled (3,133) $ 0.75 Warrants outstanding at August 31, 2023 256,786 $ 0.37 4.38 $ 2,860 Warrants outstanding and exercisable at August 31, 2023 256,786 $ 0.37 4.38 $ 2,860 |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Loss per Common Share | |
Schedule of reconciliation of the numerators and denominators of basic and diluted net loss per share | Three months ended August 31, (in thousands, except per share amounts) 2023 2022 Net loss $ (11,571) $ (20,991) Less: Deemed dividends — (4,154) Less: Accrued preferred stock dividends (373) (385) Net loss applicable to common stockholders $ (11,944) $ (25,530) Basic and diluted: Weighted average common shares outstanding 923,587 787,856 Loss per share $ (0.01) $ (0.03) |
Schedule of securities excluded from computation of earnings per share | Three months ended August 31, (in thousands) 2023 2022 Stock options, warrants, and unvested restricted stock units 276,503 193,609 Convertible notes 12,000 12,000 Convertible preferred stock 34,818 32,170 Reserved for issuance of common stock through a placement agent 14,663 — Reserved for issuance of common stock related to note conversion 11,474 — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Aug. 31, 2023 | |
Commitments and Contingencies. | |
Schedule of future commitments | As of August 31, 2023, the future commitments pursuant to these agreements were estimated as follows (in thousands): Fiscal Year Amount 2024 (9 months remaining) $ 156,388 2025 76,400 2026 and thereafter — Total $ 232,788 |
Schedule of operating lease balances | (in thousands) August 31, 2023 May 31, 2023 Assets Right-of-use asset $ 366 $ 400 Liabilities Current operating lease liability $ 140 $ 139 Non-current operating lease liability 247 283 Total operating lease liability $ 387 $ 422 |
Schedule of the minimum (base rental) lease payments | The minimum (base rental) lease payments are expected to be as follows as of August 31, 2023 (in thousands): Fiscal Year Amount 2024 (9 months remaining) $ 137 2025 185 2026 169 Thereafter — Total operating lease payments 491 Less: imputed interest (104) Present value of operating lease liabilities $ 387 |
Schedule of supplemental information relating to operating leases | August 31, 2023 Weighted average remaining lease term 2.6 years Weighted average discount rate 10.0 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Summary of Significant Accounting Policies | |||
Net loss | $ (11,571) | $ (20,991) | |
Accumulated deficit | (853,261) | $ (841,690) | |
Restricted cash | $ 6,538 | $ 6,507 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities and Compensation (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2023 USD ($) item | May 31, 2023 USD ($) item | |
Accounts Payable and Accrued Liabilities and Compensation | ||
Accounts payable | $ 62,773 | $ 62,725 |
Number of vendors | item | 2 | 2 |
Compensation and related expense | $ 349 | $ 335 |
Legal fees and settlement | 239 | 168 |
Clinical expense | 1,084 | 187 |
Accrued inventory charges and expenses | 5,866 | 4,978 |
License fees | 1,096 | 862 |
Lease payable | 140 | 139 |
Other liabilities | 3 | |
Total accrued liabilities | $ 8,777 | $ 6,669 |
Accounts Payable | Credit Availability Concentration Risk | Vendor One | ||
Accounts Payable and Accrued Liabilities and Compensation | ||
Concentration risk, percentage | 72% | |
Accounts Payable | Credit Availability Concentration Risk | Vendor Two | ||
Accounts Payable and Accrued Liabilities and Compensation | ||
Concentration risk, percentage | 72% |
Convertible Instruments and A_3
Convertible Instruments and Accrued Interest - Preferred stock (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2023 USD ($) $ / shares shares | May 31, 2023 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||
Accumulated deficit | $ | $ (853,261) | $ (841,690) |
Accrued dividends | $ | $ 5,681 | $ 5,308 |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Series B Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares of preferred stock | 19 | 19 |
Common stock conversion rate | 10 | 10 |
Total shares of common stock if converted | 190 | 190 |
Undeclared dividend | $ | $ 16 | $ 15 |
Total shares of common stock if dividends converted | 32 | 30 |
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 5 | |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Series C Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares of preferred stock | 6 | 6 |
Common stock conversion rate | 2,000 | 2,000 |
Total shares of common stock if converted | 12,670 | 12,670 |
Accrued dividends | $ | $ 2,660 | $ 2,500 |
Total shares of common stock if dividends converted | 5,320 | 5,000 |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Series D Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares of preferred stock | 9 | 9 |
Common stock conversion rate | 1,250 | 1,250 |
Total shares of common stock if converted | 10,565 | 10,565 |
Accrued dividends | $ | $ 3,021 | $ 2,808 |
Total shares of common stock if dividends converted | 6,042 | 5,616 |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Series C and Series D Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 |
Convertible Instruments and A_4
Convertible Instruments and Accrued Interest - Convertible notes and accrued interest (Details) | Aug. 31, 2023 $ / shares |
Long-term Convertible Note - April 2, 2021 Note | |
Debt Instrument [Line Items] | |
Interest rate | 10% |
Conversion price per share | $ 10 |
Long-term Convertible Note - April 23, 2021 Note | |
Debt Instrument [Line Items] | |
Interest rate | 10% |
Conversion price per share | $ 10 |
Convertible Instruments and A_5
Convertible Instruments and Accrued Interest - Outstanding Balance (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Debt Instrument [Line Items] | ||
Convertible notes payable outstanding principal | $ 33,950 | $ 36,450 |
Less: Unamortized debt discount and issuance costs | (850) | (1,319) |
Convertible notes payable, net | 33,100 | 35,131 |
Accrued interest on convertible notes | 11,772 | 10,598 |
Outstanding convertible notes payable, net and accrued interest | 44,872 | 45,729 |
Long-term Convertible Note - April 2, 2021 Note | ||
Debt Instrument [Line Items] | ||
Convertible notes payable outstanding principal | 4,581 | 6,081 |
Less: Unamortized debt discount and issuance costs | (137) | (211) |
Convertible notes payable, net | 4,444 | 5,870 |
Accrued interest on convertible notes | 4,048 | 3,804 |
Outstanding convertible notes payable, net and accrued interest | 8,492 | 9,674 |
Long-term Convertible Note - April 23, 2021 Note | ||
Debt Instrument [Line Items] | ||
Convertible notes payable outstanding principal | 29,369 | 29,369 |
Less: Unamortized debt discount and issuance costs | (713) | (822) |
Convertible notes payable, net | 28,656 | 28,547 |
Accrued interest on convertible notes | 7,724 | 6,789 |
Outstanding convertible notes payable, net and accrued interest | $ 36,380 | 35,336 |
Placement Agent Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes payable outstanding principal | 1,000 | |
Less: Unamortized debt discount and issuance costs | (286) | |
Convertible notes payable, net | 714 | |
Accrued interest on convertible notes | 5 | |
Outstanding convertible notes payable, net and accrued interest | $ 719 |
Convertible Instruments and A_6
Convertible Instruments and Accrued Interest - Components (Details) $ in Thousands | 3 Months Ended |
Aug. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Outstanding balance, beginning | $ 45,729 |
Consideration received | 975 |
Amortization of issuance discount and costs | 766 |
Interest expense | 1,197 |
Fair market value of shares exchanged for repayment | (6,383) |
Difference between market value of common shares and reduction of principle | 2,588 |
Outstanding balance, ending | 44,872 |
Long-term Convertible Note - April 2, 2021 Note | |
Debt Instrument [Line Items] | |
Outstanding balance, beginning | 9,674 |
Amortization of issuance discount and costs | 74 |
Interest expense | 244 |
Fair market value of shares exchanged for repayment | (2,004) |
Difference between market value of common shares and reduction of principle | 504 |
Outstanding balance, ending | 8,492 |
Long-term Convertible Note - April 23, 2021 Note | |
Debt Instrument [Line Items] | |
Outstanding balance, beginning | 35,336 |
Amortization of issuance discount and costs | 109 |
Interest expense | 935 |
Outstanding balance, ending | 36,380 |
Placement Agent Notes | |
Debt Instrument [Line Items] | |
Outstanding balance, beginning | 719 |
Consideration received | 975 |
Amortization of issuance discount and costs | 583 |
Interest expense | 18 |
Fair market value of shares exchanged for repayment | (4,379) |
Difference between market value of common shares and reduction of principle | $ 2,084 |
Convertible Instruments and A_7
Convertible Instruments and Accrued Interest - Convertible Note - April 2, 2021 and April 23, 2021 Note (Details) shares in Millions, $ in Millions | 3 Months Ended | |||
Aug. 31, 2023 USD ($) agreement shares | Feb. 04, 2023 USD ($) | Apr. 23, 2021 shares | Apr. 02, 2021 shares | |
Debt Instrument [Line Items] | ||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||
Convertible Note - April 2, 2021 Note | ||||
Debt Instrument [Line Items] | ||||
Shares reserved | shares | 6 | |||
Number of exchange agreements | agreement | 3 | |||
Conversion of preferred stock to common stock (in shares) | shares | 8.7 | |||
Convertible note, aggregate principal | $ | $ 4.6 | |||
Loss on induced conversion | $ | $ 2 | |||
Partitioned Notes | ||||
Debt Instrument [Line Items] | ||||
Convertible note, aggregate principal | $ | $ 1.5 | |||
Convertible Note - April 23, 2021 Note | ||||
Debt Instrument [Line Items] | ||||
Shares reserved | shares | 6 |
Convertible Instruments and A_8
Convertible Instruments and Accrued Interest - Convertible Note - Placement Agent Notes (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | |||
Aug. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) item $ / shares shares | Aug. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | |||||
Warrants to purchase common shares, shares | shares | 14.7 | 14.7 | 14.7 | ||
Term of warrants | 5 years | 5 years | 5 years | ||
Class of warrants, exercise price | $ / shares | $ 0.50 | $ 0.50 | $ 0.306 | $ 0.50 | $ 0.306 |
Stock offering costs | $ 400 | $ 400 | |||
Number of share in a unit | item | 1 | ||||
Number of warrant in a unit | item | 1 | ||||
Intraday volume weighted average price, Percentage | 90% | ||||
Loss on note extinguishment | $ (2,084) | ||||
Placement Agent Notes | |||||
Debt Instrument [Line Items] | |||||
Convertible notes, interest rate | 6% | 6% | |||
Debt instrument term | 18 months | ||||
Convertible note, aggregate principal | $ 2,300 | $ 2,300 | |||
Principal amount of debt issued | $ 1,300 | ||||
Proceeds from issuance of warrants | 1,100 | ||||
Stock offering costs | $ 200 | ||||
Loss on note extinguishment | $ (2,100) | ||||
Placement Agent Notes | Placement Agent Warrants Issue One | |||||
Debt Instrument [Line Items] | |||||
Warrants to purchase common shares, shares | shares | 1.3 | 1.3 | |||
Term of warrants | 3 years | 3 years | |||
Class of warrants, exercise price | $ / shares | $ 0.50 | $ 0.50 | |||
Placement Agent Notes | Placement Agent Warrants Issue Two | |||||
Debt Instrument [Line Items] | |||||
Warrants to purchase common shares, shares | shares | 0.4 | 0.4 | |||
Term of warrants | 10 years | 10 years | |||
Class of warrants, exercise price | $ / shares | $ 0.26 | $ 0.26 |
Equity Awards and Warrants - Co
Equity Awards and Warrants - Common Stock (Details) - shares shares in Thousands | Aug. 31, 2023 | May 31, 2023 |
Equity Awards and Warrants | ||
Common stock, shares authorized | 1,350,000 | 1,350,000 |
Equity Awards and Warrants - Li
Equity Awards and Warrants - Liability Classified Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Aug. 31, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants to purchase common shares, shares | 14,700,000 | 14,700,000 | |
Exercise price of share | $ 0.50 | $ 0.50 | $ 0.306 |
Liability Classified Warrants | |||
Derivative liability (beginning balance) | $ 79 | ||
Value upon notes converted to units in the private offering | 4,379 | ||
Warrants classified as equity during quarter | (79) | ||
Gain on derivative due to change in fair market value | (4) | ||
Derivative liability (ending balance) | $ 4,375 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price of share | $ 0.10 | ||
Accredited Investors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants to purchase common shares, shares | 14.7 | 14.7 | |
Allotment to placement agent | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants to purchase common shares, shares | 2,200,000 | 2,200,000 | |
Exercise price of share | $ 0.20 | $ 0.20 |
Equity Awards and Warrants - As
Equity Awards and Warrants - Assumptions used in Estimating Fair Value (Details) - Placement Agent Warrants - Level 3 Inputs | Aug. 31, 2023 $ / shares | Jul. 31, 2023 $ / shares | Jun. 23, 2023 $ / shares | May 31, 2023 $ / shares |
Grant Date Fair Value | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0.21 | 0.21 | 0.27 | 0.26 |
Risk free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 4.23 | 4.18 | 3.74 | 3.64 |
Expected term (in years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 5 | 5 | 10 | 10 |
Stock price volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 124.06 | 124.55 | 97.45 | 97.90 |
Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative Liability, Measurement Input | 0 | 0 | 0 | 0 |
Equity Awards and Warrants - Eq
Equity Awards and Warrants - Equity Incentive Plan (Details) shares in Millions, $ in Millions | 3 Months Ended | |||
Jun. 01, 2023 | Aug. 31, 2023 USD ($) plan shares | Aug. 31, 2022 USD ($) | May 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of active plans | plan | 1 | |||
General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ | $ 0.5 | $ 1.3 | ||
2012 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | shares | 56.3 | 56.3 | ||
Percentage of share outstanding | 1% |
Equity Awards and Warrants - St
Equity Awards and Warrants - Stock options (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Additional Information | |||
Stock options grant date fair value | $ 0.23 | $ 0.47 | |
Stock Options | |||
Number of shares | |||
Outstanding, beginning of period | 19,823 | ||
Granted | 500 | ||
Forfeited, expired, and cancelled | (605) | ||
Outstanding, end of period | 19,718 | 19,823 | |
Options exercisable (in shares) | 13,239 | ||
Weighted average exercise price | |||
Outstanding at the beginning of the year (in dollars per share) | $ 0.99 | ||
Granted | 0.26 | ||
Forfeited, expired, and cancelled | 1.39 | ||
Outstanding at the end of the year (in dollars per share) | 0.96 | $ 0.99 | |
Options outstanding and exercisable | $ 1.16 | ||
Additional Information | |||
Weighted average remaining contractual life in years | 7 years 8 months 12 days | 7 years 10 months 13 days | |
Weighted average remaining contractual life in years exercisable | 7 years 10 days | ||
Stock option granted, Shares | 500 | 200 | |
Award vesting period | 4 years |
Equity Awards and Warrants - Ex
Equity Awards and Warrants - Expense and unrecognized (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | Jul. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 503 | $ 1,341 | |
Common stock warrants to purchase shares | 14.7 | 14.7 | |
General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 500 | $ 1,300 |
Equity Awards and Warrants - Op
Equity Awards and Warrants - Options, RSUs, PSUs (Details) shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 01, 2023 | Aug. 31, 2023 plan shares | Aug. 31, 2022 shares | May 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares authorized | 1,350,000 | 1,350,000 | ||
Number of active plans | plan | 1 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option granted, Shares | 500 | 200 | ||
Award vesting period | 4 years | |||
2012 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 56,300 | 56,300 | ||
Percentage of share outstanding | 1% |
Equity Awards and Warrants - Re
Equity Awards and Warrants - Restricted Stock Units ("RSUs") and Performance Stock Units ("PSU"s) (Details) - RSU and PSU - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2023 | May 31, 2023 | |
Number of shares | ||
Beginning shares | 1,293 | |
Forfeited (in shares) | (1,293) | |
Ending shares | 1,293 | |
Weighted average grant date fair value | ||
Beginning | $ 0.58 | |
Forfeited | $ 0.58 | |
Ending | $ 0.58 | |
Weighted average remaining contractual life in years | 0 years | 9 months 21 days |
Performance target level percentage for non-vested equity-based payment instruments | 100% |
Equity Awards and Warrants - Pr
Equity Awards and Warrants - Private Placement of Shares of Common Stock and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Aug. 31, 2023 | Jun. 30, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of share | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.306 | |||
Exercise of warrants for cash | $ 300 | ||||||
Exercise of warrants for cash, shares | 3,000,000 | ||||||
Common stock warrants to purchase shares | 14,700,000 | 14,700,000 | 14,700,000 | ||||
Term of warrants | 5 years | 5 years | 5 years | ||||
Placement agent fees and expenses | $ 400 | $ 400 | |||||
Percentage of gross proceeds | 12% | 12% | |||||
Issuance of common stock for principal of convertible notes | $ 1,500 | ||||||
Proceeds from warrant exercises | $ 300 | $ 264 | |||||
Common Stock, Shares Authorized | 1,350,000,000 | 1,350,000,000 | 1,350,000,000 | ||||
Placement agent notes | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Placement agent fees and expenses | $ 200 | ||||||
Interest rate | 6% | ||||||
Private Equity Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for private offerings | $ 17,544 | ||||||
Accredited Investors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock warrants to purchase shares | 14.7 | 14.7 | 14.7 | ||||
Stock issued for private offerings | $ 2,600 | $ 2,600 | |||||
Accredited Investors | Placement agent notes | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of share | $ 0.20 | $ 0.20 | |||||
Issuance of common stock for principal of convertible notes | $ 2,300 | ||||||
Warrants issued in debt conversion | 11,500,000 | ||||||
Allotment to placement agent | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of share | $ 0.20 | $ 0.20 | $ 0.20 | ||||
Common stock warrants to purchase shares | 2,200,000 | 2,200,000 | 2,200,000 | ||||
Term of warrants | 10 years | 10 years | 10 years | ||||
Placement agent fees and expenses | $ 5,000 | $ 5,000 | |||||
Percentage of gross proceeds | 15% | 15% | |||||
July Private Placement | Placement agent notes | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common shares in a fixed combination issue of shares | 1 | ||||||
Number of warrants in a fixed combination issue of securities | 1 | ||||||
Number of shares | 1 | ||||||
Closing share price (as percentage) | 90% | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of share | $ 0.10 | $ 0.10 | |||||
2012 Equity Incentive Plan | Consultants | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stocks issued for severance payment | 533,124 | 324,600 | |||||
Subsequent Event | September Private Placement | Placement agent notes | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of share | $ 0.50 | ||||||
Exercise price of stock warrant combo, per share | $ 0.20 | ||||||
Shares issued during the period new issues shares | 2.5 | ||||||
Common stock warrants to purchase shares | 2,500,000 | ||||||
Term of warrants | 5 years | ||||||
Number of common shares in a fixed combination issue of shares | 1 | ||||||
Number of warrants in a fixed combination issue of securities | 1 | ||||||
Number of shares | 1 | ||||||
Stock issued for private offerings | $ 500 | ||||||
Proceeds from warrant exercises | $ 400 | ||||||
Closing share price (as percentage) | 90% |
Equity Awards and Warrants - _2
Equity Awards and Warrants - Stock Options and Other Equity Awards (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options grant date fair value | $ 0.23 | $ 0.47 | |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant exercises (in shares) | 3,000 | 657 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option granted, exercise price | $ 0.26 | ||
Stock option granted, Shares | 500 | 200 | |
Award vesting period | 4 years |
Equity Awards and Warrants - Wa
Equity Awards and Warrants - Warrants Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2023 | May 31, 2023 | |
Equity Awards and Warrants | ||
Warrants outstanding beginning of period | 259,910 | |
Granted | 3,009 | |
Exercised | (3,000) | |
Forfeited, expired, and cancelled | (3,133) | |
Warrants outstanding at end of period | 256,786 | 259,910 |
Warrants outstanding and exercisable | 256,786 | |
Outstanding at the beginning of the year (in dollars per share) | $ 0.37 | |
Granted | $ 0.44 | |
Exercised | 0.10 | |
Forfeited, expired, and cancelled | 0.75 | |
Outstanding at the end of the year (in dollars per share) | 0.37 | |
Warrants outstanding and exercisable | $ 0.37 | |
Weighted average remaining contractual life in years | 4 years 4 months 17 days | 4 years 6 months 25 days |
Weighted average remaining contractual life in years exercisable | 4 years 4 months 17 days | |
Aggregate intrinsic value outstanding of beginning | $ 7,276 | |
Aggregate intrinsic value outstanding of end period | 2,860 | $ 7,276 |
Aggregate intrinsic value exercisable | $ 2,860 |
Loss per Common Share - Summary
Loss per Common Share - Summary of Reconciliation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Loss per Common Share | ||
Net loss | $ (11,571) | $ (20,991) |
Less: Deemed dividends | (4,154) | |
Less: Accrued preferred stock dividends | (373) | (385) |
Net loss applicable to common stockholders | $ (11,944) | $ (25,530) |
Weighted average common shares outstanding, Basic | 923,587 | 787,856 |
Weighted average common shares outstanding, Diluted | 923,587 | 787,856 |
Loss per share, Basic | $ (0.01) | $ (0.03) |
Loss per share, Diluted | $ (0.01) | $ (0.03) |
Loss per Common Share - Summa_2
Loss per Common Share - Summary of Weighted Average Number of Shares of Common Stock Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Stock options, warrants, and unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of loss per common share | 276,503 | 193,609 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of loss per common share | 12,000 | 12,000 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of loss per common share | 34,818 | 32,170 |
Reserved for issuance of common stock through a placement agent | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of loss per common share | 14,663 | |
Reserved for issuance of common stock related to note conversion | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of loss per common share | 11,474 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Income Taxes | |||
Income tax expense | $ 0 | $ 0 | |
Effective Income Tax Rate Reconciliation Percent | |||
Effective income tax rate | 0% | 0% | |
Income tax provision at statutory rate: | 21% | 21% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | ||||||
Dec. 20, 2022 item | Aug. 18, 2021 lawsuit | Jun. 25, 2021 lawsuit | Jun. 04, 2021 lawsuit | Aug. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | Jan. 06, 2022 USD ($) | |
Shareholder Derivative Lawsuits | |||||||
Commitments and Contingencies | |||||||
Number of additional shareholder derivative lawsuits | lawsuit | 2 | 2 | |||||
Consolidated number of lawsuits | lawsuit | 3 | ||||||
Securities and Exchange Commission and Department of Justice Investigations | Mr. Pourhassan | |||||||
Commitments and Contingencies | |||||||
Number of conspiracy charges | 1 | ||||||
Number of security fraud charges | 4 | ||||||
Number of wire fraud charges | 3 | ||||||
Number of insider trading charges | 3 | ||||||
Securities and Exchange Commission and Department of Justice Investigations | Kazem Kazempour | |||||||
Commitments and Contingencies | |||||||
Number of conspiracy charges | 1 | ||||||
Number of security fraud charges | 3 | ||||||
Number of wire fraud charges | 2 | ||||||
Number of insider trading charges | 1 | ||||||
Samsung BioLogics Co., Ltd. ("Samsung") | |||||||
Commitments and Contingencies | |||||||
Forecast period | 3 years | ||||||
Amount of material breach of' Master Services and Project Specific Agreements | $ | $ 13,500 | ||||||
Additional Contractual Obligation | $ | $ 22,800 | ||||||
Past due balance | $ | $ 232,788 | ||||||
Accounts Payable | Samsung BioLogics Co., Ltd. ("Samsung") | |||||||
Commitments and Contingencies | |||||||
Past due balance | $ | $ 33,300 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Commitments (Details) - Samsung BioLogics Co., Ltd. ("Samsung") $ in Thousands | Aug. 31, 2023 USD ($) |
Fiscal Year | |
2024 (9 months remaining) | $ 156,388 |
2025 | 76,400 |
Total | $ 232,788 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Operating Lease Balances (Details) - USD ($) | 3 Months Ended | ||
Aug. 31, 2023 | Aug. 31, 2022 | May 31, 2023 | |
Commitments and Contingencies. | |||
Operating lease costs | $ 42,600 | $ 46,000 | |
Right-of-use asset | $ 366,000 | $ 400,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Current operating lease liability | $ 140,000 | $ 139,000 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Compensation And Non-financing Liabilities | Accrued Compensation And Non-financing Liabilities | |
Non-current operating lease liability | $ 247,000 | $ 283,000 | |
Total operating lease liability | $ 387,000 | $ 422,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Minimum (Base Rental) Lease Payments (Details) - USD ($) $ in Thousands | Aug. 31, 2023 | May 31, 2023 |
Fiscal Year | ||
2024 (9 months remaining) | $ 137 | |
2025 | 185 | |
2026 | 169 | |
Total operating lease payments | 491 | |
Less: imputed interest | (104) | |
Present value of operating lease liabilities | $ 387 | $ 422 |
Commitments and Contingencies_5
Commitments and Contingencies - Supplemental Information Related to Operating Leases (Details) | Aug. 31, 2023 |
Commitments and Contingencies. | |
Weighted average remaining lease term | 2 years 7 months 6 days |
Weighted average discount rate | 10% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Aug. 31, 2023 | Jun. 30, 2023 | Oct. 31, 2023 | Feb. 04, 2023 | |
Subsequent Event [Line Items] | |||||||
Warrants to purchase common shares, shares | 14,700,000 | 14,700,000 | 14,700,000 | ||||
Term of warrants | 5 years | 5 years | 5 years | ||||
Exercise price of share | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.306 | |||
Placement agent fees and expenses | $ 400 | $ 400 | |||||
Convertible note, redeemed amount | $ 1,500 | ||||||
Placement agent notes | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument Term | 18 months | ||||||
Convertible note, aggregate principal | $ 2,300 | ||||||
Proceeds from issuance of warrants | 1,100 | ||||||
Placement agent fees and expenses | $ 200 | ||||||
Partitioned Notes | |||||||
Subsequent Event [Line Items] | |||||||
Convertible note, aggregate principal | $ 1,500 | $ 1,500 | |||||
Long-term Convertible Note - April 2, 2021 Note | |||||||
Subsequent Event [Line Items] | |||||||
Convertible note, aggregate principal | $ 4,600 | ||||||
Conversion of preferred stock to common stock (in shares) | 8,700,000 | ||||||
Placement Agent Warrants Issue One | Placement agent notes | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase common shares, shares | 1,300,000 | ||||||
Term of warrants | 3 years | ||||||
Exercise price of share | $ 0.50 | ||||||
Placement Agent Warrants Issue Two | Placement agent notes | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase common shares, shares | 400,000 | ||||||
Term of warrants | 10 years | ||||||
Exercise price of share | $ 0.26 | ||||||
Accredited Investors | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase common shares, shares | 14.7 | 14.7 | 14.7 | ||||
Stock issued for private offerings | $ 2,600 | $ 2,600 | |||||
Accredited Investors | Placement agent notes | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price of share | $ 0.20 | $ 0.20 | |||||
Convertible note, redeemed amount | $ 2,300 | ||||||
Warrants issued in debt conversion | 11,500,000 | ||||||
Allotment to placement agent | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase common shares, shares | 2,200,000 | 2,200,000 | 2,200,000 | ||||
Term of warrants | 10 years | 10 years | 10 years | ||||
Exercise price of share | $ 0.20 | $ 0.20 | $ 0.20 | ||||
Placement agent fees and expenses | $ 5,000 | $ 5,000 | |||||
July Private Placement | Placement agent notes | |||||||
Subsequent Event [Line Items] | |||||||
Number of common shares in a fixed combination issue of shares | 1 | ||||||
Number of warrants in a fixed combination issue of securities | 1 | ||||||
Number of shares | 1 | ||||||
Closing share price (as percentage) | 90% | ||||||
Subsequent Event | Partitioned Notes | |||||||
Subsequent Event [Line Items] | |||||||
Convertible note, aggregate principal | $ 500 | ||||||
Aggregate units offered for issuance | 3.5 | ||||||
Subsequent Event | September Private Placement | Placement agent notes | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase common shares, shares | 2,500,000 | ||||||
Term of warrants | 5 years | ||||||
Exercise price of share | $ 0.50 | ||||||
Proceeds from issuance of warrants | $ 400 | ||||||
Number of common shares in a fixed combination issue of shares | 1 | ||||||
Number of warrants in a fixed combination issue of securities | 1 | ||||||
Number of shares | 1 | ||||||
Exercise price of stock warrant combo, per share | $ 0.20 | ||||||
Closing share price (as percentage) | 90% | ||||||
Stock issued for private offerings (in shares) | 2.5 | ||||||
Stock issued for private offerings | $ 500 |