Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Aug. 31, 2013 | Oct. 11, 2013 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Aug-13 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PRTX | |
Entity Common Stock, Shares Outstanding | 28,296,180 | |
Entity Registrant Name | PROTALEX INC | |
Entity Central Index Key | 1099215 | |
Current Fiscal Year End Date | -26 | |
Entity Filer Category | Smaller Reporting Company |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Aug. 31, 2013 | 31-May-13 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $2,018,645 | $2,457,046 |
Prepaid expenses | 17,204 | 42,320 |
Total current assets | 2,035,849 | 2,499,366 |
OTHER ASSETS: | ||
Intellectual technology property, net of accumulated amortization of $13,323 and $13,068 as of August 31, 2013 and May 31, 2013, respectively | 6,212 | 6,467 |
Total other assets | 6,212 | 6,467 |
Total Assets | 2,042,061 | 2,505,833 |
CURRENT LIABILITIES: | ||
Accounts payable | 303,547 | 671,738 |
Accrued expenses | 137,750 | 62,517 |
Current portion - long term debt, related party, | 2,085,833 | 4,210,833 |
Total current liabilities | 2,527,130 | 4,945,088 |
LONG TERM LIABILITIES: | ||
Senior Secured Note - related party | 7,000,000 | 6,000,000 |
Senior Secured Note Accrued Interest - related party | 103,950 | 57,616 |
Total liabilities | 9,631,080 | 11,002,704 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value $0.00001, 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, par value $0.00001, 100,000,000 shares authorized; 28,296,180 and 18,926,615 shares issued and outstanding, respectively | 283 | 189 |
Additional paid in capital | 55,657,994 | 53,237,993 |
Deficit accumulated during the development stage | -63,247,296 | -61,735,053 |
Total stockholders’ equity (deficit) | -7,589,019 | -8,496,871 |
Total liabilities and stockholders’ equity (deficit) | $2,042,061 | $2,505,833 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 2013 | 31-May-13 |
Intellectual technology property, accumulated amortization | $13,323 | $13,068 |
Preferred stock, par value | $0.00 | $0.00 |
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 | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,296,180 | 18,926,615 |
Common stock, shares outstanding | 28,296,180 | 18,926,615 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 167 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Revenues | $0 | $0 | $0 |
Operating Expenses | |||
Research and development (including depreciation and amortization) | 933,118 | 675,028 | 37,308,613 |
Administrative (including depreciation and amortization) | 372,759 | 314,127 | 20,187,194 |
Professional fees | 129,777 | 126,611 | 5,201,379 |
Depreciation and amortization | 255 | 255 | 183,221 |
Operating loss | -1,435,909 | -1,116,021 | -62,880,407 |
Other income (expense) | |||
Interest income | 1 | 24 | 2,211,848 |
Interest expense | -76,335 | -248,975 | -2,578,737 |
Net loss | ($1,512,243) | ($1,364,972) | ($63,247,296) |
Weighted average number of common shares outstanding | 19,338,464 | 18,926,615 | |
Loss per common share - basic and diluted | ($0.08) | ($0.07) |
CONDENSED_STATEMENT_OF_CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 167 Months Ended | ||||||||||||
Aug. 31, 2013 | 31-May-00 | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 | 31-May-09 | 31-May-08 | 31-May-07 | 31-May-06 | 31-May-05 | 31-May-04 | 31-May-03 | 31-May-02 | 31-May-01 | Aug. 31, 2013 | |
August 13, 2001 - Contribution by stockholders | $143,569 | |||||||||||||||
Record beneficial conversion value attached to senior secured convertible debt | 1,616,667 | 521,793 | ||||||||||||||
Warrants exercised | 300,374 | 786,538 | ||||||||||||||
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 | 0 | |||||||||||||||
Purchase of common stock from stockholder | -8,333 | -91,667 | ||||||||||||||
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share | 300 | |||||||||||||||
June 1, 2006 - May 31, 2007 - stock options exercised | 15,200 | |||||||||||||||
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization | -250,000 | |||||||||||||||
Common stock issued | 2,155,000 | 1,037,500 | 2,000,000 | 1,102,000 | 425,000 | |||||||||||
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 | -300,000 | |||||||||||||||
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts | 0 | |||||||||||||||
May 31, 2004 - reclassify common stock contra to common stock | 0 | |||||||||||||||
November 26, 2001 - options issued to board member | 133,000 | |||||||||||||||
May 31, 2001 - Forgiveness of debt owed to stockholder | 40,000 | |||||||||||||||
Net loss | -1,512,243 | -250,689 | -6,280,234 | -4,444,584 | -3,357,882 | -3,067,842 | -7,230,206 | -10,490,758 | -8,451,942 | -6,104,402 | -5,567,729 | -2,989,364 | -1,665,090 | -1,280,465 | -553,866 | -63,247,296 |
Ending balance | -7,589,019 | 346,655 | -8,496,871 | -3,123,614 | 491,826 | 1,070,819 | 1,281,127 | 7,758,065 | 17,237,798 | 9,329,595 | 8,606,813 | 8,996,388 | 243,570 | 355,893 | 257,789 | -7,589,019 |
Employee | ||||||||||||||||
Share based compensation | 265,095 | |||||||||||||||
November 30, 2004 - adjust March 1, 2004 common stock issued to employee | -20,000 | |||||||||||||||
Board Members, Employees and Consultants | ||||||||||||||||
Share based compensation | 753,268 | 1,011,025 | 1,826,850 | |||||||||||||
Compensation related to stock options issued | 404,679 | 308,711 | 448,096 | 287,343 | ||||||||||||
Private Placement | ||||||||||||||||
Common stock issued | 14,217,721 | |||||||||||||||
Employees and Debt Holders | ||||||||||||||||
Share based compensation | 906,977 | 829,144 | 124,722 | 335,741 | ||||||||||||
Issuance During Period 1st | ||||||||||||||||
Common stock issued | 25,000 | 1,263,000 | ||||||||||||||
Issuance During Period 1st | President | ||||||||||||||||
Common stock issued | 16,418 | |||||||||||||||
Issuance During Period 1st | Employee | ||||||||||||||||
Common stock issued | 100,000 | 38,250 | ||||||||||||||
Issuance During Period 2nd | ||||||||||||||||
Common stock issued | 165,400 | |||||||||||||||
Issuance During Period 2nd | President | ||||||||||||||||
Common stock issued | 82,841 | |||||||||||||||
Issuance During Period 2nd | Employee | ||||||||||||||||
Common stock issued | 25,000 | |||||||||||||||
Issuance During Period 2nd | Private Placement | ||||||||||||||||
Common stock issued | 4,851,193 | 11,356,063 | ||||||||||||||
Issuance During Period 3rd | Legal Service | ||||||||||||||||
Common stock issued | 15,000 | |||||||||||||||
Issuance During Period 3rd | Employee | ||||||||||||||||
Common stock issued | 11,250 | |||||||||||||||
Issuance During Period 3rd | Private Placement | ||||||||||||||||
Common stock issued | 5,510,967 | |||||||||||||||
Issuance During Period 3rd | Terminated Employee | ||||||||||||||||
Common stock issued | 102,438 | |||||||||||||||
Issuance During Period 4th | ||||||||||||||||
Common stock issued | 640,000 | |||||||||||||||
Issuance During Period 4th | Employee | ||||||||||||||||
Common stock issued | 127,500 | |||||||||||||||
Issuance During Period 5th | Interest Due | ||||||||||||||||
Common stock issued | 1,644 | |||||||||||||||
Common Stock | ||||||||||||||||
August 13, 2001 - Contribution by stockholders | 0 | |||||||||||||||
August 13, 2001 - Contribution by stockholders (in shares) | 0 | |||||||||||||||
Record beneficial conversion value attached to senior secured convertible debt | 0 | 0 | ||||||||||||||
Warrants exercised (in shares) | 26,700 | 70,320 | ||||||||||||||
Warrants exercised | 0 | 1 | ||||||||||||||
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 | -14,702,070 | |||||||||||||||
Purchase of common stock from stockholder (in shares) | -2,419 | -26,191 | ||||||||||||||
Purchase of common stock from stockholder | -8,333 | -91,667 | ||||||||||||||
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share (in shares) | 2,000 | |||||||||||||||
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share | 300 | |||||||||||||||
June 1, 2006 - May 31, 2007 - stock options exercised (in shares) | 1,200 | |||||||||||||||
June 1, 2006 - May 31, 2007 - stock options exercised | 0 | |||||||||||||||
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 (in shares) | -598,961 | |||||||||||||||
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization (In Shares) | 0 | |||||||||||||||
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization | 0 | |||||||||||||||
Common stock issued (in shares) | 9,369,565 | 4,510,870 | 8,695,652 | 176,320 | 85,000 | |||||||||||
Common stock issued | 94 | 45 | 87 | 1,102,000 | 425,000 | |||||||||||
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 | -300,000 | |||||||||||||||
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts (in shares) | 1,794,493 | |||||||||||||||
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts | 118,547 | |||||||||||||||
May 31, 2004 - reclassify common stock contra to common stock (in shares) | 0 | |||||||||||||||
May 31, 2004 - reclassify common stock contra to common stock | -368,547 | |||||||||||||||
November 26, 2001 - options issued to board member | 0 | |||||||||||||||
May 31, 2001 - Forgiveness of debt owed to stockholder (in shares) | 0 | |||||||||||||||
May 31, 2001 - Forgiveness of debt owed to stockholder | 0 | |||||||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Ending balance (in shares) | 28,296,180 | 2,036,728 | 18,926,615 | 18,926,615 | 18,926,615 | 14,415,745 | 5,720,093 | 5,720,093 | 5,720,093 | 4,477,990 | 3,878,644 | 3,356,887 | 2,449,591 | 2,298,048 | 2,121,728 | 28,296,180 |
Ending balance | 283 | 965,891 | 189 | 189 | 189 | 144 | 57 | 57 | 57 | 45 | 39 | 14,683,854 | 3,758,315 | 2,492,891 | 1,390,891 | 283 |
Common Stock | Employee | ||||||||||||||||
Share based compensation (in shares) | 0 | |||||||||||||||
Share based compensation | 0 | |||||||||||||||
November 30, 2004 - adjust March 1, 2004 common stock issued to employee (in shares) | 0 | |||||||||||||||
November 30, 2004 - adjust March 1, 2004 common stock issued to employee | -20,000 | |||||||||||||||
Common Stock | Board Members, Employees and Consultants | ||||||||||||||||
Share based compensation (in shares) | 0 | 0 | 0 | |||||||||||||
Share based compensation | 0 | 0 | 0 | |||||||||||||
Compensation related to stock options issued | 0 | 0 | 0 | 0 | ||||||||||||
Common Stock | Private Placement | ||||||||||||||||
Common stock issued (in shares) | 1,214,203 | |||||||||||||||
Common stock issued | 12 | |||||||||||||||
Common Stock | Employees and Debt Holders | ||||||||||||||||
Share based compensation (in shares) | 0 | 0 | 0 | 0 | ||||||||||||
Share based compensation | 0 | 0 | 0 | 0 | ||||||||||||
Common Stock | Issuance During Period 1st | ||||||||||||||||
Common stock issued (in shares) | 17 | 168,400 | ||||||||||||||
Common stock issued | 25,000 | 1,263,000 | ||||||||||||||
Common Stock | Issuance During Period 1st | President | ||||||||||||||||
Common stock issued (in shares) | 1,667 | |||||||||||||||
Common stock issued | 16,418 | |||||||||||||||
Common Stock | Issuance During Period 1st | Employee | ||||||||||||||||
Common stock issued (in shares) | 8,000 | 3,000 | ||||||||||||||
Common stock issued | 0 | 38,250 | ||||||||||||||
Common Stock | Issuance During Period 2nd | ||||||||||||||||
Common stock issued (in shares) | 91,889 | |||||||||||||||
Common stock issued | 165,400 | |||||||||||||||
Common Stock | Issuance During Period 2nd | President | ||||||||||||||||
Common stock issued (in shares) | 8,334 | |||||||||||||||
Common stock issued | 82,841 | |||||||||||||||
Common Stock | Issuance During Period 2nd | Employee | ||||||||||||||||
Common stock issued (in shares) | 2,000 | |||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock | Issuance During Period 2nd | Private Placement | ||||||||||||||||
Common stock issued (in shares) | 518,757 | 1,489,129 | ||||||||||||||
Common stock issued | 5 | 11,356,063 | ||||||||||||||
Common Stock | Issuance During Period 3rd | Legal Service | ||||||||||||||||
Common stock issued (in shares) | 20,000 | |||||||||||||||
Common stock issued | 15,000 | |||||||||||||||
Common Stock | Issuance During Period 3rd | Employee | ||||||||||||||||
Common stock issued (in shares) | 1,000 | |||||||||||||||
Common stock issued | 11,250 | |||||||||||||||
Common Stock | Issuance During Period 3rd | Private Placement | ||||||||||||||||
Common stock issued (in shares) | 519,026 | |||||||||||||||
Common stock issued | 5 | |||||||||||||||
Common Stock | Issuance During Period 3rd | Terminated Employee | ||||||||||||||||
Common stock issued (in shares) | 7,880 | |||||||||||||||
Common stock issued | 102,438 | |||||||||||||||
Common Stock | Issuance During Period 4th | ||||||||||||||||
Common stock issued (in shares) | 128,000 | |||||||||||||||
Common stock issued | 640,000 | |||||||||||||||
Common Stock | Issuance During Period 4th | Employee | ||||||||||||||||
Common stock issued (in shares) | 10,000 | |||||||||||||||
Common stock issued | 127,500 | |||||||||||||||
Common Stock | Issuance During Period 5th | Interest Due | ||||||||||||||||
Common stock issued (in shares) | 329 | |||||||||||||||
Common stock issued | 1,644 | |||||||||||||||
Additional Paid in Capital | ||||||||||||||||
August 13, 2001 - Contribution by stockholders | 143,569 | |||||||||||||||
Record beneficial conversion value attached to senior secured convertible debt | 1,616,667 | 521,793 | ||||||||||||||
Warrants exercised | 300,374 | 786,537 | ||||||||||||||
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 | 14,702,070 | |||||||||||||||
Purchase of common stock from stockholder | 0 | 0 | ||||||||||||||
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share | 0 | |||||||||||||||
June 1, 2006 - May 31, 2007 - stock options exercised | 15,200 | |||||||||||||||
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization | 0 | |||||||||||||||
Common stock issued | 2,154,906 | 1,037,455 | 1,999,913 | 0 | 0 | |||||||||||
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 | 0 | |||||||||||||||
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts | 0 | |||||||||||||||
May 31, 2004 - reclassify common stock contra to common stock | 0 | |||||||||||||||
November 26, 2001 - options issued to board member | 133,000 | |||||||||||||||
May 31, 2001 - Forgiveness of debt owed to stockholder | 40,000 | |||||||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Ending balance | 55,657,994 | 0 | 53,237,993 | 52,331,016 | 51,501,872 | 48,723,028 | 45,865,581 | 45,112,313 | 44,101,288 | 27,741,155 | 20,913,977 | 1,052,008 | 603,912 | 316,569 | 40,000 | 55,657,994 |
Additional Paid in Capital | Employee | ||||||||||||||||
Share based compensation | 265,095 | |||||||||||||||
November 30, 2004 - adjust March 1, 2004 common stock issued to employee | 0 | |||||||||||||||
Additional Paid in Capital | Board Members, Employees and Consultants | ||||||||||||||||
Share based compensation | 753,268 | 1,011,025 | 1,826,850 | |||||||||||||
Compensation related to stock options issued | 404,679 | 308,711 | 448,096 | 287,343 | ||||||||||||
Additional Paid in Capital | Private Placement | ||||||||||||||||
Common stock issued | 14,217,709 | |||||||||||||||
Additional Paid in Capital | Employees and Debt Holders | ||||||||||||||||
Share based compensation | 906,977 | 829,144 | 124,722 | 335,741 | ||||||||||||
Additional Paid in Capital | Issuance During Period 1st | ||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||
Additional Paid in Capital | Issuance During Period 1st | President | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 1st | Employee | ||||||||||||||||
Common stock issued | 100,000 | 0 | ||||||||||||||
Additional Paid in Capital | Issuance During Period 2nd | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 2nd | President | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 2nd | Employee | ||||||||||||||||
Common stock issued | 25,000 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 2nd | Private Placement | ||||||||||||||||
Common stock issued | 4,851,188 | 0 | ||||||||||||||
Additional Paid in Capital | Issuance During Period 3rd | Legal Service | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 3rd | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 3rd | Private Placement | ||||||||||||||||
Common stock issued | 5,510,962 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 3rd | Terminated Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 4th | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 4th | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Additional Paid in Capital | Issuance During Period 5th | Interest Due | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | ||||||||||||||||
August 13, 2001 - Contribution by stockholders | 0 | |||||||||||||||
Record beneficial conversion value attached to senior secured convertible debt | 0 | 0 | ||||||||||||||
Warrants exercised | 0 | 0 | ||||||||||||||
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 | 0 | |||||||||||||||
Purchase of common stock from stockholder | 0 | 0 | ||||||||||||||
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share | 0 | |||||||||||||||
June 1, 2006 - May 31, 2007 - stock options exercised | 0 | |||||||||||||||
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization | -250,000 | |||||||||||||||
Common stock issued | 0 | 0 | 0 | 0 | 0 | |||||||||||
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 | 0 | |||||||||||||||
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts | -118,547 | |||||||||||||||
May 31, 2004 - reclassify common stock contra to common stock | 368,547 | |||||||||||||||
November 26, 2001 - options issued to board member | 0 | |||||||||||||||
May 31, 2001 - Forgiveness of debt owed to stockholder | 0 | |||||||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Ending balance | 0 | -368,547 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -368,547 | -368,547 | -368,547 | 0 |
Common Stock- Contra | Employee | ||||||||||||||||
Share based compensation | 0 | |||||||||||||||
November 30, 2004 - adjust March 1, 2004 common stock issued to employee | 0 | |||||||||||||||
Common Stock- Contra | Board Members, Employees and Consultants | ||||||||||||||||
Share based compensation | 0 | 0 | 0 | |||||||||||||
Compensation related to stock options issued | 0 | 0 | 0 | 0 | ||||||||||||
Common Stock- Contra | Private Placement | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Employees and Debt Holders | ||||||||||||||||
Share based compensation | 0 | 0 | 0 | 0 | ||||||||||||
Common Stock- Contra | Issuance During Period 1st | ||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||
Common Stock- Contra | Issuance During Period 1st | President | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 1st | Employee | ||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||
Common Stock- Contra | Issuance During Period 2nd | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 2nd | President | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 2nd | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 2nd | Private Placement | ||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||
Common Stock- Contra | Issuance During Period 3rd | Legal Service | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 3rd | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 3rd | Private Placement | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 3rd | Terminated Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 4th | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 4th | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Common Stock- Contra | Issuance During Period 5th | Interest Due | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | ||||||||||||||||
August 13, 2001 - Contribution by stockholders | 0 | |||||||||||||||
Record beneficial conversion value attached to senior secured convertible debt | 0 | 0 | ||||||||||||||
Warrants exercised | 0 | 0 | ||||||||||||||
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 | 0 | |||||||||||||||
Purchase of common stock from stockholder | 0 | 0 | ||||||||||||||
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share | 0 | |||||||||||||||
June 1, 2006 - May 31, 2007 - stock options exercised | 0 | |||||||||||||||
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization | 0 | |||||||||||||||
Common stock issued | 0 | 0 | 0 | 0 | 0 | |||||||||||
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 | 0 | |||||||||||||||
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts | 0 | |||||||||||||||
May 31, 2004 - reclassify common stock contra to common stock | 0 | |||||||||||||||
November 26, 2001 - options issued to board member | 0 | |||||||||||||||
May 31, 2001 - Forgiveness of debt owed to stockholder | 0 | |||||||||||||||
Net loss | -1,512,243 | -250,689 | -6,280,234 | -4,444,584 | -3,357,882 | -3,067,842 | -7,230,206 | -10,490,758 | -8,451,942 | -6,104,402 | -5,567,729 | -2,989,364 | -1,665,090 | -1,280,465 | -553,866 | |
Ending balance | -63,247,296 | -250,689 | -61,735,053 | -55,454,819 | -51,010,235 | -47,652,353 | -44,584,511 | -37,354,305 | -26,863,547 | -18,411,605 | -12,307,203 | -6,739,474 | -3,750,110 | -2,085,020 | -804,555 | -63,247,296 |
Deficit Accumulated During The Development Stage | Employee | ||||||||||||||||
Share based compensation | 0 | |||||||||||||||
November 30, 2004 - adjust March 1, 2004 common stock issued to employee | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Board Members, Employees and Consultants | ||||||||||||||||
Share based compensation | 0 | 0 | 0 | |||||||||||||
Compensation related to stock options issued | 0 | 0 | 0 | 0 | ||||||||||||
Deficit Accumulated During The Development Stage | Private Placement | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Employees and Debt Holders | ||||||||||||||||
Share based compensation | 0 | 0 | 0 | 0 | ||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 1st | ||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 1st | President | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 1st | Employee | ||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 2nd | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 2nd | President | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 2nd | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 2nd | Private Placement | ||||||||||||||||
Common stock issued | 0 | 0 | ||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Legal Service | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Private Placement | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Terminated Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 4th | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 4th | Employee | ||||||||||||||||
Common stock issued | 0 | |||||||||||||||
Deficit Accumulated During The Development Stage | Issuance During Period 5th | Interest Due | ||||||||||||||||
Common stock issued | $0 |
CONDENSED_STATEMENT_OF_CHANGES1
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Aug. 31, 2013 | 31-May-00 | 31-May-11 | 31-May-10 | 31-May-04 | 31-May-03 | 31-May-02 | 31-May-01 | 31-May-00 | 31-May-03 | 31-May-00 | 31-May-00 | 31-May-00 | 31-May-00 | 31-May-04 | 31-May-05 | 31-May-03 | 31-May-06 | 31-May-06 | 31-May-05 | 31-May-03 | 31-May-04 | 31-May-07 | 31-May-04 | 31-May-06 | 31-May-04 | |
Issuance During Period 1st | Issuance During Period 1st | Issuance During Period 2nd | Issuance During Period 4th | Legal Service | Interest Due | President | President | President | Employee | Employee | Employee | Employee | Employee | Private Placement | Private Placement | Private Placement | Terminated Employee | |||||||||
Issuance During Period 3rd | Issuance During Period 5th | Issuance During Period 1st | Issuance During Period 2nd | Issuance During Period 2nd | Issuance During Period 1st | Issuance During Period 2nd | Issuance During Period 2nd | Issuance During Period 3rd | Issuance During Period 4th | Issuance During Period 2nd | Issuance During Period 3rd | Issuance During Period 3rd | ||||||||||||||
Common Stock issued, per share | $0.15 | $0.23 | $6.25 | $5 | $7.50 | $1.80 | $5 | $9.75 | $12.75 | $12.75 | $12.50 | $8.50 | $11.25 | $13 | ||||||||||||
Common Stock issued, issuance start date | 18-Nov-99 | 1-May-00 | 15-Jan-03 | |||||||||||||||||||||||
Common Stock issued, issuance date | 27-Aug-13 | 17-Sep-99 | 11-Feb-11 | 11-Nov-09 | 7-Nov-01 | 7-Dec-00 | 27-Oct-99 | 5-Jul-02 | 1-Jan-00 | 27-May-00 | 15-Jun-03 | 25-May-05 | 23-Aug-05 | 19-Oct-05 | 13-Jan-05 | 14-May-03 | 1-Mar-04 | 7-Jul-06 | 18-Sep-03 | 30-Dec-05 | 12-Dec-03 | |||||
Common Stock issued, issuance end date | 7-Feb-00 | 27-May-00 | 15-May-03 | |||||||||||||||||||||||
Common stock shares repurchased, per share | $3.50 | |||||||||||||||||||||||||
Common stock shares repurchased, start date | 1-Jul-02 | |||||||||||||||||||||||||
Common stock shares repurchased, end date | 1-May-03 | |||||||||||||||||||||||||
Common stock shares repurchased, date | 15-Jun-03 | |||||||||||||||||||||||||
Common stock shares repurchased and retired, date | 19-Sep-03 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 167 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($1,512,243) | ($1,364,972) | ($63,247,296) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities | |||
(Gain) on disposal of equipment, net | 0 | 0 | -81,544 |
Depreciation and amortization | 255 | 234,313 | 1,971,395 |
Equity based expense | 265,095 | 195,997 | 8,859,066 |
(Increase)/decrease in: | |||
Prepaid expenses and deposits | 25,116 | 24,036 | -25,194 |
Increase/(decrease) in: | |||
Accounts payable and accrued expenses | -216,624 | -222,004 | 1,191,584 |
Net cash and cash equivalents used in operating activities | -1,438,401 | -1,132,630 | -51,331,989 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of intellectual technology license - fee portion | 0 | 0 | -20,000 |
Refund of security deposits | 0 | 0 | 7,990 |
Acquisition of equipment | 0 | 0 | -905,936 |
Excess of amounts paid for public shell over assets acquired to be accounted for as a recapitalization | 0 | 0 | -250,000 |
Proceeds from disposal of equipment | 0 | 0 | 229,135 |
Net cash and cash equivalents used in investing activities | 0 | 0 | -938,811 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from stock issuance, including options and warrants exercised | 0 | 0 | 42,658,458 |
Principal payment on equipment notes payable and capital leases | 0 | 0 | -295,411 |
Contribution by stockholders | 0 | 0 | 183,569 |
Principal payment on note payable to individuals | 0 | 0 | -225,717 |
Issuance of note payable to individuals | 1,000,000 | 1,000,000 | 12,368,546 |
Acquisition of common stock | 0 | 0 | -400,000 |
Net cash and cash equivalents provided by financing activities | 1,000,000 | 1,000,000 | 54,289,445 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -438,401 | -132,630 | 2,018,645 |
Cash and cash equivalents, beginning of period | 2,457,046 | 190,395 | 0 |
Cash and cash equivalents, ending of period | 2,018,645 | 57,765 | 2,018,645 |
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: | |||
Interest paid | 0 | 0 | 66,770 |
Taxes paid | 0 | 0 | 100 |
NON-CASH FINANCING ACTIVITIES: | |||
Conversion of debt for equity | $2,155,000 | $0 | $3,192,500 |
ORGANIZATION_AND_BUSINESS_ACTI
ORGANIZATION AND BUSINESS ACTIVITIES | 3 Months Ended |
Aug. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS ACTIVITIES | NOTE 1. ORGANIZATION AND BUSINESS ACTIVITIES |
Protalex, Inc., a Delaware corporation, (“we,” “us,” “our,” the “Company” or “its”) is a development stage company focused on the development of a class of biopharmaceutical drugs for treating autoimmune inflammatory diseases including rheumatoid arthritis(RA). Its lead product, PRTX-100, is a formulation of highly-purified form of staphylococcal protein A, which is an immune modulating protein produced by bacteria. | |
The Company maintains an administrative office in Summit, New Jersey and currently outsources all of its product development and regulatory activities, including clinical trial activities, manufacturing and laboratory operations to third-party contract research organizations and facilities. | |
In April 2009, the Company ceased all operations and terminated all employees in light of insufficient funds to continue its clinical trials and related product development. The Company’s business was dormant until new management took control of its operations in November 2009 following the change in control transaction more fully described below. The Company is currently actively pursuing the commercial development of PRTX-100 for the treatment of RA. | |
On December 8, 2010, the Company effected a reverse stock split of the outstanding shares of its common stock, with par value of $0.00001 per share (“Common Stock”), on the basis of one share of Common Stock for each five shares of Common Stock outstanding. Unless otherwise noted, all references in these financial statements and notes to financial statements to number of shares, price per share and weighted average number of shares outstanding of Common Stock prior to this reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis. | |
PRTX-100 has demonstrated effectiveness in animal models of autoimmune diseases as well as demonstrated activity on cultured human immune cells at very low concentrations, although the effectiveness of PRTX-100 shown in pre-clinical studies using animal models may not be predictive of the results that the Company would see in future human clinical trials. The Company does not anticipate generating operating revenue for the foreseeable future and does not currently have any products that are marketed. | |
CHANGE_OF_OWNERSHIP_TRANSACTIO
CHANGE OF OWNERSHIP TRANSACTION | 3 Months Ended |
Aug. 31, 2013 | |
Working Capital Information [Abstract] | |
CHANGE OF OWNERSHIP TRANSACTION | NOTE 2. CHANGE OF OWNERSHIP TRANSACTION |
On November 11, 2009 (the “Effective Date”), the Company consummated a financing transaction (the “Financing”) in which it raised $3,000,000 of working capital pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”). Pursuant to the Purchase Agreement, the Company issued to Niobe (i) 8,695,652 restricted shares of Common Stock at a purchase price of $0.23 per share (or $2 million in the aggregate) and (ii) a senior secured convertible promissory note in the principal amount of $1 million convertible into shares of Common Stock at an initial conversion price equal to $0.23 per share (the “$1 Million Secured Note”). On February 11, 2011, Niobe converted the $1 Million Secured Note, including $37,500 of accrued interest thereon, into 4,510,870 shares of Common Stock. | |
On February 11, 2011, for the purpose of providing the Company with additional working capital, pursuant to an existing Credit Facility Agreement dated as of December 2, 2009 (the “Facility”) with Niobe, the Company issued to Niobe a senior secured convertible promissory note in the principal amount of $2 million (the “$2 Million Secured Convertible Note”). The $2 Million Secured Convertible Note provided for conversion of interest and principal into shares of the Company’s Common Stock at a conversion price of $0.23 per share, bore interest at a rate of 3% per annum and had a maturity date of December 31, 2013. The original maturity was December 31, 2012 but in December 2012 Niobe agreed, for no consideration, to extend the maturity date to December 31, 2013. | |
The $2 Million Secured Convertible Note was convertible at any time, by the holder, subject only to the requirement that the Company have sufficient authorized shares of Common Stock after taking into account all outstanding shares of Common Stock and the maximum number of shares issuable under all issued and outstanding convertible securities. On August 27, 2013, Niobe elected to convert the $2 Million Secured Convertible Note and $155,000 of accrued interest thereunder into 9,369,565 shares of Common Stock. | |
On February 1, 2012, the Company raised $1,000,000 of working capital pursuant to a loan from Niobe. The Company issued to Niobe a secured promissory note in the principal amount of $1,000,000 (the “February 2012 Secured Note”). The February 2012 Secured Note bears interest at a rate of 3% per annum and matures on February 1, 2014. | |
On June 5, 2012, the Company raised an additional $1,000,000 of working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on May 31, 2014 (the “June 2012 Secured Note”). | |
On October 1, 2012, the Company raised $800,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $800,000, which bear interest at a rate of 3% per annum and matures on October 1, 2014 (the “October 2012 Secured Note”). | |
On December 3, 2012, the Company raised $700,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $700,000, which bears interest at a rate of 3% per annum and matures on October 1, 2014 (the “December 2012 Secured Note”). | |
Collectively, the February 2012 Secured Note, the June 2012 Secured Note, the October 2012 Secured Note and the December 2012 Secured Note are hereinafter referred to as the “2012 Secured Notes.” | |
On January 18, 2013, the Company raised $2,500,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,500,000, which bears interest at a rate of 3% per annum and matures on January 15, 2015 (the “January 2013 Secured Note”). | |
On May 13, 2013, the Company raised $2,000,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,000,000, which bears interest at a rate of 3% per annum and matures on May 13, 2015 (the “May 2013 Secured Note”). | |
On August 27, 2013, the Company raised $1,000,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on August 27, 2015 (the “August 2013 Secured Note”). | |
Collectively, the January 2013 Secured Note, the May 2013 Secured Note and the August 2013 Secured Note are hereinafter referred to as the “2013 Secured Notes.” | |
Collectively, the 2012 Secured Notes and the 2013 Secured Notes represent a total of $9,000,000 in principal amount of loans from Niobe and are hereinafter referred to as the “Secured Notes.” | |
Payment of the principal and accrued interest on the Secured Notes will, at Niobe’s election, automatically become immediately due and payable if the Company undertakes certain Fundamental Transactions or upon an Event of Default, both as defined in the Secured Notes. | |
The Company’s obligations under the Secured Notes and the Secured Notes are secured by a security agreement granting Niobe a security interest in substantially all of its personal property and assets, including its intellectual property. | |
All of the securities issued in the aforementioned financings were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(6) and Rule 506 of Regulation D thereof. The offer, sale and issuance of such securities were made without general solicitation or advertising. The securities were offered and issued only to “accredited investors” as such term is defined in Rule 501 under the Act. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Aug. 31, 2013 | |
Going Concern Disclosure [Abstract] | |
GOING CONCERN | NOTE 3. GOING CONCERN |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The ability of the Company to continue as a going concern is dependent upon developing products that are regulatory approved and market accepted. There is no assurance that these plans will be realized in whole or in part. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. | |
Since inception, the Company has incurred an accumulated deficit of $63,247,296 through August 31, 2013. For the years ended May 31, 2013 and 2012, the Company had net losses of $6,280,234 and $4,444,584, respectively and for the three months ended August 31, 2013, the Company had a net loss of $1,512,243. The Company has used $4,733,349 and $2,351,630 of cash in operating activities for the years ended May 31, 2013 and 2012, respectively, and $1,438,401 during the three months ended August 31, 2013. As of August 31, 2013, the Company had cash and cash equivalents of $2,018,645 and negative net working capital of $491,281. The Company has incurred negative cash flow from operating activities since its inception. The Company has spent, and subject to obtaining additional financing, expects to continue to spend, substantial amounts in connection with executing its business strategy, including continued development efforts relating to PRTX-100. | |
The Company has no significant payments due on long-term obligations since, as discussed below in Note 9-Subsequent Events, on October 11, 2013, the Company issued the Consolidated Note to Niobe. However, the Company has entered into a significant number of contracts to perform clinical trials in the remainder of 2013 and that it will need to raise additional capital in the future to fund the ongoing FDA approval process. If the Company is unable to obtain approval of its future IND applications or otherwise advance in the FDA approval process, its ability to sustain its operations would be significantly jeopardized. | |
The most likely sources of additional financing include the private sale of the Company’s equity or debt securities or loans from majority stockholders. Additional capital that is required by the Company may not be available on reasonable terms, or at all. | |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||||||
Aug. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
The interim financial data contained in this Report is unaudited; however in the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim period. The financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. The results of operations in interim periods are not necessarily indicative of the results that may be expected for the full year. | |||||||||||||
Information regarding the organization and business of the Company, accounting policies followed by the Company and other important information is contained in the notes to the Company's financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013. This quarterly report should be read in conjunction with our annual report. | |||||||||||||
Estimates | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues and expense, and the disclosure of contingent assets and liabilities. Estimated amounts could differ materially from actual results. | |||||||||||||
Loss per Common Share | |||||||||||||
The Financial Accounting Standards Board (FASB) has issued guidance for “Earnings Per Share” which provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net loss to common stockholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities consisting of employee stock options and warrants have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future. As of August 31, 2013 the Company had potentially dilutive securities consisting of 3,057,543 stock options. As of August 31, 2012, the Company had potentially dilutive securities consisting of 2,642,191 stock options. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 60 days or less to be cash and cash equivalents. The cash and cash equivalent deposits are not insured by The Federal Deposit Insurance Corporation. | |||||||||||||
Share Based Compensation | |||||||||||||
Effective June 1, 2006, the Company adopted the FASB accounting guidance for fair value recognition provisions of the “Accounting for Share-Based Payment” using the modified prospective method. This standard requires the Company to measure the cost of employee services received in exchange for equity share options granted based on the grant-date fair value of the options. The cost is recognized as compensation expense over the vesting period of the options. Under the modified prospective method $265,095 and $195,997 compensation cost is included in operating expenses for the three months ended August 31, 2013 and August 31, 2012, respectively. These amounts included both the compensation cost of stock options granted prior to but not yet vested as of June 1, 2006 and compensation cost for all options granted subsequent to May 31, 2006. In accordance with the modified prospective application transition method, prior period results are not restated. Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification. No tax benefit was recorded as of May 31, 2013 in connection with these compensation costs due to the uncertainty regarding ultimate realization of certain net operating loss carryforwards. The Company has also implemented the SEC interpretations in Staff Accounting Bulletin (“SAB”) for “Share-Based Payments,” in connection with the adoption of FASB accounting guidance. | |||||||||||||
The Board of Directors adopted and the stockholders approved the 2003 Stock Option Plan in October 2003 which was subsequently amended in October 2005. The plan was adopted to recognize the contributions made by the Company’s employees, officers, consultants, and directors, to provide those individuals with additional incentive to devote themselves to the Company’s future success, and to improve the Company’s ability to attract, retain and motivate individuals upon whom the Company’s growth and financial success depends. Under the plan, stock options may be granted as approved by the Board of Directors or the Compensation Committee. There are 900,000 shares reserved for grants of options under the plan, of which 88,800 have been issued and 800 were exercised. The Company has issued 271,784 stock options as standalone grants, of which 400 were exercised. Stock options vest pursuant to individual stock option agreements. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board of Directors or the Compensation Committee) from the date of the grant. The plan will continue in effect until terminated or amended by the Board of Directors. | |||||||||||||
The accounting guidance requires the use of a valuation model to calculate the fair value of each stock-based award. The Company uses the Black-Scholes model to estimate the fair value of stock options granted based on the following assumptions: | |||||||||||||
Expected Term or Life. The expected term or life of stock options granted issued represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. The weighted average expected option term was determined using a combination of the “simplified method” for plain vanilla options as allowed by the accounting guidance. The “simplified method” calculates the expected term as the average of the vesting term and original contractual term of the options. | |||||||||||||
Expected Volatility. Expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate. Expected volatility is based on the historical daily volatility of the price of our common shares. The Company estimated the expected volatility of the stock options at grant date. | |||||||||||||
Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of our stock-based awards. | |||||||||||||
As of August 31, 2013, there were 3,057,543 stock options outstanding. At August 31, 2013, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model was approximately $86,726 (net of estimated forfeitures) will be recognized ratably through July 31, 2014. The remaining amount of options will be valued once they vest upon the future events. During the three months ended August 31, 2013, the Company did not grant any stock options and 28,000 options expired. | |||||||||||||
The fair value of the options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||
Three Months Ended | Three Months Ended | From Inception | |||||||||||
August 31, 2013 | August 31, 2012 | Through | |||||||||||
August 31, 2013 | |||||||||||||
Dividends per year | 0 | 0 | 0 | ||||||||||
Volatility percentage | 418% - 426 | % | 97.5 | % | 90%-426 | % | |||||||
Risk free interest rate | 2.13 | % | 3.47 | % | 1.74%-5.11 | % | |||||||
Expected life (years) | 7.0-10.0 | 7.0-10.0 | 10-Mar | ||||||||||
Weighted Average Fair Value | $ | 1.22 | $ | 1.07 | $ | 2.3 | |||||||
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Aug. 31, 2013 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS |
Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. | |
RELATED_PARTIES
RELATED PARTIES | 3 Months Ended |
Aug. 31, 2013 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 6. RELATED PARTIES |
Niobe, the majority stockholder of the Company and the holder of the Secured Notes (defined in Note 2, above), is controlled by Arnold P. Kling, the Company’s president and director. | |
During the year ended May 31, 2013, the Company issued an aggregate of 350,000 options to Kirk M. Warshaw, the Company’s chief financial officer and director. The 350,000 options issued during fiscal year ended May 31, 2013 have a ten year life with an exercise price of $1.05. The options vested 50% upon issuance and the remainder will vest on May 22, 2014. The 350,000 options were valued at $329,000. | |
The Company’s principal offices are located at 133 Summit Avenue, Suite 22, Summit, New Jersey which are owned by Kirk M. Warshaw, LLC (the “LLC”), an affiliated company of Mr. Warshaw. The Company occupies its principal offices on a month to month basis. On March 1, 2010, it began paying a monthly fee of $500 to the LLC for the use and occupancy, and administrative services, related to its principal offices. | |
SENIOR_SECURED_NOTES_RELATED_P
SENIOR SECURED NOTES - RELATED PARTY | 3 Months Ended |
Aug. 31, 2013 | |
Senior Secured Convertible Notes | |
SENIOR SECURED NOTES - RELATED PARTY | NOTE 7. SENIOR SECURED CONVERTIBLE NOTES - RELATED PARTY |
On the Effective Date (defined in Note 2, above), the Company issued the $1 Million Secured Note to Niobe, its majority stockholder which is controlled by Arnold P. Kling, the Company’s president and director. The $1 Million Secured Note bore interest at a rate of 3% per annum and had a scheduled maturity date of November 13, 2012. The Company’s obligations under the $1 Million Secured Note were secured by a Security Agreement dated the Effective Date (the “Security Agreement”) which granted Niobe a security interest in substantially all of the Company’s personal property and assets, including its intellectual property. On February 11, 2011, Niobe converted the $1 Million Secured Note, including $37,500 of accrued interest thereon, into 4,510,870 shares of Common Stock. | |
On December 2, 2009, the Company entered into the Facility (defined in Note 2, above) with Niobe pursuant to which Niobe agreed to provide up to $2,000,000 of additional capital in the form of secured loans at any time prior to June 30, 2012 subject to the achievement of certain predetermined benchmarks. In connection with the Facility, on December 2, 2009, the Security Agreement securing our obligations under the $1 Million Secured Note was amended and restated to also secure any incremental obligations under the Facility (the “Amended Security Agreement”). Pursuant to the Amended Security Agreement, Niobe has a security interest in substantially all of our personal property and assets, including its intellectual property to collateralize all amounts due to it under the $1 Million Secured Note and the Facility. | |
Pursuant to the Facility, on February 11, 2011, the Company received $2,000,000 of additional working capital from Niobe and issued the $2 Million Secured Note to Niobe. The $2 Million Secured Note bore interest at a rate of 3% per annum and, as amended was scheduled to mature on December 31, 2013. On August 27, 2013, Niobe elected to convert the $2 Million Secured Convertible Note and $155,000 of accrued interest thereunder into 9,369,565 shares of Common Stock. | |
Senior Secured Notes | |
SENIOR SECURED NOTES - RELATED PARTY | NOTE 8. SENIOR SECURED NOTES - RELATED PARTY |
On February 1, 2012, the Company raised $1,000,000 of working capital pursuant to a loan from Niobe. The Company issued to Niobe a secured promissory note in the principal amount of $1,000,000 (the “February 2012 Secured Note”). The February 2012 Secured Note bears interest at a rate of 3% per annum and matures on February 1, 2014. | |
On June 5, 2012, the Company raised an additional $1,000,000 of working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on May 31, 2014 (the “June 2012 Secured Note”). | |
On October 1, 2012, the Company raised $800,000 of additional working capital pursuant to loans from Niobe and issued to Niobe secured promissory notes in the principal amount of $800,000, which bear interest at a rate of 3% per annum and matures on October 1, 2014 (the “October 2012 Secured Note”). | |
On December 3, 2012, the Company raised $700,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $700,000, which bears interest at a rate of 3% per annum and matures on October 1, 2014 (the “December 2012 Secured Note”). | |
Collectively, the February 2012 Secured Note, the June 2012 Secured Note, the October 2012 Secured Note and the December 2012 Secured Note are hereinafter referred to as the “2012 Secured Notes.” | |
On January 18, 2013, the Company raised $2,500,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,500,000, which bears interest at a rate of 3% per annum and matures on January 15, 2015 (the “January 2013 Secured Note”). | |
On May 13, 2013, the Company raised $2,000,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,000,000, which bears interest at a rate of 3% per annum and matures on May 13, 2015 (the “May 2013 Secured Note”). | |
On August 27, 2013, the Company raised $1,000,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on August 27, 2015 (the “August 2013 Secured Note”). | |
Collectively, the January 2013 Secured Note, the May 2013 Secured Note and the August 2013 Secured Note are hereinafter referred to as the “2013 Secured Notes.” | |
Collectively, the 2012 Secured Notes and the 2013 Secured Notes represent a total of $9,000,000 in principal amount of loans from Niobe and are hereinafter referred to as the “Secured Notes.” | |
Payment of the principal and accrued interest on the Secured Notes will, at Niobe’s election, automatically become immediately due and payable if the Company undertakes certain Fundamental Transactions or upon an Event of Default, both as defined in the Secured Notes. | |
The Company’s obligations under the Secured Notes and the Secured Notes are secured by a security agreement granting Niobe a security interest in substantially all of its personal property and assets, including its intellectual property. | |
All of the securities issued in the aforementioned financings were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(6) and Rule 506 of Regulation D thereof. The offer, sale and issuance of such securities were made without general solicitation or advertising. The securities were offered and issued only to “accredited investors” as such term is defined in Rule 501 under the Act. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Aug. 31, 2013 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS |
On October 11, 2013, the Company issued a Consolidated, Amended and Restated Promissory Note to Niobe in the principal amount of $9,219,366.67 (the “Consolidated Note”). The face amount of the Consolidated Note reflects the $9.0 million aggregate principal amount of the Secured Notes plus interest accrued at 3% per annum on each note from its respective date of issuance. The terms of the Consolidated Note are identical to the Secured Notes except that: (a) the maturity date is September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple “Liquidity Events” in an amount equal to twenty-five (25%) percent of such gross proceeds. A “Liquidity Event” means (a) the sale of any of our equity, or equity-linked, securities, and (b) the receipt of proceeds, directly or indirectly related to a development and/or commercialization relationship entered into with an unaffiliated third party. In the Secured Notes, the entire principal amount of each note was due, at Niobe’s election, upon the consummation of an equity financing of $7.5 million or greater. Consistent with the terms of the Secured Notes and related security agreements entered into, the Company’s obligations under the Consolidated Note are secured by a first priority perfected security interest in all of the assets of the Company pursuant to a Consolidated, Amended and Restated Security Agreement dated October 11, 2013 between the Company and Niobe. | |
The Company has evaluated subsequent events and has determined that there were no other subsequent events to recognize or disclose in these financial statements. | |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||||
Aug. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Estimates | Estimates | ||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues and expense, and the disclosure of contingent assets and liabilities. Estimated amounts could differ materially from actual results. | |||||||||||||
Loss per Common Share | Loss per Common Share | ||||||||||||
The Financial Accounting Standards Board (FASB) has issued guidance for “Earnings Per Share” which provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net loss to common stockholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities consisting of employee stock options and warrants have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future. As of August 31, 2013 the Company had potentially dilutive securities consisting of 3,057,543 stock options. As of August 31, 2012, the Company had potentially dilutive securities consisting of 2,642,191 stock options. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||
For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 60 days or less to be cash and cash equivalents. The cash and cash equivalent deposits are not insured by The Federal Deposit Insurance Corporation. | |||||||||||||
Share Based Compensation | Share Based Compensation | ||||||||||||
Effective June 1, 2006, the Company adopted the FASB accounting guidance for fair value recognition provisions of the “Accounting for Share-Based Payment” using the modified prospective method. This standard requires the Company to measure the cost of employee services received in exchange for equity share options granted based on the grant-date fair value of the options. The cost is recognized as compensation expense over the vesting period of the options. Under the modified prospective method $265,095 and $195,997 compensation cost is included in operating expenses for the three months ended August 31, 2013 and August 31, 2012, respectively. These amounts included both the compensation cost of stock options granted prior to but not yet vested as of June 1, 2006 and compensation cost for all options granted subsequent to May 31, 2006. In accordance with the modified prospective application transition method, prior period results are not restated. Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification. No tax benefit was recorded as of May 31, 2013 in connection with these compensation costs due to the uncertainty regarding ultimate realization of certain net operating loss carryforwards. The Company has also implemented the SEC interpretations in Staff Accounting Bulletin (“SAB”) for “Share-Based Payments,” in connection with the adoption of FASB accounting guidance. | |||||||||||||
The Board of Directors adopted and the stockholders approved the 2003 Stock Option Plan in October 2003 which was subsequently amended in October 2005. The plan was adopted to recognize the contributions made by the Company’s employees, officers, consultants, and directors, to provide those individuals with additional incentive to devote themselves to the Company’s future success, and to improve the Company’s ability to attract, retain and motivate individuals upon whom the Company’s growth and financial success depends. Under the plan, stock options may be granted as approved by the Board of Directors or the Compensation Committee. There are 900,000 shares reserved for grants of options under the plan, of which 88,800 have been issued and 800 were exercised. The Company has issued 271,784 stock options as standalone grants, of which 400 were exercised. Stock options vest pursuant to individual stock option agreements. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board of Directors or the Compensation Committee) from the date of the grant. The plan will continue in effect until terminated or amended by the Board of Directors. | |||||||||||||
The accounting guidance requires the use of a valuation model to calculate the fair value of each stock-based award. The Company uses the Black-Scholes model to estimate the fair value of stock options granted based on the following assumptions: | |||||||||||||
Expected Term or Life. The expected term or life of stock options granted issued represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. The weighted average expected option term was determined using a combination of the “simplified method” for plain vanilla options as allowed by the accounting guidance. The “simplified method” calculates the expected term as the average of the vesting term and original contractual term of the options. | |||||||||||||
Expected Volatility. Expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate. Expected volatility is based on the historical daily volatility of the price of our common shares. The Company estimated the expected volatility of the stock options at grant date. | |||||||||||||
Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of our stock-based awards. | |||||||||||||
As of August 31, 2013, there were 3,057,543 stock options outstanding. At August 31, 2013, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model was approximately $86,726 (net of estimated forfeitures) will be recognized ratably through July 31, 2014. The remaining amount of options will be valued once they vest upon the future events. During the three months ended August 31, 2013, the Company did not grant any stock options and 28,000 options expired. | |||||||||||||
The fair value of the options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||
Three Months Ended | Three Months Ended | From Inception | |||||||||||
August 31, 2013 | August 31, 2012 | Through | |||||||||||
August 31, 2013 | |||||||||||||
Dividends per year | 0 | 0 | 0 | ||||||||||
Volatility percentage | 418% - 426 | % | 97.5 | % | 90%-426 | % | |||||||
Risk free interest rate | 2.13 | % | 3.47 | % | 1.74%-5.11 | % | |||||||
Expected life (years) | 7.0-10.0 | 7.0-10.0 | 10-Mar | ||||||||||
Weighted Average Fair Value | $ | 1.22 | $ | 1.07 | $ | 2.3 | |||||||
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||||
Aug. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Fair Value of Assumptions of Options Estimated On Grant Date | The fair value of the options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||
Three Months Ended | Three Months Ended | From Inception | |||||||||||
August 31, 2013 | August 31, 2012 | Through | |||||||||||
August 31, 2013 | |||||||||||||
Dividends per year | 0 | 0 | 0 | ||||||||||
Volatility percentage | 418% - 426 | % | 97.5 | % | 90%-426 | % | |||||||
Risk free interest rate | 2.13 | % | 3.47 | % | 1.74%-5.11 | % | |||||||
Expected life (years) | 7.0-10.0 | 7.0-10.0 | 10-Mar | ||||||||||
Weighted Average Fair Value | $ | 1.22 | $ | 1.07 | $ | 2.3 | |||||||
ORGANIZATION_AND_BUSINESS_ACTI1
ORGANIZATION AND BUSINESS ACTIVITIES - Additional Information (Detail) (USD $) | Aug. 31, 2013 | 31-May-13 | Dec. 08, 2010 |
Organization and Nature of Operations [Line Items] | |||
Reverse stock split, Common stock, par value | $0.00 | $0.00 | $0.00 |
CHANGE_OF_OWNERSHIP_TRANSACTIO1
CHANGE OF OWNERSHIP TRANSACTION - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||
Aug. 31, 2013 | 31-May-00 | 31-May-11 | 31-May-10 | 31-May-02 | 31-May-01 | Aug. 27, 2013 | 13-May-13 | Jan. 18, 2013 | Dec. 03, 2012 | Oct. 01, 2012 | Jun. 05, 2012 | Feb. 01, 2012 | Aug. 31, 2013 | Aug. 27, 2013 | Nov. 11, 2009 | Feb. 11, 2011 | Nov. 11, 2009 | Feb. 11, 2011 | Aug. 31, 2013 | |
Senior Secured Note | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Niobe Ventures LLC | Credit Facility Agreement | Credit Facility Agreement | |||||||
Subsequent Event | Senior Secured Note | Senior Secured Note | Senior Secured Note | Senior Secured Note | Senior Secured Note | Senior Secured Note | Senior Secured Note | Senior Secured Note | Securities Purchase Agreement | Securities Purchase Agreement | Securities Purchase Agreement | Niobe Ventures LLC | Niobe Ventures LLC | |||||||
Subsequent Event | Senior Secured Note | Senior Secured Note | Senior Secured Note | Senior Secured Note | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Additional working capital raised | $3,000,000 | |||||||||||||||||||
Restricted shares of common stock issued | 8,695,652 | |||||||||||||||||||
Common Stock issued, per share | $0.15 | $0.23 | $6.25 | $5 | $0.23 | |||||||||||||||
Restricted shares of common stock issued, value | 2,155,000 | 1,037,500 | 2,000,000 | 1,102,000 | 425,000 | 2,000,000 | ||||||||||||||
Senior secured convertible promissory note | 2,000,000 | 1,000,000 | 1,000,000 | 2,000,000 | ||||||||||||||||
Accrued interest on senior secured convertible promissory note | 155,000 | 37,500 | ||||||||||||||||||
Senior secured convertible promissory note, conversion price per share | $0.23 | $0.23 | ||||||||||||||||||
Shares of common stock issuable upon conversion of senior secured convertible promissory note | 4,510,870 | |||||||||||||||||||
Senior secured convertible promissory note, maturity date | 27-Aug-15 | 13-May-15 | 15-Jan-15 | 1-Oct-14 | 1-Oct-14 | 31-May-14 | 1-Feb-14 | 31-Dec-12 | ||||||||||||
Senior secured convertible promissory note, extended maturity date | 31-Dec-13 | 31-Dec-13 | ||||||||||||||||||
Debt instrument, interest rate, effective percentage | 3.00% | |||||||||||||||||||
Proceeds from secured notes payable | 1,000,000 | 2,000,000 | 2,500,000 | 700,000 | 800,000 | 1,000,000 | 1,000,000 | |||||||||||||
Debt instrument, face amount | $1,000,000 | $2,000,000 | $2,500,000 | $700,000 | $800,000 | $1,000,000 | $1,000,000 | $9,000,000 | ||||||||||||
Debt instrument, interest rate during Period | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,369,565 |
GOING_CONCERN_Additional_Infor
GOING CONCERN - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 167 Months Ended | ||||||||||||||
Aug. 31, 2013 | Aug. 31, 2012 | 31-May-00 | 31-May-13 | 31-May-12 | 31-May-11 | 31-May-10 | 31-May-09 | 31-May-08 | 31-May-07 | 31-May-06 | 31-May-05 | 31-May-04 | 31-May-03 | 31-May-02 | 31-May-01 | Aug. 31, 2013 | Sep. 16, 1999 | |
Cash Flow Supplemental Disclosures [Line Items] | ||||||||||||||||||
Deficit accumulated during the development stage | $63,247,296 | $61,735,053 | $63,247,296 | |||||||||||||||
Net loss | -1,512,243 | -1,364,972 | -250,689 | -6,280,234 | -4,444,584 | -3,357,882 | -3,067,842 | -7,230,206 | -10,490,758 | -8,451,942 | -6,104,402 | -5,567,729 | -2,989,364 | -1,665,090 | -1,280,465 | -553,866 | -63,247,296 | |
Cash used in operating activities | -1,438,401 | -1,132,630 | 4,733,349 | 2,351,630 | -51,331,989 | |||||||||||||
Cash and cash equivalents | 2,018,645 | 57,765 | 2,457,046 | 190,395 | 2,018,645 | 0 | ||||||||||||
Net working capital deficit | $491,281 | $491,281 |
BASIS_OF_PRESENTATION_AND_SUMM3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) (USD $) | 3 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, number of options issued during period | 271,784 | |
Stock option exercisable expiration period | 10 years | |
Share based compensation, number of stock options outstanding | 3,057,543 | |
Aggregate unrecognized compensation cost of unvested options | $86,726 | |
Share based compensation, number of stock options expired during period | 28,000 | |
Stock Incentive Plan 2003 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares reserved for grants of options | 900,000 | |
Share based compensation, number of options issued during period | 88,800 | |
Share based compensation, number of options exercised during period | 800 | |
Standalone Grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, number of options exercised during period | 400 | |
Operating Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost included in operating expenses | $265,095 | $195,997 |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Potentially dilutive securities | 3,057,543 | 2,642,191 |
Fair_Value_of_Assumptions_of_O
Fair Value of Assumptions of Options Estimated on Grant Date (Detail) (USD $) | 3 Months Ended | 167 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Assumptions used to Determine Fair Value Options [Line Items] | |||
Dividends per year | $0 | $0 | $0 |
Volatility percentage | 97.50% | ||
Risk free interest rate | 2.13% | 3.47% | |
Weighted Average Fair Value | $1.22 | $1.07 | $2.30 |
Minimum | |||
Assumptions used to Determine Fair Value Options [Line Items] | |||
Volatility percentage | 418.00% | 90.00% | |
Risk free interest rate | 1.74% | ||
Expected life (years) | 7 years | 7 years | 3 years |
Maximum | |||
Assumptions used to Determine Fair Value Options [Line Items] | |||
Volatility percentage | 426.00% | 426.00% | |
Risk free interest rate | 5.11% | ||
Expected life (years) | 10 years | 10 years | 10 years |
RELATED_PARTIES_Additional_Inf
RELATED PARTIES - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
Mar. 01, 2010 | 31-May-13 | |
Monthly Payment | Mr. Warshaw | |
Related Party Transaction [Line Items] | ||
Payment for the use and occupancy, and administrative services, related to principal offices | $500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 350,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $1.05 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vested 50% upon issuance and the remainder will vest on May 22, 2014. | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $329,000 |
SENIOR_SECURED_CONVERTIBLE_NOT
SENIOR SECURED CONVERTIBLE NOTES - RELATED PARTY - Additional Information (Detail) (USD $) | Feb. 11, 2011 | Dec. 02, 2009 | Feb. 11, 2011 | Nov. 11, 2009 | Dec. 02, 2009 | Aug. 27, 2013 |
Niobe Ventures, LLC | Niobe Ventures, LLC | Niobe Ventures, LLC | Niobe Ventures, LLC | |||
Senior Secured Convertible Notes | Senior Secured Convertible Notes | Senior Secured Convertible Notes | Senior Secured Convertible Notes | |||
Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Secured note payable, additional borrowing amount | $2,000,000 | $2,000,000 | ||||
Debt instrument, face amount | 2,000,000 | 1,000,000 | ||||
Debt instrument, interest rate during Period | 3.00% | 3.00% | ||||
Secured note payable, maturity date | 31-Dec-13 | 13-Nov-12 | ||||
Debt conversion, converted instrument, shares issued | 4,510,870 | 9,369,565 | ||||
Convertible debt, current | 1,000,000 | 1,000,000 | ||||
Accrued interest on senior secured convertible promissory note | 37,500 | 155,000 | ||||
Debt conversion, converted instrument, amount | $2,000,000 |
SENIOR_SECURED_NOTES_RELATED_P1
SENIOR SECURED NOTES - RELATED PARTY - Additional Information (Detail) (Niobe Ventures, LLC, Senior Secured Notes, USD $) | 1 Months Ended | |||||||
Aug. 27, 2013 | 13-May-13 | Jan. 18, 2013 | Dec. 03, 2012 | Oct. 01, 2012 | Jun. 05, 2012 | Feb. 01, 2012 | Aug. 31, 2013 | |
Niobe Ventures, LLC | Senior Secured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of secured note | $1,000,000 | $2,000,000 | $2,500,000 | $700,000 | $800,000 | $1,000,000 | $1,000,000 | |
Secured note payable | $1,000,000 | $2,000,000 | $2,500,000 | $700,000 | $800,000 | $1,000,000 | $1,000,000 | $9,000,000 |
Secured note payable, interest rate | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | |
Secured note payable, maturity date | 27-Aug-15 | 13-May-15 | 15-Jan-15 | 1-Oct-14 | 1-Oct-14 | 31-May-14 | 1-Feb-14 |
SUBSEQUENT_EVENTS_Additional_I
SUBSEQUENT EVENTS - Additional Information (Detail) (Subsequent Event, Senior Secured Notes, USD $) | 1 Months Ended |
Oct. 11, 2013 | |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $9,000,000 |
Secured note payable, interest rate | 3.00% |
Secured note payable, maturity date | 1-Sep-15 |
Debt instrument carrying amount | 9,219,366.67 |
Proceeds from Repayments of secured debt | 7,500,000 |
Terms of consolidated note identical to secured notes | (a) the maturity date is September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple Liquidity Events in an amount equal to twenty-five (25%) percent of such gross proceeds. |
Description of liquidity event | (a) the sale of any of our equity, or equity-linked, securities, and (b) the receipt of proceeds, directly or indirectly related to a development and/or commercialization relationship entered into with an unaffiliated third party. |
Minimum [Member] | |
Subsequent Event [Line Items] | |
Consummation of equity financing, amount | $7,500,000 |