Document and Entity Information
| Document and Entity Information - shares | 9 Months Ended | |
| May 31, 2017 | Jul. 14, 2017 | |
| Document And Entity Information | ||
| Entity Registrant Name | SolarWindow Technologies, Inc. | |
| Entity Central Index Key | 1,071,840 | |
| Document Type | 10-Q | |
| Document Period End Date | May 31, 2017 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --08-31 | |
| Is Entity a Well-known Seasoned Issuer | No | |
| Is Entity a Voluntary Filer | No | |
| Is Entity's Reporting Status Current | Yes | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 34,031,915 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
| CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2017 | Aug. 31, 2016 |
| Current assets | ||
| Cash and cash equivalents | $ 270,875 | $ 2,509,215 |
| Deferred research and development costs | 90,495 | 349,302 |
| Prepaid expenses and other current assets | 48,358 | 15,752 |
| Total current assets | 409,728 | 2,874,269 |
| Equipment, net of accumulated depreciation of $49,090 and $39,255, respectively | 57,043 | 21,331 |
| Total assets | 466,771 | 2,895,600 |
| Current liabilities | ||
| Accounts payable | 190,182 | 184,743 |
| Interest payable to related party | 965,819 | 66,401 |
| Bridge note payable to related party, net of discount of $0 and $74,702, respectively | 600,000 | 525,298 |
| Convertible promissory notes payable to related party, net of discount of $725,104 and $0, respectively | 2,274,896 | 18,146 |
| Total current liabilities | 4,030,897 | 794,588 |
| Convertible promissory notes payable to related party, net of discount of $1,650,120 | 1,349,880 | |
| Interest payable to related party | 669,244 | |
| Total liabilities | 4,030,897 | 2,813,712 |
| Stockholders' equity (deficit) | ||
| Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding | ||
| Common stock: $0.001 par value; 300,000,000 shares authorized, 33,881,787 and 28,500,221 shares issued and outstanding at May 31, 2017 and August 31, 2016 | 33,882 | 28,500 |
| Additional paid-in capital | 34,289,457 | 33,729,715 |
| Retained deficit | (37,887,465) | (33,676,327) |
| Total stockholders' equity (deficit) | (3,564,126) | 81,888 |
| Total liabilities and stockholders' equity (deficit) | $ 466,771 | $ 2,895,600 |
CONSOLIDATED BALANCE SHEETS (Pa
| CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | May 31, 2017 | Aug. 31, 2016 |
| Current assets | ||
| Equipment, net of accumulated depreciation | $ 49,090 | $ 39,255 |
| Current liabilities | ||
| Bridge note payable to related party, net of discount | 0 | 74,702 |
| Convertible promissory notes payable to related party, net of discount | 725,104 | $ 0 |
| Convertible notes payable, Discount | $ 1,650,120 | |
| Stockholders' equity | ||
| Preferred stock, par value | $ 0.10 | $ 0.10 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ .001 | $ .001 |
| Common stock, shares authorized | 300,000,000 | 300,000,000 |
| Common stock, shares issued | 33,881,787 | 28,500,221 |
| Common stock, shares outstanding | 33,881,787 | 28,500,221 |
CONSOLIDATED STATEMENTS OF OPER
| CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
| May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
| Consolidated Statements Of Operations | ||||
| Revenue | ||||
| Operating expense | ||||
| Selling, general and administrative | 516,657 | 410,591 | 2,167,722 | 1,720,779 |
| Research and development | 294,791 | 272,373 | 812,072 | 584,232 |
| Total operating expense | 811,448 | 682,964 | 2,979,794 | 2,305,011 |
| Loss from operations | (811,448) | (682,964) | (2,979,794) | (2,305,011) |
| Other income (expense) | ||||
| Interest expense | (79,162) | (78,931) | (231,626) | (233,370) |
| Accretion of debt discount | (311,727) | (683,574) | (999,718) | (1,967,895) |
| Change in fair value of derivative liability | (89,010) | (161,235) | ||
| Loan conversion inducement expense | (565,406) | (565,406) | ||
| Total other income (expense) | (390,889) | (1,416,921) | (1,231,344) | (2,927,906) |
| Net loss | $ (1,202,337) | $ (2,099,885) | $ (4,211,138) | $ (5,232,917) |
| Basic and Diluted Loss per Common Share | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.19) |
| Weighted average number of common shares outstanding - basic and diluted | 33,810,348 | 27,427,913 | 30,347,594 | 26,957,191 |
CONSOLIDATED STATEMENTS OF STOC
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
| Beginning Balance, Shares at Aug. 31, 2015 | 26,572,615 | |||
| Beginning Balance, Amount at Aug. 31, 2015 | $ 26,572 | $ 26,144,117 | $ (29,039,014) | $ (2,868,325) |
| Stock based compensation related to restricted stock issuance, Shares | 90,000 | |||
| Stock based compensation related to restricted stock issuance, Amount | $ 90 | 337,410 | 337,500 | |
| Exercise of stock options, Shares | 282,106 | |||
| Exercise of stock options, Amount | $ 282 | (282) | ||
| February 2016 Private Placement units issued, Shares | 618,000 | |||
| February 2016 Private Placement units issued, Amount | $ 619 | 2,480,587 | 2,481,206 | |
| February 2016 Private Placement derivative liability at inception | (1,714,395) | (1,714,395) | ||
| June 2016 Private Placement units issued, Share | 937,500 | |||
| June 2016 Private Placement units issued, Amount | $ 937 | 2,999,063 | 3,000,000 | |
| Stock based compensation due to common stock purchase options | 308,763 | 308,763 | ||
| Discount on convertible promissory note due to detachable warrants | 3,008,812 | 3,008,812 | ||
| Discount on convertible promissory note due to beneficial conversion feature | 165,640 | 165,640 | ||
| Net loss | (4,637,313) | (4,637,313) | ||
| Ending Balance, Shares at Aug. 31, 2016 | 28,500,221 | |||
| Ending Balance, Amount at Aug. 31, 2016 | $ 28,500 | 33,729,715 | (33,676,327) | 81,888 |
| Stock based compensation related to restricted stock issuance, Shares | 120,000 | |||
| Stock based compensation related to restricted stock issuance, Amount | $ 120 | 393,480 | 393,600 | |
| Exercise of stock options, Amount | ||||
| Exercise of warrants on a cashless basis, Shares | 5,215,046 | |||
| Exercise of warrants on a cashless basis, Amount | $ 5,215 | (5,215) | ||
| Exercise of stock options on a cashless basis, Shares | 46,520 | |||
| Exercise of stock options on a cashless basis, Amount | $ 47 | (47) | ||
| Stock based compensation due to common stock purchase options | 171,524 | 171,524 | ||
| Net loss | (4,211,138) | (4,211,138) | ||
| Ending Balance, Shares at May. 31, 2017 | 33,881,787 | |||
| Ending Balance, Amount at May. 31, 2017 | $ 33,882 | $ 34,289,457 | $ (37,887,465) | $ (3,564,126) |
CONSOLIDATED STATEMENTS OF CASH
| CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
| May 31, 2017 | May 31, 2016 | |
| Cash flows from operating activities | ||
| Net loss | $ (4,211,138) | $ (5,232,917) |
| Adjustments to reconcile net loss to net cash flows from operating activities | ||
| Depreciation | 9,835 | 8,596 |
| Stock based compensation expense | 565,124 | 590,056 |
| Change in fair value of derivative liability | (161,235) | |
| Loan conversion inducement expense | 565,406 | |
| Accretion of debt discount | 999,718 | 1,967,895 |
| Changes in operating assets and liabilities: | ||
| Decrease (increase) in deferred research and development costs | 258,807 | (314,920) |
| Decrease (increase) in prepaid expenses and other current assets | (32,606) | (7,007) |
| Increase (decrease) in accounts payable | 5,439 | 8,552 |
| Increase (decrease) in interest payable | 230,174 | 233,370 |
| Net cash flows from operating activities | (2,174,647) | (2,019,734) |
| Cash flows from investing activity | ||
| Purchase of equipment | (45,547) | (2,300) |
| Net cash used in investing activity | (45,547) | (2,300) |
| Cash flows from financing activities | ||
| Proceeds from the issuance of equity securities | 1,367,100 | |
| Repayment of promissory note | (18,146) | |
| Proceeds from promissory notes | 550,010 | |
| Net cash flows from financing activities | (18,146) | 1,917,110 |
| Change in cash and cash equivalents | (2,238,340) | (104,924) |
| Cash and cash equivalents at beginning of period | 2,509,215 | 228,465 |
| Cash and cash equivalents at end of period | 270,875 | 123,541 |
| Supplemental disclosure of cash flow information: | ||
| Interest paid in cash | 1,453 | |
| Income taxes paid in cash | ||
| Supplemental disclosure of non-cash transactions: | ||
| Debt discount recorded for value of warrants issued and/or modified | 3,008,812 | |
| Debt discount recorded for beneficial conversion feature | 165,640 | |
| Common stock issued for conversion of note payable | 548,700 | |
| Derivative liability from the sale of equity securities | $ 1,714,395 | |
Basis of Presentation, Organiza
| Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 1. Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | Basis of Presentation The unaudited financial statements of SolarWindow Technologies, Inc. (the Company) as of May 31, 2017, and for the three and nine months ended May 31, 2017 and 2016, have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States for interim financial reporting and include the Companys wholly-owned subsidiaries, Kinetic Energy Corporation (KEC), and New Energy Solar Corporation (New Energy Solar). Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2016, as filed with the Securities and Exchange Commission as part of the Companys Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. Organization SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998, under the name Octillion Corp. On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. to align the company name with its brand identity. The Companys ticker symbol changed to WNDW. KEC was incorporated on June 19, 2008, in the State of Nevada and holds the patents related to the Companys MotionPower technology. The Companys business activities related to the MotionPower technology are conducted through KEC. New Energy Solar was incorporated on February 9, 2009, in the State of Florida and entered into agreements with The University of South Florida Research Foundation (USF) to sponsor research related to the Companys SolarWindow technology. On February 18, 2015, the Company terminated the license agreement entered into with USF which originated on June 21, 2010. The Company has been developing two sustainable electricity generating systems. These novel technologies are branded as SolarWindow and MotionPower. On March 2, 2015, the Company announced its exclusive focus on SolarWindow. The Companys SolarWindow technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a transparent coating of organic photovoltaic (OPV) layers applied to glass, flexible glass and plastic surfaces and could potentially be used on any of the more than 85 million commercial and residential buildings in the United States alone. Our SolarWindow technology is the subject of 14 pending patents. The Companys SolarWindow product development programs involve ongoing research and development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by its contract engineers, scientists, and consultants. The Companys activities are subject to significant risks and uncertainties, including, but not limited to, the Companys failure to secure, on a timely basis, adequate additional funding to commercialize the Companys SolarWindow technology or the development of a similar technology and products, by existing or potential future competitors, that may gain earlier market entry or greater market acceptance than the Companys technology and products. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718), which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company does not expect adoption of ASU 2016-09 to have a material impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company has determined that the adoption of ASU 2015-17 will currently have no impact on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect this accounting update to have a material effect on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Companys previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. Going Concern The Company does not have any commercialized products and has not generated any revenue since inception. The Company has a retained deficit of $37,887,465 and cash and cash equivalents of $270,875 as of May 31, 2017, and does not have positive cash flows from operating activities. Subsequent to May 31, 2017, the Company received proceeds of $301,860 from the exercise of 129,000 Series M Warrants. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Companys ability to establish itself as a profitable business. Based upon its current and near term anticipated level of operations and expenditures, the Company believes that cash on hand should be sufficient to enable it to continue operations through October 2017. If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Companys business, operating results, financial condition and prospects. In particular, the Company may be required to delay; reduce the scope of or terminate its research and development programs; sell rights to its SolarWindow technology and/or MotionPower technology, or other technologies or products based upon these technologies; or license the rights to these technologies or products on terms that are less favorable to the Company than might otherwise be available. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. |
Debt
| Debt | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 2. Debt | December 7, 2015, $550,000 Bridge Loan On December 7, 2015, the Company entered into a Bridge Loan Agreement (the December 2015 Loan Agreement) with Kalen Capital Corporation (the Investor). Pursuant to the December 2015 Loan Agreement, the Company received $550,010 (Includes an additional $10 related to wire fees). The December 2015 Loan was evidenced by a promissory note with an annual interest rate of 10% and maturity date of September 1, 2016. The December 2015 Loan was convertible at any time into shares of common stock at a conversion price equal to 85% of the thirty day volume weighted average price of the Companys common stock. In connection with the December 2015 Loan Agreement, the Company issued the Investor a Series M Stock Purchase Warrant (the Series M Warrant) to purchase up to 275,000 shares of the Companys common stock for a period of five years, with an exercise price of $2.34. The debt discount attributable to the warrants and beneficial conversion feature amounted to $458,777 and discount was accreted through March 31, 2016. On March 31, 2016, the Investor received 177 PPM Units (as defined below under Note 3) from the conversion of $548,700 of the principal owed under the December 2015 Loan Agreement resulting in a remaining balance of $18,146. The remaining balance was evidenced by a new promissory note (the March 2016 Note) dated March 31, 2016. The March 2016 Note accrued interest at 10% and was due September 1, 2016. The March 2016 Note was repaid on November 14, 2016. The PPM Units issued in exchnge for the conversion of principal owed under the December 2015 Loan Agreement contained terms that were more beneficial to the Investor resulting in the Company recognizing a loan conversion inducement expense of $36,176 related to the common stock issued and $529,230 related to the warrant component of the PPM Units (i.e., the Series O Warrant and Series P Warrant as defined below under Note 3). During the three months ended May 31, 2017 and 2016, the Company recognized $0 and $5,077, respectively, of interest expense. During the nine months ended May 31, 2017 and 2016, the Company recognized $0 and $17,149, respectively, of interest expense. Accretion related to the debt discount for the December 2015 Loan Agreement amounted to $0 and $315,515 during the three months ended May 31, 2017 and 2016, respectively, and $0 and $458,777 during the nine months ended May 31, 2017 and 2016, respectively. March 4, 2015, $600,000 Bridge Loan On March 4, 2015, the Company entered into a Bridge Loan Agreement (the Bridge Loan Agreement) with 1420468 Alberta Ltd. (the Creditor) (which has since been merged with and into the Investor). Pursuant the Bridge Loan Agreement, the Company borrowed $600,000 at an annual interest rate of 7% (the March 2015 Loan), compounded quarterly, with a default rate of 15%. The March 2015 Loan was evidenced by a promissory note with an initial maturity date of the earlier of: (a) the closing of any equity financing by the Company in excess of $600,000, or (b) September 4, 2015. In connection with the Bridge Loan Agreement, the Company issued Creditor a Series L Stock Purchase Warrant (the Series L Warrant) to purchase up to 500,000 shares of the Companys common stock, which was initially exercisable from September 5, 2015 through March 4, 2020, with an exercise price of $1.20. The debt discount attributable to the relative fair value of the Series L Warrant issued with the March 2015 Loan, amounted to $299,750 and was accreted over the original term of the March 2015 Loan through September 4, 2015. On December 7, 2015, Creditor agreed to extend the maturity date of the March 2015 Loan from September 4, 2015 to December 31, 2016 and extend the expiration date of the Series L Warrant from March 4, 2020 to December 7, 2020. As consideration the Company issued Creditor a Series M Stock Purchase Warrant to purchase 100,000 shares of the Companys common stock through December 7, 2020, at an exercise price of $2.34 per share. As a result, the Company recognized an additional debt discount for the fair value of the Series M Stock Purchase Warrant and extension of the expiration date of the Series L Warrant amounting to $205,800 and $33,000, respectively. On January 5, 2017, the Company and the Creditor entered into the Second Amendment to Bridge Loan Agreement extending the maturity date of the March 2015 Loan from December 31, 2016 to December 31, 2017. No consideration was exchanged for this extension in the maturity date. During the three months ended May 31, 2017 and 2016, the Company recognized $12,155 and $11,341, respectively, of interest expense. During the nine months ended May 31, 2017 and 2016, the Company recognized $35,462 and $33,201, respectively, of interest expense. Accretion related to the debt discount for the March 2015 Loan, Series L Warrant and Series M Warrant amounted to $0 and $56,332 during the three months ended May 31, 2017 and 2016, respectively, and $74,702 and $114,282 during the nine months ended May 31, 2017 and 2016, respectively. October 7, 2013, $3,000,000 Convertible Promissory Note On October 7, 2013, the Company entered into a Bridge Loan Agreement (the 2013 Loan Agreement) with the Investor. Pursuant to the 2013 Loan Agreement, the Company received proceeds of $3,000,000 and issued a 7% unsecured Convertible Promissory Note (the 2013 Note) initially due on October 6, 2014, with interest compounded quarterly and issued a Series I Stock Purchase Warrant (the Series I Warrant) for the purchase up to 921,875 shares of the Companys common stock at an initial exercise price of $1.37 for a period of five years. According to the original terms of the 2013 Loan Agreement, the Investor may have elected to convert all or any portion of the outstanding principal amount of the 2013 Note, and accrued interest thereon into units, with each unit consisting of (a) one share of common stock; (b) one Series J Stock Purchase Warrant for the purchase of one share of common stock (the Series J Warrant); and (c) one Series K Stock Purchase Warrant for the purchase of one share of common stock (the Series K Warrant). On November 10, 2014, the Company entered into an Amended Bridge Loan Agreement (the 2015 Loan Agreement) with the Investor pursuant to which the maturity date was extended to December 31, 2015 (the Amended Note). According to the terms of the 2015 Loan Agreement, the Investor may elect to convert principal and accrued interest into units of the Companys equity securities (collectively, the Units), with each Unit consisting of (a) one share of common stock; and (b) one Stock Purchase Warrant for the purchase of one share of common stock. The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Companys common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Warrant being equal to 60% of the 20 day average closing price of the Companys common stock prior to conversion. If issued, the Warrant included in the Units will be exercisable for a period of five years. In order to induce the Investor to enter into the 2015 Loan Agreement and extend the maturity date to December 31, 2015, the Company issued a Series J Warrant to purchase 3,110,378 shares of its common stock at an exercise price of $1.12 and a Series K Warrant to purchase 3,110,378 shares of its common stock at an exercise price of $1.20. Each of the Series J Warrant and Series K Warrant was initially exercisable through November 9, 2019. As a result of the modification (which did not result in a gain or loss due to the related party nature of the transaction), the fair value of the Warrant amounting to $3,629,309 (limited to the $3,000,000 face value of the note) was recognized as a debt discount as of November 10, 2014. On December 31, 2015, the Company entered into a Second Amended Bridge Loan Agreement (the 2015 Second Amended Loan Agreement) with the Investor, pursuant to which the Company and the Investor amended the 2015 Loan Agreement by amending the 2013 Note to extend the maturity date to December 31, 2017 (the Second Amended Note). As consideration for the Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company issued a Series N Warrant and extended the maturity date of certain of the Investors existing warrants, as described below, resulting in an additional debt discount of $2,476,875 as of December 31, 2015. The modification did not result in a gain or loss due to the related party nature of the transaction. The Company issued a Series N Warrant to purchase 767,000 shares of common stock at an exercise price of $3.38 through December 31, 2020. The fair value of the Series N Warrant was $2.102 per share, or $1,612,234 and the resulting debt discount is being accreted through December 31, 2017. The maturity date of the Series I Warrant to purchase 921,875 shares of common stock was extended from October 6, 2018 to December 31, 2020. The Company recorded $233,234 as a debt discount to recognize the increase in value for the extension of the expiration date. The maturity date of the Series J Warrant to purchase 3,110,378 shares of common stock was extended from November 9, 2019 to December 31, 2020. The Company recorded $304,817 as a debt discount to recognize the increase in fair value for the extension of the expiration date which is being accreted through December 31, 2017. The maturity date of the Series K Warrant to purchase 3,110,378 shares of common stock was extended from November 9, 2019 to December 31, 2020. The Company recorded $326,590 as a debt discount to recognize the increase in fair value for the extension of the expiration date which is being accreted through December 31, 2017. Interest expense related to the 2013 Loan Agreement, as amended, amounted to $67,006 and $62,514 during the three months ended May 31, 2017 and 2016, respectively, and $195,480 and $183,020 during the nine months ended May 31, 2017 and 2016, respectively. Accretion of the debt discount related to the 2013 Loan Agreement as amended amounted to $311,727 and $311,727 during the three months ended May 31, 2017 and 2016, respectively, and $925,016 and $1,394,836 during the nine months ended May 31, 2017 and 2016, respectively. The remaining debt discount related to the Series N Warrants and Series I, J and K Warrant expiration date extensions totals $725,104 and will be amortized through December 31, 2017. |
Private Placements
| Private Placements | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 3. Private Placements | June 2016 Private Placement On June 20, 2016, the Company completed a self-directed offering of 937,500 units at a price of $3.20 per unit for $3,000,000 in aggregate proceeds (the June 2016 Private Placement). Each unit consisted of (a) one share of common stock; (b) one Series Q Stock Purchase Warrant to purchase one share of common stock at an exercise price of $3.20 per share through June 20, 2019; and (c) one Series R Stock Purchase Warrant to purchase one share of common stock at a price of $4.00 per share through June 20, 2021. The warrants may be exercised on a cashless basis. The relative fair value of the common stock was estimated to be $1,338,000. The relative fair value of the Series Q Warrants and Series R Warrants was estimated to be $783,000 and $879,000, respectively, as determined based on the relative fair value allocation of the proceeds received. March 2016 Private Placement Beginning on February 18, 2016 and closing on March 31, 2016, the Company completed an offering pursuant to a Private Placement Memorandum dated February 16, 2016 (the Offering) for the sale to accredited investors of units of the Companys equity securities (each a PPM Unit and collectively, the P PM Units The terms of the Offering provided for a onetime reset adjustment (the Reset Adjustment) such that if, within 6 months from the Offering Termination Date, the Company sold equity securities at a price less than $3.10 per share (Reset Price), each of the subscribers having purchased Units in the Offering would receive additional Units (the Reset Units) equal to the difference between the number of Units that would have been issuable to such subscribers if the price per share of common stock included in the Units was equal to the Reset Price less the number of Units actually received by such subscriber. The Reset Adjustment expired on September 30, 2016; no Reset Units were issued. The Reset Adjustment was accounted for as a derivative, measured at fair value, during the year ended August 31, 2016. The Company determined the Reset Adjustment had no value as of August 31, 2016. |
Common Stock and Warrants
| Common Stock and Warrants | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 4. Common Stock and Warrants | Common Stock At May 31, 2017, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 33,881,787 shares of common stock outstanding and 3,061,665 shares reserved for issuance under the Companys 2006 Long-Term Incentive Plan (the 2006 Plan) as adopted and approved by the Companys Board of Directors (the Board) on October 10, 2006 that provides for the grant of stock options to employees, directors, officers and consultants (See NOTE 5 - Stock Options). During the nine months ended May 31, 2017, the Company had the following common stock related transactions: · issued 46,520 shares of common stock upon the cashless exercise of 130,000 options. · issued 5,215,046 shares of common stock to the Investor upon the cashless exercise of all Series I, J, K and L Warrants. · issued 40,000 shares of common stock on November 15, 2016 to each of the Companys three directors pursuant to the 2006 Plan (120,000 shares total) valued at $3.28 per share, the closing price of the Companys common stock on the day the stock was granted. During the year ended August 31, 2016, the Company had the following common stock related transactions: · issued 282,106 shares of common stock upon the cashless exercise of 556,667 options. · issued 30,000 shares of common stock on January 5, 2016 to each of the Companys three directors pursuant to the 2006 Plan (90,000 shares total) valued at $3.75 per share, the closing price of the Companys common stock on the day the stock was granted. · received $1,367,100 pursuant to the Offering for the purchase of 441 PPM Units resulting in the issuance of 441,000 shares of common stock (See NOTE 3 Private Placements). · converted loan principal of $548,700 from the December 2015 Loan Agreement in exchange for 177 PPM Units resulting in the issuance of 177,000 shares of common stock (See NOTE 2 Debt). · received $3,000,000 pursuant to the June 2016 Private Placement for the purchase of 937,500 units resulting in the issuance of 937,500 shares of common stock (See NOTE 3 Private Placements). Warrants Each of the Companys outstanding warrants entitles the holder to purchase one share of the Companys common stock for each warrant share held. Other than the Series O Warrants and Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Companys warrants outstanding and exercisable as of May 31, 2017 and August 31, 2016 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Description May 31, 2017 August 31, 2016 Average Exercise Price Expiration Series I - 921,875 $ 1.37 December 31, 2020 Series J - 3,110,378 $ 1.12 December 31, 2020 Series K - 3,110,378 $ 1.20 December 31, 2020 Series L - 500,000 $ 1.20 December 7, 2020 Series M 375,000 375,000 $ 2.34 December 31, 2020 Series N 767,000 767,000 $ 3.38 December 31, 2020 Series O 618,000 618,000 $ 3.10 October 31, 2017 Series P 309,000 309,000 $ 3.70 April 30, 2018 Series Q 937,500 937,500 $ 3.20 June 20, 2019 Series R 937,500 937,500 $ 4.00 June 20, 2021 Total 3,944,000 11,586,631 The Series I Warrant was issued on October 7, 2013, in connection with the 2013 Loan Agreement. On December 31, 2015, as consideration for the Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of the Series I Warrant from October 6, 2018 to December 31, 2020. The Series I Warrant was exercised in full and on a cashless basis on March 2, 2017 resulting in the issuance of 584,634 shares of common stock. The Series J Warrant and Series K Warrant were issued on November 10, 2014 as a condition to the Investor entering into the 2015 Loan Agreement. On December 31, 2015, as consideration for the Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of the Series J and K Warrants from November 9, 2019 to December 31, 2020. The Series J and K Warrant were exercised in full and on a cashless basis on March 2, 2017 resulting in the issuance of 4,293,900 shares of common stock. The Series L Warrant was issued on March 4, 2015 in connection with the March 2015 Loan. On December 7, 2015, the expiration date of the Series L Warrant was extended from March 4, 2020 to December 7, 2020. The Series L Warrant was exercised in full and on a cashless basis on March 2, 2017 resulting in the issuance of 336,512 shares of common stock. A Series M Warrant, with an exercise price of $2.34, to purchase 275,000 shares of common stock was issued on December 7, 2015 in connection with the December 2015 Loan. A Series M Warrant, with an exercise price of $2.34, to purchase 100,000 shares was issued on December 7, 2015 as an inducement for Creditor to extend the maturity date of the March 2015 Loan from September 4, 2015 to December 21, 2016. The Series N Warrant to purchase 767,000 shares was issued on December 31, 2015 pursuant to the 2015 Second Amended Loan Agreement as an inducement for the Investor to extend the maturity date of the 2013 Note from December 31, 2015 to December 31, 2017. The Series O and Series P Warrant were issued in connection with the Offering and the Series Q and Series R Warrants were issued in connection with the June 2016 Private Placement; see NOTE 3 Private Placements. There are a total of approximately 2,820,966 warrants issuable pursuant to the 2013 Loan Agreement as described above under NOTE 2 Debt: October 7, 2013, $3,000,000 Convertible Promissory Note |
Stock Options
| Stock Options | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 5. Stock Options | Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 3,591,484 remain available for grant and 1,013,334 were issued pursuant to the exercise of vested options as of May 31, 2017. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised. The Company issues new shares when options are exercised. The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of plain vanilla options: Nine Months Ended Year Ended May 31, 2017 August 31, 2016 Expected dividend yield Expected stock price volatility 81 % 82 % Risk-free interest rate 2.03 % 2.06 % Expected term (in years) 7.67 7.67 Exercise price $ 3.28 $ 3.46 Weighted-average grant date fair-value $ 2.48 $ 2.64 A summary of the Companys stock option activity for the nine months ended May 31, 2017 and year ended August 31, 2016 and related information follows: Number of Shares Subject to Option Grants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at August 31, 2015 1,267,502 2.68 Grants 65,000 3.46 Forfeitures (55,834 ) 3.23 Exercises (556,667 ) 2.22 Outstanding at August 31, 2016 720,001 3.06 Grants 35,000 3.28 Exercises (130,000 ) 2.62 Outstanding at May 31, 2017 625,001 3.16 6.65 years 69,500 Exercisable at May 31, 2017 187,501 3.68 6.16 years 29,500 Available for grant at May 31, 2017 3,591,484 The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all in-the-money options (i.e. the difference between the Companys closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on May 31, 2017. The intrinsic value of the option changes based upon the fair market value of the Companys common stock. Since the closing stock price was $3.00 on May 31, 2017 and 475,000 outstanding options have an exercise price below $3.00 per share, as of May 31, 2017, there is intrinsic value to the Companys outstanding, in-the-money stock options. During the nine months ended May 31, 2017, there were 130,000 options exercised on a cashless basis resulting in the issuance of 46,520 shares of common stock. The aggregate intrinsic value of the options exercised was $186,500. Additionally, the Company granted 35,000 options with an exercise price of $3.28. The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Companys Consolidated Statements of Operations for the three and nine months ended May 31, 2017 and 2016: Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 Stock Compensation Expense: SG&A $ 22,867 $ 46,680 $ 102,589 $ 173,898 R&D 11,695 18,700 68,935 78,657 Total $ 34,562 $ 65,380 $ 171,524 $ 252,555 As of May 31, 2017, the Company had $60,921 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 1.5 years. The following table summarizes information about stock options outstanding and exercisable at May 31, 2017: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject To Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $ 0.80 5,000 5.56 $ 0.80 5,000 5.56 $ 0.80 1.40 5,000 7.55 1.40 5,000 7.55 1.40 2.50 10,000 3.85 2.50 10,000 3.85 2.50 2.90 455,000 6.66 2.90 55,000 6.66 2.90 3.28 35,000 9.46 3.28 17,500 9.46 3.28 3.46 65,000 8.60 3.46 45,000 8.60 3.46 4.98 16,667 0.78 4.98 16,667 0.78 4.98 5.94 33,334 3.57 5.94 33,334 3.57 5.94 Total 625,001 6.65 $ 3.16 187,501 6.16 $ 3.68 |
Net Loss Per Share
| Net Loss Per Share | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 6. Net Loss Per Share | During the three and nine months ended May 31, 2017 and 2016, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the three and nine months ended May 31, 2017 and 2016: Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,202,337 ) $ (2,099,885 ) $ (4,211,138 ) $ (5,232,917 ) Denominator: Weighted average number of common shares outstanding 33,810,348 27,427,913 30,347,594 26,957,191 Basic and diluted EPS $ (0.04 ) $ (0.08 ) $ (0.14 ) $ (0.19 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 625,001 720,001 625,001 720,001 Warrants 3,944,000 11,586,631 3,944,000 11,586,631 Convertible debt 2,820,966 2,631,845 2,820,966 2,631,845 Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above) 2,820,966 2,631,845 2,820,966 2,631,845 Total shares not included in the computation of diluted losses per share 10,210,933 17,570,322 10,210,933 17,570,322 |
Related Party Transactions
| Related Party Transactions | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 7. Related Party Transactions | A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Companys securities, (ii) that is part of the Companys management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The law firm of Sierchio & Partners, LLP, of which Joseph Sierchio, one of the Companys directors, was a principal, had provided counsel to the Company since its inception. Beginning in September 2016, Mr. Sierchio became a partner at Satterlee Stephens LLP (Satterlee). Concurrently with Mr. Sierchios move to Satterlee, the Company engaged with Satterlee to provide legal counsel with Mr. Sierchio maintaining his role as the Companys primary attorney. During the three months ended May 31, 2017 and 2016, the Company recognized $101,138 and $73,730 of fees for legal services billed by firms associated with Mr. Sierchio. During the nine months ended May 31, 2017 and 2016, the Company recognized $252,693 and $221,324 of fees for legal services billed by firms associated with Mr. Sierchio. At May 31, 2017, the Company owed Satterlee $86,138 which is included in accounts payable. There are no accounts payable to Sierchio & Partners, LLP as of May 31, 2017. Mr. Sierchio continues to serve as a director of the Company. During the nine months ended May 31, 2017, the Company paid the March 2015 Note in full resulting in a payment to the Investor totaling $19,599 representing $18,146 of principal and $1,453 of accrued interest. On March 2, 2017, Kalen Capital Corporation exercised outstanding warrants to purchase up to 7,642,631 shares of the Companys common stock on a cashless basis, consisting of: (i) a Series I Warrant to purchase up to 921,875 shares; (ii) a Series J Warrant to purchase up to 3,110,378 shares; (iii) a Series K Warrant to purchase up to 3,110,378 shares; and (iv) a Series L Warrant to purchase up to 500,000 shares, resulting in the issuance of 5,215,046 shares of common stock. All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business. |
Subsequent Events
| Subsequent Events | 9 Months Ended |
| May 31, 2017 | |
| Notes to Financial Statements | |
| Note 8. Subsequent Events | Management has reviewed material events subsequent of the quarterly period ended May 31, 2017 and prior to the filing of financial statements in accordance with FASB ASC 855 Subsequent Events. On June 15, 2017, the Investor exercised 22,000 Series M Warrants. As a result, we issued 22,000 shares of common stock and received proceeds of $51,480. On June 27, 2017, the Investor exercised 107,000 Series M Warrants. As a result, we issued 107,000 shares of common stock and received proceeds of $250,380. On July 7, 2017, the Company finalized and executed two consulting agreements with third parties to provide business development services. The terms and conditions of each consulting agreement are similar and provide for combined compensation of $26,000 per month in cash and the grant of 1,500,000 common stock purchase options which vest upon the attainment of certain milestones and upon Board approval. Subsequent to May 31, 2017, the Company issued 21,128 shares of common stock to pay consulting fees incurred under the agreements. |
Basis of Presentation, Organi15
| Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Policies) | 9 Months Ended |
| May 31, 2017 | |
| Basis Of Presentation Organization Recent Accounting Pronouncements And Going Concern Policies | |
| Basis of Presentation | The unaudited financial statements of SolarWindow Technologies, Inc. (the Company) as of May 31, 2017, and for the three and nine months ended May 31, 2017 and 2016, have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States for interim financial reporting and include the Companys wholly-owned subsidiaries, Kinetic Energy Corporation (KEC), and New Energy Solar Corporation (New Energy Solar). Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2016, as filed with the Securities and Exchange Commission as part of the Companys Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
| Organization | SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998, under the name Octillion Corp. On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. to align the company name with its brand identity. The Companys ticker symbol changed to WNDW. KEC was incorporated on June 19, 2008, in the State of Nevada and holds the patents related to the Companys MotionPower technology. The Companys business activities related to the MotionPower technology are conducted through KEC. New Energy Solar was incorporated on February 9, 2009, in the State of Florida and entered into agreements with The University of South Florida Research Foundation (USF) to sponsor research related to the Companys SolarWindow technology. On February 18, 2015, the Company terminated the license agreement entered into with USF which originated on June 21, 2010. The Company has been developing two sustainable electricity generating systems. These novel technologies are branded as SolarWindow and MotionPower. On March 2, 2015, the Company announced its exclusive focus on SolarWindow. The Companys SolarWindow technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a transparent coating of organic photovoltaic (OPV) layers applied to glass, flexible glass and plastic surfaces and could potentially be used on any of the more than 85 million commercial and residential buildings in the United States alone. Our SolarWindow technology is the subject of 14 pending patents. The Companys SolarWindow product development programs involve ongoing research and development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by its contract engineers, scientists, and consultants. The Companys activities are subject to significant risks and uncertainties, including, but not limited to, the Companys failure to secure, on a timely basis, adequate additional funding to commercialize the Companys SolarWindow technology or the development of a similar technology and products, by existing or potential future competitors, that may gain earlier market entry or greater market acceptance than the Companys technology and products. |
| Recent Accounting Pronouncements | In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718), which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company does not expect adoption of ASU 2016-09 to have a material impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes ASC Topic 840, Leases, and creates a new topic, ASC 842, Leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company has determined that the adoption of ASU 2015-17 will currently have no impact on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017. The Company does not expect this accounting update to have a material effect on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Companys previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
| Going Concern | The Company does not have any commercialized products and has not generated any revenue since inception. The Company has a retained deficit of $38,887,465 and cash and cash equivalents of $270,875 as of May 31, 2017, and does not have positive cash flows from operating activities. Subsequent to May 31, 2017, the Company received proceeds of $301,860 from the exercise of 129,000 Series M Warrants. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Companys ability to establish itself as a profitable business. Based upon its current and near term anticipated level of operations and expenditures, the Company believes that cash on hand should be sufficient to enable it to continue operations through October 2017. If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Companys business, operating results, financial condition and prospects. In particular, the Company may be required to delay; reduce the scope of or terminate its research and development programs; sell rights to its SolarWindow technology and/or MotionPower technology, or other technologies or products based upon these technologies; or license the rights to these technologies or products on terms that are less favorable to the Company than might otherwise be available. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. |
Common Stock and Warrants (Tabl
| Common Stock and Warrants (Tables) | 9 Months Ended |
| May 31, 2017 | |
| Common Stock And Warrants Tables | |
| Warrants outstanding and exercisable | Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Description May 31, 2017 August 31, 2016 Average Exercise Price Expiration Series I - 921,875 $ 1.37 December 31, 2020 Series J - 3,110,378 $ 1.12 December 31, 2020 Series K - 3,110,378 $ 1.20 December 31, 2020 Series L - 500,000 $ 1.20 December 7, 2020 Series M 375,000 375,000 $ 2.34 December 31, 2020 Series N 767,000 767,000 $ 3.38 December 31, 2020 Series O 618,000 618,000 $ 3.10 October 31, 2017 Series P 309,000 309,000 $ 3.70 April 30, 2018 Series Q 937,500 937,500 $ 3.20 June 20, 2019 Series R 937,500 937,500 $ 4.00 June 20, 2021 Total 3,944,000 11,586,631 |
Stock Options (Tables)
| Stock Options (Tables) | 9 Months Ended |
| May 31, 2017 | |
| Stock Options Tables | |
| Fair value of each option award | Nine Months Ended Year Ended May 31, 2017 August 31, 2016 Expected dividend yield Expected stock price volatility 81 % 82 % Risk-free interest rate 2.03 % 2.06 % Expected term (in years) 7.67 7.67 Exercise price $ 3.28 $ 3.46 Weighted-average grant date fair-value $ 2.48 $ 2.64 |
| Stock option activity | Number of Shares Subject to Option Grants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at August 31, 2015 1,267,502 2.68 Grants 65,000 3.46 Forfeitures (55,834 ) 3.23 Exercises (556,667 ) 2.22 Outstanding at August 31, 2016 720,001 3.06 Grants 35,000 3.28 Exercises (130,000 ) 2.62 Outstanding at May 31, 2017 625,001 3.16 6.65 years 69,500 Exercisable at May 31, 2017 187,501 3.68 6.16 years 29,500 Available for grant at May 31, 2017 3,591,484 |
| Share-based compensation cost | Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 Stock Compensation Expense: SG&A $ 22,867 $ 46,680 $ 102,589 $ 173,898 R&D 11,695 18,700 68,935 78,657 Total $ 34,562 $ 65,380 $ 171,524 $ 252,555 |
| Stock options outstanding and exercisable | Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject To Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $ 0.80 5,000 5.56 $ 0.80 5,000 5.56 $ 0.80 1.40 5,000 7.55 1.40 5,000 7.55 1.40 2.50 10,000 3.85 2.50 10,000 3.85 2.50 2.90 455,000 6.66 2.90 55,000 6.66 2.90 3.28 35,000 9.46 3.28 17,500 9.46 3.28 3.46 65,000 8.60 3.46 45,000 8.60 3.46 4.98 16,667 0.78 4.98 16,667 0.78 4.98 5.94 33,334 3.57 5.94 33,334 3.57 5.94 Total 625,001 6.65 $ 3.16 187,501 6.16 $ 3.68 |
Net Loss Per Share (Tables)
| Net Loss Per Share (Tables) | 9 Months Ended |
| May 31, 2017 | |
| Net Loss Per Share Tables | |
| Computation of basic and diluted net loss per share | Three Months Ended Nine Months Ended May 31, May 31, 2017 2016 2017 2016 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,202,337 ) $ (2,099,885 ) $ (4,211,138 ) $ (5,232,917 ) Denominator: Weighted average number of common shares outstanding 33,810,348 27,427,913 30,347,594 26,957,191 Basic and diluted EPS $ (0.04 ) $ (0.08 ) $ (0.14 ) $ (0.19 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 625,001 720,001 625,001 720,001 Warrants 3,944,000 11,586,631 3,944,000 11,586,631 Convertible debt 2,820,966 2,631,845 2,820,966 2,631,845 Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above) 2,820,966 2,631,845 2,820,966 2,631,845 Total shares not included in the computation of diluted losses per share 10,210,933 17,570,322 10,210,933 17,570,322 |
Basis of Presentation, Organi19
| Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Details Narrative) - USD ($) | 9 Months Ended | ||||
| May 31, 2017 | Mar. 02, 2017 | Aug. 31, 2016 | May 31, 2016 | Aug. 31, 2015 | |
| State of incorporation | State of Nevada | ||||
| Date of incorporation | May 5, 1998 | ||||
| Accumulated deficit | $ (37,887,465) | $ (33,676,327) | |||
| Cash and cash equivalents | 270,875 | $ 2,509,215 | $ 123,541 | $ 228,465 | |
| Warrants exercise | 7,642,631 | ||||
| Series M Warrants [Member] | |||||
| Proceeds of warrants | $ 301,860 | ||||
| Warrants exercise | 129,000 |
Debt (Details Narrative)
| Debt (Details Narrative) | Dec. 07, 2015USD ($)$ / sharesshares | Oct. 07, 2015USD ($)$ / sharesshares | Nov. 10, 2014USD ($) | Mar. 31, 2016USD ($)Numbershares | Dec. 31, 2015USD ($)$ / sharesshares | May 31, 2017USD ($) | May 31, 2016USD ($) | Mar. 31, 2016USD ($)Numbershares | May 31, 2017USD ($) | May 31, 2016USD ($) | Mar. 04, 2015USD ($)$ / sharesshares |
| Debt discount attributable to the relative fair value | $ 3,629,309 | ||||||||||
| Face value of note | $ 3,000,000 | ||||||||||
| Accretion of debt discount | $ (311,727) | $ (683,574) | $ (999,718) | $ (1,967,895) | |||||||
| Interest expense | 79,162 | 78,931 | 231,626 | 233,370 | |||||||
| Additional debt discount | $ 2,476,875 | 1,650,120 | 1,650,120 | ||||||||
| Series J Warrant Member | |||||||||||
| Commom stock purchase | shares | 3,110,378 | ||||||||||
| Commom stock purchase price | $ / shares | $ 1.12 | ||||||||||
| Exercisable date | Nov. 9, 2019 | ||||||||||
| Series K Warrant Member | |||||||||||
| Commom stock purchase | shares | 3,110,378 | ||||||||||
| Commom stock purchase price | $ / shares | $ 1.20 | ||||||||||
| Exercisable date | Nov. 9, 2019 | ||||||||||
| Series I Warrant Member | |||||||||||
| Commom stock purchase | shares | 921,875 | ||||||||||
| Commom stock purchase price | $ / shares | $ 1.37 | ||||||||||
| Convertible Promissory Note [Member] | |||||||||||
| Cash receved | $ 3,000,000 | ||||||||||
| Promissory note annual interest rate | 10.00% | 7.00% | |||||||||
| Loan maturity date | 2,016 | ||||||||||
| common stock conversion price | common stock at a conversion price equal to 85% of the thirty day volume weighted average price of the Companys common stock | ||||||||||
| Series L Warrant Member | |||||||||||
| Commom stock purchase | shares | 500,000 | ||||||||||
| Commom stock purchase price | $ / shares | $ 1.20 | ||||||||||
| Debt discount attributable to the relative fair value | 299,750 | ||||||||||
| Accretion of debt discount | 0 | 56,332 | 74,702 | 114,282 | |||||||
| Additional debt discount | $ 33,000 | ||||||||||
| Series M Warrant Member | |||||||||||
| Commom stock purchase | shares | 275,000 | ||||||||||
| Commom stock purchase price | $ / shares | $ 2.34 | ||||||||||
| Accretion of debt discount | 0 | 56,332 | 74,702 | 114,282 | |||||||
| Bridge Loan One [Member] | |||||||||||
| Cash receved | $ 600,000 | ||||||||||
| Accrued interest rate | 7.00% | ||||||||||
| Interest expense | 12,155 | 11,341 | 35,462 | 33,201 | |||||||
| Default rate | 15.00% | ||||||||||
| Series M Stock Member | |||||||||||
| Commom stock purchase | shares | 100,000 | ||||||||||
| Commom stock purchase price | $ / shares | $ 2.34 | ||||||||||
| Additional debt discount | $ 205,800 | ||||||||||
| Bridge Loan [Member] | |||||||||||
| Cash receved | 550,010 | ||||||||||
| Wire fees | $ 10 | ||||||||||
| Accretion of debt discount | $ 458,777 | 0 | 315,515 | 0 | 458,777 | ||||||
| Interest expense | 0 | 5,077 | 0 | 17,149 | |||||||
| PPM Member | |||||||||||
| Promissory note annual interest rate | 10.00% | ||||||||||
| Commom stock purchase | shares | 529,230 | 529,230 | |||||||||
| Investor received PPM Units | Number | 177 | 177 | |||||||||
| Coverted amount | $ 548,700 | $ 548,700 | |||||||||
| Remaining amount | 18,146 | 18,146 | |||||||||
| inducement expense | $ 36,176 | $ 36,176 | |||||||||
| Investor [Member] | |||||||||||
| common stock conversion price | The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Company's common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Warrant being equal to 60% of the 20 day average closing price of the Company's common stock prior to conversion. If issued, the Warrant included in the Units will be exercisable for a period of five years. | ||||||||||
| 2013 Loan Agreement Member | |||||||||||
| Accretion of debt discount | 311,727 | 311,727 | 925,016 | 1,394,836 | |||||||
| Interest expense | $ 67,006 | $ 62,514 | 195,480 | $ 183,020 | |||||||
| Remaining debt discount | $ 725,104 | ||||||||||
| December 31 2020 Member | Series J [Member] | |||||||||||
| Commom stock purchase | shares | 3,110,378 | ||||||||||
| Additional debt discount | $ 304,817 | ||||||||||
| December 31 2020 Member | Series K [Member] | |||||||||||
| Commom stock purchase | shares | 3,110,378 | ||||||||||
| Additional debt discount | $ 326,590 | ||||||||||
| December 31 2020 Member | Series I [Member] | |||||||||||
| Commom stock purchase | shares | 921,875 | ||||||||||
| Additional debt discount | $ 233,234 | ||||||||||
| December 31 2020 Member | Series N [Member] | |||||||||||
| Commom stock purchase | shares | 767,000 | ||||||||||
| Commom stock purchase price | $ / shares | $ 3.38 | ||||||||||
| fair value of the Series N Warrant, per share | $ / shares | $ 2.102 | ||||||||||
| fair value of the Series N Warrant total | $ 1,612,234 |
Private Placements (Details Nar
| Private Placements (Details Narrative) - USD ($) | 1 Months Ended | ||
| Jun. 20, 2016 | Mar. 31, 2016 | Aug. 31, 2016 | |
| No of PPM units exchange for cash | 441 | ||
| June 2016 Private Placement [Member] | |||
| Self directed shares issued | 937,500 | ||
| Self directed shares issued, per share | $ 3.20 | ||
| Self directed shares issued, amount | $ 3,000,000 | ||
| Exercise price of series Q stock | $ 3.20 | ||
| Maturity date of series Q stock | Jun. 20, 2019 | ||
| Exercise price of series R stock purchase warrant | $ 4 | ||
| Maturity date of series R stock | Jun. 20, 2021 | ||
| Relative fair value of common stock | $ 1,338,000 | ||
| Relative fair value of series Q warrants | 783,000 | ||
| Relative fair value of series R warrants | $ 879,000 | ||
| March 2016 Private Placement [Member] | |||
| Price per PPM unit of series O stock | $ 3.10 | ||
| Net PPM unit price amount | $ 3,100 | ||
| Exercise price of series P stock | $ 3.70 | ||
| Maturity date of series P stock | Apr. 30, 2018 | ||
| No of PPM units issued | 618 | ||
| No of PPM units exchange for cash | 441 | ||
| Proceeds from units in exchange for cash | $ 1,367,100 | ||
| Conversion of units under loan agreement | 177 | ||
| Proceeds from conversion of principal owed | $ 548,700 | ||
| Reset Price | $ 3.10 | ||
| Expiration of reset adjustment | Sep. 30, 2016 | ||
Common Stock and Warrants (Deta
| Common Stock and Warrants (Details) - $ / shares | 12 Months Ended | |
| Aug. 31, 2016 | May 31, 2017 | |
| Shares of Common Stock Issuable from Warrants | 11,586,631 | 3,944,000 |
| Series I [Member] | ||
| Shares of Common Stock Issuable from Warrants | 921,875 | |
| Exercise Price | $ 1.37 | |
| Expiration | Dec. 31, 2020 | |
| Series J [Member] | ||
| Shares of Common Stock Issuable from Warrants | 3,110,378 | |
| Exercise Price | $ 1.12 | |
| Expiration | Dec. 31, 2020 | |
| Series K [Member] | ||
| Shares of Common Stock Issuable from Warrants | 3,110,378 | |
| Exercise Price | $ 1.2 | |
| Expiration | Dec. 31, 2020 | |
| Series L [Member] | ||
| Shares of Common Stock Issuable from Warrants | 500,000 | |
| Exercise Price | $ 1.2 | |
| Expiration | Dec. 7, 2020 | |
| Series M [Member] | ||
| Shares of Common Stock Issuable from Warrants | 375,000 | 375,000 |
| Exercise Price | $ 2.34 | |
| Expiration | Dec. 31, 2020 | |
| Series N [Member] | ||
| Shares of Common Stock Issuable from Warrants | 767,000 | 767,000 |
| Exercise Price | $ 3.38 | |
| Expiration | Dec. 31, 2020 | |
| Series O [Member] | ||
| Shares of Common Stock Issuable from Warrants | 618,000 | 618,000 |
| Exercise Price | $ 3.1 | |
| Expiration | Oct. 31, 2017 | |
| Series P [Member] | ||
| Shares of Common Stock Issuable from Warrants | 309,000 | 309,000 |
| Exercise Price | $ 3.7 | |
| Expiration | Apr. 30, 2018 | |
| Series Q [Member] | ||
| Shares of Common Stock Issuable from Warrants | 937,500 | 937,500 |
| Exercise Price | $ 3.2 | |
| Expiration | Jun. 20, 2019 | |
| Series R [Member] | ||
| Shares of Common Stock Issuable from Warrants | 937,500 | 937,500 |
| Exercise Price | $ 4 | |
| Expiration | Jun. 20, 2021 |
Common Stock and Warrants (De23
| Common Stock and Warrants (Details Narrative) - USD ($) | Jan. 05, 2016 | Nov. 15, 2016 | May 31, 2017 | Aug. 31, 2016 |
| Common stock, par value | $ .001 | $ .001 | ||
| Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
| Common stock, shares issued | 33,881,787 | 28,500,221 | ||
| Common stock, shares outstanding | 33,881,787 | 28,500,221 | ||
| Shares reserved for issuance under 2006 Plan | 3,061,665 | |||
| Cashless exercise options | 130,000 | 556,667 | ||
| Share issued for 2006 Plan to director | 30,000 | 40,000 | ||
| Share issued for director net | 90,000 | 120,000 | ||
| Exercise price of share issued to directors | $ 3.75 | $ 3.28 | ||
| Common stock, shares issued during period | 46,520 | 46,520 | 282,106 | |
| Proceeds from issuence of units | $ 1,367,100 | |||
| No of PPM units exchange for cash | 441 | |||
| Issuance of common stock shares to purchase unit | 441,000 | |||
| Warrant issued under 2013 loan agreement | 2,820,966 | |||
| Convertible debt | $ 3,000,000 | |||
| Series I [Member] | ||||
| Common stock, shares issued | 584,634 | |||
| Description of warrant issued date | Warrant was issued on October 7, 2013, in connection with the 2013 Loan Agreement. On December 31, 2015, as consideration for the Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of the Series I Warrant from October 6, 2018 to December 31, 2020. | |||
| Series J [Member] | ||||
| Common stock, shares issued | 4,293,900 | |||
| Description of warrant issued date | Warrant were issued on November 10, 2014 as a condition to the Investor entering into the 2015 Loan Agreement. On December 31, 2015, as consideration for the Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of the Series J and K Warrants from November 9, 2019 to December 31, 2020. | |||
| Series K [Member] | ||||
| Common stock, shares issued | 4,293,900 | |||
| Description of warrant issued date | Warrant were issued on November 10, 2014 as a condition to the Investor entering into the 2015 Loan Agreement. On December 31, 2015, as consideration for the Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of the Series J and K Warrants from November 9, 2019 to December 31, 2020. | |||
| Series L Warrant Member | ||||
| Common stock, shares issued | 336,512 | |||
| Description of warrant issued date | Warrant was issued on March 4, 2015 in connection with the March 2015 Loan. On December 7, 2015, the expiration date of the Series L Warrant was extended from March 4, 2020 to December 7, 2020. | |||
| Series M [Member] | ||||
| Description of warrant issued date | Warrant, with an exercise price of $2.34, to purchase 275,000 shares of common stock was issued on December 7, 2015 in connection with the December 2015 Loan. A Series M Warrant, with an exercise price of $2.34, to purchase 100,000 shares was issued on December 7, 2015 as an inducement for Creditor to extend the maturity date of the March 2015 Loan from September 4, 2015 to December 21, 2016 | |||
| Series N [Member] | ||||
| Description of warrant issued date | Warrant to purchase 767,000 shares was issued on December 31, 2015 pursuant to the 2015 Second Amended Loan Agreement as an inducement for the Investor to extend the maturity date of the 2013 Note from December 31, 2015 to December 31, 2017. | |||
| Series O [Member] | ||||
| Description of warrant issued date | Warrant were issued in connection with the Offering and the Series Q and Series R Warrants were issued in connection with the June 2016 Private Placement | |||
| Series P [Member] | ||||
| Description of warrant issued date | Warrant were issued in connection with the Offering and the Series Q and Series R Warrants were issued in connection with the June 2016 Private Placement | |||
| June 2016 Private Placement [Member] | ||||
| Proceeds from issuence of units | $ 3,000,000 | |||
| No of PPM units exchange for cash | 937,500 | |||
| Issuance of common stock shares to purchase unit | 937,500 | |||
| Loan Agreement [Member] | ||||
| Principal loan converted | $ 548,700 | |||
| Conversion of units under loan agreement | 177 | |||
| Issuance of common stock shares to purchase unit | 177,000 |
Stock Options (Details)
| Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
| May 31, 2017 | Aug. 31, 2016 | |
| Stock Options Details | ||
| Expected dividend yield | ||
| Expected stock price volatility | 81.00% | 82.00% |
| Risk-free interest rate | 2.03% | 2.06% |
| Expected term (in years) | 7 years 8 months 12 days | 7 years 8 months 12 days |
| Exercise price | $ 3.28 | $ 3.46 |
| Weighted-average grant date fair-value | $ 2.48 | $ 2.64 |
Stock Options (Details 1)
| Stock Options (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
| May 31, 2017 | Aug. 31, 2016 | |
| Number of Options | ||
| Outstanding Beginning | 720,001 | 1,267,502 |
| Grants | 35,000 | 65,000 |
| Forfeitures | (55,834) | |
| Exercises | (130,000) | (556,667) |
| Outstanding Ending | 625,001 | 720,001 |
| Exercisable Ending | 187,501 | |
| Available for grant Ending | 3,591,484 | |
| Weighted Average Exercise Price ($) | ||
| Weighted-average exercise price Beginning | $ 3.06 | $ 2.68 |
| Grants | 3.28 | 3.46 |
| Forfeitures | 3.23 | |
| Exercises | 2.62 | 2.22 |
| Weighted-average exercise price Ending | 3.16 | $ 3.06 |
| Exercisable Ending | $ 3.68 | |
| Weighted Average Remaining Contractual Term | ||
| Outstanding Ending | 6 years 7 months 24 days | |
| Exercisable Ending | 6 years 1 month 28 days | |
| Aggregate Intrinsic Value ($) | ||
| Outstanding Ending | $ 69,500 | |
| Exercisable Ending | $ 29,500 |
Stock Options (Details 2)
| Stock Options (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
| May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
| Stock Compensation Expense: | ||||
| SG&A | $ 22,867 | $ 46,680 | $ 102,589 | $ 173,898 |
| R&D | 11,695 | 18,700 | 68,935 | 78,657 |
| Total | $ 34,562 | $ 65,380 | $ 171,524 | $ 252,555 |
Stock Options (Details 3)
| Stock Options (Details 3) - $ / shares | 9 Months Ended | ||
| May 31, 2017 | Aug. 31, 2016 | Aug. 31, 2015 | |
| Number of Shares Subject to Outstanding Options | 625,001 | 720,001 | 1,267,502 |
| Weighted average contractural life (years) | 6 years 7 months 24 days | ||
| Weighted-average exercise price | $ 3.16 | $ 3.06 | $ 2.68 |
| Number of Shares Subject to options exercisable | 187,501 | ||
| Weighted average contractural life (years) of options exercisable | 6 years 1 month 28 days | ||
| Weighted-average exercise price of options exercisable | $ 3.68 | ||
| $0.80 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 5,000 | ||
| Weighted average contractural life (years) | 5 years 6 months 22 days | ||
| Weighted-average exercise price | $ 0.8 | ||
| Number of Shares Subject to options exercisable | 5,000 | ||
| Weighted average contractural life (years) of options exercisable | 5 years 6 months 22 days | ||
| Weighted-average exercise price of options exercisable | $ 0.8 | ||
| $1.40 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 5,000 | ||
| Weighted average contractural life (years) | 7 years 6 months 18 days | ||
| Weighted-average exercise price | $ 1.4 | ||
| Number of Shares Subject to options exercisable | 5,000 | ||
| Weighted average contractural life (years) of options exercisable | 7 years 6 months 18 days | ||
| Weighted-average exercise price of options exercisable | $ 1.4 | ||
| $2.50 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 10,000 | ||
| Weighted average contractural life (years) | 3 years 10 months 6 days | ||
| Weighted-average exercise price | $ 2.5 | ||
| Number of Shares Subject to options exercisable | 10,000 | ||
| Weighted average contractural life (years) of options exercisable | 3 years 10 months 6 days | ||
| Weighted-average exercise price of options exercisable | $ 2.5 | ||
| $2.90 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 455,000 | ||
| Weighted average contractural life (years) | 6 years 7 months 28 days | ||
| Weighted-average exercise price | $ 2.9 | ||
| Number of Shares Subject to options exercisable | 55,000 | ||
| Weighted average contractural life (years) of options exercisable | 6 years 7 months 28 days | ||
| Weighted-average exercise price of options exercisable | $ 2.9 | ||
| $3.28 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 35,000 | ||
| Weighted average contractural life (years) | 9 years 5 months 16 days | ||
| Weighted-average exercise price | $ 3.28 | ||
| Number of Shares Subject to options exercisable | 17,500 | ||
| Weighted average contractural life (years) of options exercisable | 9 years 5 months 16 days | ||
| Weighted-average exercise price of options exercisable | $ 3.28 | ||
| $3.46 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 65,000 | ||
| Weighted average contractural life (years) | 8 years 7 months 6 days | ||
| Weighted-average exercise price | $ 3.46 | ||
| Number of Shares Subject to options exercisable | 45,000 | ||
| Weighted average contractural life (years) of options exercisable | 8 years 7 months 6 days | ||
| Weighted-average exercise price of options exercisable | $ 3.46 | ||
| $4.98 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 16,667 | ||
| Weighted average contractural life (years) | 9 months 11 days | ||
| Weighted-average exercise price | $ 4.98 | ||
| Number of Shares Subject to options exercisable | 16,667 | ||
| Weighted average contractural life (years) of options exercisable | 9 months 11 days | ||
| Weighted-average exercise price of options exercisable | $ 4.98 | ||
| $5.94 Per Share [Member] | |||
| Number of Shares Subject to Outstanding Options | 33,334 | ||
| Weighted average contractural life (years) | 3 years 6 months 25 days | ||
| Weighted-average exercise price | $ 5.94 | ||
| Number of Shares Subject to options exercisable | 33,334 | ||
| Weighted average contractural life (years) of options exercisable | 3 years 6 months 25 days | ||
| Weighted-average exercise price of options exercisable | $ 5.94 |
Stock Options (Details Narrativ
| Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
| Nov. 15, 2016 | May 31, 2017 | Aug. 31, 2016 | |
| Stock option available for grant shares | 3,591,484 | ||
| Stock option exercise | 130,000 | ||
| Closing stock option exercise price | $ 3 | ||
| Stock option outstanding | 475,000 | ||
| Stock options granted | 35,000 | ||
| Stock options exercise price | $ 3.28 | ||
| Stock based compensation unrecognized | $ 60,921 | ||
| Expected period for recognition | 1 year 6 months | ||
| Common stock, shares issued during period | 46,520 | 46,520 | 282,106 |
| Aggregate intrinsic value of options | $ 186,500 | ||
| 2006 Incentive Stock Option Plan [Member] | |||
| Stock option approved | 5,000,000 | ||
| Stock option available for grant shares | 3,591,484 | ||
| Stock option exercise | 1,013,334 |
Net Loss Per Share (Details)
| Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
| May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | Aug. 31, 2016 | |
| Numerator: | |||||
| Loss available to common stockholders' | $ (1,202,337) | $ (2,099,885) | $ (4,211,138) | $ (5,232,917) | $ (4,637,313) |
| Denominator: | |||||
| Weighted average number of common shares outstanding | 33,810,348 | 27,427,913 | 30,347,594 | 26,957,191 | |
| Basic and diluted EPS | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.19) | |
| The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | |||||
| Stock options | 625,001 | 720,001 | 625,001 | 720,001 | |
| Warrants | 3,944,000 | 11,586,631 | 3,944,000 | 11,586,631 | |
| Convertible debt | 2,820,966 | 2,631,845 | 2,820,966 | 2,631,845 | |
| Warrants issuable upon conversion of debt (See "NOTE 2 - Debt" above) | 2,820,966 | 2,631,845 | 2,820,966 | 2,631,845 | |
| Total shares not included in the computation of diluted losses per share | 10,210,933 | 17,570,322 | 10,210,933 | 17,570,322 | |
Related Party Transactions (Det
| Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
| May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | Mar. 02, 2017 | Aug. 31, 2016 | |
| Increase (decrease) in related party payable | $ 19,599 | |||||
| Principal amount | 18,146 | |||||
| Accrued interest | $ 1,453 | |||||
| Warrants Purchase | 7,642,631 | |||||
| Issuance of common stock | 33,881,787 | 33,881,787 | 28,500,221 | |||
| Series I [Member] | ||||||
| Warrants Purchase | 921,875 | |||||
| Issuance of common stock | 584,634 | 584,634 | ||||
| Series J [Member] | ||||||
| Warrants Purchase | 3,110,378 | |||||
| Issuance of common stock | 4,293,900 | 4,293,900 | ||||
| Series K [Member] | ||||||
| Warrants Purchase | 3,110,378 | |||||
| Issuance of common stock | 4,293,900 | 4,293,900 | ||||
| Series L [Member] | ||||||
| Warrants Purchase | 500,000 | |||||
| Issuance of common stock | 5,215,046 | |||||
| Satterlee [Member] | ||||||
| Owed amount included in accounts payable | $ 86,138 | $ 86,138 | ||||
| Sierchio [Member] | ||||||
| Legal services | $ 101,138 | $ 73,730 | $ 252,693 | $ 221,324 | ||
Subsequent Events (Details Narr
| Subsequent Events (Details Narrative) - USD ($) | Jul. 07, 2017 | Jun. 27, 2017 | Jun. 15, 2017 | May 31, 2017 | May 31, 2016 | Aug. 31, 2016 | Mar. 02, 2017 |
| Exercise of warrants | 7,642,631 | ||||||
| Common stock shares issued | 33,881,787 | 28,500,221 | |||||
| Stock compensation (Monthly) | $ 565,124 | $ 590,056 | |||||
| Stock option grants | 35,000 | 65,000 | |||||
| Subsequent Event [Member] | |||||||
| Common stock shares issued | 21,128 | ||||||
| Stock compensation (Monthly) | $ 26,000 | ||||||
| Stock option grants | 1,500,000 | ||||||
| Subsequent Event [Member] | Series M [Member] | Investor [Member] | |||||||
| Exercise of warrants | 107,000 | 22,000 | |||||
| Common stock shares issued | 107,000 | 22,000 | |||||
| Proceeds from issuance of common stock | $ 250,380 | $ 51,480 |