Protalex (PRTX) 10-Q 9 Jan 15 2015 Q2 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	6 Months Ended
	Nov. 30, 2014	Jan. 09, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	FALSE
Document Period End Date	30-Nov-14
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Registrant Name	PROTALEX INC
Entity Central Index Key	1099215
Current Fiscal Year End Date	-26
Entity Filer Category	Smaller Reporting Company
Trading Symbol	PRTX
Entity Common Stock, Shares Outstanding		28,767,582

CONDENSED_BALANCE_SHEETS

CONDENSED BALANCE SHEETS (USD $)	Nov. 30, 2014	31-May-14
CURRENT ASSETS:
Cash and cash equivalents	$662,273	$1,614,758
Prepaid expenses	102,695	45,327
Total current assets	764,968	1,660,085
OTHER ASSETS:
Intellectual technology property, net of accumulated amortization of $14,343 and $14,088 as of November 30, 2014 and May 31, 2014, respectively	4,937	5,447
Total other assets	4,937	5,447
Total Assets	769,905	1,665,532
CURRENT LIABILITIES:
Accounts payable	800,020	412,718
Accrued expenses	7,151	40,135
Total current liabilities	807,171	452,853
LONG TERM LIABILITIES:
Senior Secured Note - related party	9,949,367	9,219,366
Senior Secured Note Accrued Interest - related party	320,869	177,802
Total liabilities	11,077,407	9,850,021
STOCKHOLDERS' (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; 28,767,582 and 28,767,582 shares issued and outstanding, respectively	288	288
Additional paid in capital	71,653,962	65,402,505
Accumulated deficit	-81,961,752	-73,587,282
Total stockholders’ deficit	-10,307,502	-8,184,489
Total liabilities and stockholders’ deficit	$769,905	$1,665,532

CONDENSED_BALANCE_SHEETS_Paren

CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Nov. 30, 2014	31-May-14
Intellectual technology property, accumulated amortization	$14,343	$14,088
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	28,767,582	28,767,582
Common stock, shares outstanding	28,767,582	28,767,582

CONDENSED_STATEMENTS_OF_OPERAT

CONDENSED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2014	Nov. 30, 2013
Revenues	$0	$0	$0	$0
Operating Expenses
Research and development (including depreciation and amortization)	946,580	685,410	1,560,859	1,618,528
Administrative (including depreciation and amortization)	3,074,423	607,002	6,454,213	979,761
Professional fees	106,723	130,887	215,822	260,664
Depreciation and amortization	255	255	510	510
Operating loss	-4,127,981	-1,423,554	-8,231,404	-2,859,463
Other income (expense)
Interest income	1	1	2	2
Interest expense	-71,807	-67,997	-143,068	-144,333
Loss before income taxes	-4,199,787	-1,491,550	-8,374,470	-3,003,794
Provision for income taxes	0	0	0	0
Net loss	($4,199,787)	($1,491,550)	($8,374,470)	($3,003,794)
Weighted average number of common shares outstanding	28,767,582	28,767,582	28,767,582	28,767,582
Loss per common share - basic and diluted	($0.15)	($0.05)	($0.29)	($0.10)

CONDENSED_STATEMENTS_OF_CASH_F

CONDENSED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	($8,374,470)	($3,003,794)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities
Depreciation and amortization	510	510
Equity based expense	6,251,457	728,571
(Increase)/decrease in:
Prepaid expenses and deposits	-57,368	-43,116
Increase/(decrease) in:
Accounts payable and accrued expenses	497,386	-55,277
Net cash and cash equivalents used in operating activities	-1,682,485	-2,373,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided by (Used in) Investing Activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of note payable to individuals	730,000	1,000,000
Net cash and cash equivalents provided by financing activities	730,000	1,000,000
NET DECREASE IN CASH AND CASH EQUIVALENTS	-952,485	-1,373,106
Cash and cash equivalents, beginning of period	1,614,758	2,457,046
Cash and cash equivalents, ending of period	662,273	1,083,940
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	0	0
Taxes paid	0	0
NON-CASH FINANCING ACTIVITIES:
Conversion of debt for equity	$0	$2,155,000

ORGANIZATION_AND_BUSINESS_ACTI

ORGANIZATION AND BUSINESS ACTIVITIES	6 Months Ended
	Nov. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS ACTIVITIES	NOTE 1. ORGANIZATION AND BUSINESS ACTIVITIES
	The Company is 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 Florham Park, 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. Since then the Company has been 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 then outstanding. Unless otherwise noted, all references in these financial statements and the notes hereto 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 safety, tolerability and pharmakinetics have been characterized in five clinical studies. The Company does not anticipate generating operating revenue for the foreseeable future and does not currently have any products that are marketable.

GOING_CONCERN

GOING CONCERN	6 Months Ended
	Nov. 30, 2014
Going Concern Disclosure [Abstract]
GOING CONCERN	NOTE 2. 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 receive regulatory approval and market acceptance. There is no assurance that these benchmarks will be realized. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
	There is substantial doubt about the Company’s ability to continue as a going concern. From inception through November 30, 2014, the Company has incurred an accumulated deficit of $81,961,752. For the years ended May 31, 2014 and 2013, the Company had net losses of $11,852,229 and $6,280,234, respectively, and for the six months ended November 30, 2014, the Company had a net loss of $8,374,470. The Company utilized $4,623,891 and $4,733,349 of cash for operating activities for the years ended May 31, 2014 and 2013, respectively, and $1,682,485 during the six months ended November 30, 2014. As of November 30, 2014, the Company had cash and cash equivalents of $662,273 and negative net working capital of $42,203. 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. However, the Company anticipates entering into significant contracts to perform product manufacturing and to conduct clinical trials in the future and that it will need to raise additional capital to fund the ongoing FDA regulatory 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. 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	6 Months Ended
	Nov. 30, 2014
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. 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, 2014. This Report should be read in conjunction with the Company’s 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, and expense, and the disclosure of contingent assets and liabilities. Estimated amounts could differ 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 November 30, 2014, the Company had potentially dilutive securities consisting of 4,917,543 stock options. As of November 30, 2013, the Company had potentially dilutive securities consisting of 3,117,543 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.
	Reclassifications
	Certain reclassifications have been made to the prior periods to conform to the current presentations in the financial statements.
	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”. 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. The fair value of compensation costs attributed to equity rights issued was $6,251,457 and $728,571 and is included in operating expenses for the six months ended November 30, 2014 and November 30, 2013, 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, 2014 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 (the “Board”) 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 or the Compensation Committee of the Board. There are 900,000 shares reserved for grants of options under the plan, of which 37,000 have been issued and 800 were exercised. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board or the Compensation Committee) from the date of the grant.
	As of November 30, 2014, the Company has issued 4,880,543 stock options as standalone grants, of which 400 were exercised. Stock options vest pursuant to the terms set forth in individual stock option agreements.
	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 November 30, 2014, there were 4,917,543 stock options outstanding.  At November 30, 2014, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model, was approximately $964,374 (net of estimated forfeitures) which will be recognized over a weighted average period of eighteen months through February 2016.  The remaining options will be valued once they vest upon the future events. During the six months ended November 30, 2014, the Company granted an aggregate of 600,000 stock options to four consultants, one officer/director and one director, all of which have a five year term and have exercise prices between $6.00 and $8.22 per share. During the six months ended November 30, 2014, no options expired or were forfeited.
	Research and Development
	Research and development costs are expensed as incurred.
	The fair value of options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
		Six Months Ended			Six Months Ended
		November 30, 2014			November 30, 2013
	Dividends per year		0			0
	Volatility percentage		696	%		418% - 426	%
	Risk free interest rate		4	%		2.13	%
	Expected life (years)		5			7.0-10.0
	Weighted Average Fair Value	$	6.74		$	1.24

RECENT_ACCOUNTING_PRONOUNCEMEN

RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Nov. 30, 2014
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 4. RECENT ACCOUNTING PRONOUNCEMENTS
	In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted.
	In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.
	Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on its results of operations, cash flows or financial condition.
	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	6 Months Ended
	Nov. 30, 2014
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 5. RELATED PARTIES
	Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”), the majority stockholder of the Company and the holder of the Consolidated Note (defined in Note 6, below), is controlled by Arnold P. Kling, the Company’s president and a director.
	During the fiscal year ended May 31, 2014, the Company issued an option for an aggregate of 250,000 shares of Common Stock to Marco Elser, a director of the Company. This option has a ten year term, an exercise price of $9.00 per share, and vests 1/3 upon issuance, 1/3 on the one year anniversary date of issuance and 1/3 on the two year anniversary date. This option has been valued at $2,018,000 for which $1,084,386 of compensation expense has been recorded.
	During the six months ended November 30, 2014, the Company issued an option for an aggregate of 100,000 shares of Common Stock to Marco Elser. This option has a five year term, an exercise price of $6.00 per share and fully vested on the date of issuance. This option has been valued at $625,000 for which $625,000 of compensation expense has been recorded.
	During the six months ended November 30, 2014, the Company issued an option for an aggregate of 100,000 shares of Common Stock to Kirk Warshaw, the CFO and a director of the Company. This option has a five year term, an exercise price of $6.00 per share and fully vested on the date of issuance. This option has been valued at $625,000 for which $625,000 of compensation expense has been recorded.

SENIOR_SECURED_NOTES_RELATED_P

SENIOR SECURED NOTES - RELATED PARTY	6 Months Ended
	Nov. 30, 2014
Debt Disclosure [Abstract]
SENIOR SECURED NOTES - RELATED PARTY	NOTE 6. SENIOR SECURED NOTES - RELATED PARTY
	On October 11, 2013, the Company issued a Consolidated, Amended and Restated Promissory Note to Niobe in the principal amount of $9,219,366 (the “Consolidated Note”).  The face amount of the Consolidated Note reflects the $9.0 million aggregate principal amount of outstanding secured notes then held by Niobe (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 were identical to the Secured Notes except that: (a) the maturity date was changed to September 1, 2015, which was after the latest maturity date of any of the Secured Notes; and (b) it provided for partial mandatory repayment in the event that the Company received 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 (the “Mandatory Prepayment Amount”).  A “Liquidity Event” means (a) the sale of any of the Company’s 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 Company’s assets pursuant to a Consolidated, Amended and Restated Security Agreement dated October 11, 2013. Effective as of October 1, 2014, the Company and Niobe agreed to extend the maturity date of the Consolidated Note to September 1, 2016. All other terms and provisions of the Consolidated Note remained unchanged and in full force and effect.
	On November 4, 2014, the Company entered into a new Credit Facility Agreement (the “2014 Credit Facility Agreement”) pursuant to which the Company may borrow up to an additional $5.0 Million from Niobe, in the form of secured loans, at any time prior to December 31, 2015. Each loan made to the Company by Niobe under the 2014 Credit Facility Agreement will be represented by a senior secured promissory note bearing interest at a rate of 3% per annum and maturing on September 1, 2016 (each a “Note”). The obligations of the Company pursuant to each Note will be secured by a first priority perfected security interest in all of the assets of the Company pursuant to the Second Consolidated, Amended and Restated Security Agreement between the Company and Niobe, entered into at the same time as the 2014 Credit Facility Agreement (the “Security Agreement”).
	In addition on November 4, 2014, the Company entered into a Note Modification Agreement (the “Note Modification Agreement”) with Niobe pursuant to which the Consolidated Note was further amended to increase the Mandatory Prepayment Amount from $7.5 Million to $10 Million. As a result, partial prepayment will now be triggered in the event of a Liquidity Event in which the Company receives gross proceeds in excess of $10 million. All other terms and provisions of the Consolidated Note remained unchanged and in full force and effect.
	On November 4, 2014 and November 26, 2014, the Company borrowed $300,000 and $430,000, respectively, from Niobe pursuant to the 2014 Credit Facility Agreement and issued them a separate Note, in the same principal amount, for each loan. Payment of the principal and accrued interest on the 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 Notes. The Company’s obligations under the Notes are secured by the Security Agreement.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Nov. 30, 2014
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7. SUBSEQUENT EVENTS
	The Company has evaluated subsequent events and has determined that there were no 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)	6 Months Ended
	Nov. 30, 2014
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, and expense, and the disclosure of contingent assets and liabilities. Estimated amounts could differ 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 November 30, 2014, the Company had potentially dilutive securities consisting of 4,917,543 stock options. As of November 30, 2013, the Company had potentially dilutive securities consisting of 3,117,543 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.
Reclassifications	Reclassifications
	Certain reclassifications have been made to the prior periods to conform to the current presentations in the financial statements.
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”. 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. The fair value of compensation costs attributed to equity rights issued was $6,251,457 and $728,571 and is included in operating expenses for the six months ended November 30, 2014 and November 30, 2013, 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, 2014 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 (the “Board”) 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 or the Compensation Committee of the Board. There are 900,000 shares reserved for grants of options under the plan, of which 37,000 have been issued and 800 were exercised. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board or the Compensation Committee) from the date of the grant.
	As of November 30, 2014, the Company has issued 4,880,543 stock options as standalone grants, of which 400 were exercised. Stock options vest pursuant to the terms set forth in individual stock option agreements.
	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 November 30, 2014, there were 4,917,543 stock options outstanding.  At November 30, 2014, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model, was approximately $964,374 (net of estimated forfeitures) which will be recognized over a weighted average period of eighteen months through February 2016.  The remaining options will be valued once they vest upon the future events. During the six months ended November 30, 2014, the Company granted an aggregate of 600,000 stock options to four consultants, one officer/director and one director, all of which have a five year term and have exercise prices between $6.00 and $8.22 per share. During the six months ended November 30, 2014, no options expired or were forfeited.
Research and Development	Research and Development
	Research and development costs are expensed as incurred.
	The fair value of options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
		Six Months Ended			Six Months Ended
		November 30, 2014			November 30, 2013
	Dividends per year		0			0
	Volatility percentage		696	%		418% - 426	%
	Risk free interest rate		4	%		2.13	%
	Expected life (years)		5			7.0-10.0
	Weighted Average Fair Value	$	6.74		$	1.24

BASIS_OF_PRESENTATION_AND_SUMM2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Nov. 30, 2014
Accounting Policies [Abstract]
Fair Value of Assumptions of Options Estimated On Grant Date	The fair value of options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
		Six Months Ended			Six Months Ended
		November 30, 2014			November 30, 2013
	Dividends per year		0			0
	Volatility percentage		696	%		418% - 426	%
	Risk free interest rate		4	%		2.13	%
	Expected life (years)		5			7.0-10.0
	Weighted Average Fair Value	$	6.74		$	1.24

ORGANIZATION_AND_BUSINESS_ACTI1

ORGANIZATION AND BUSINESS ACTIVITIES - Additional Information (Detail) (USD $)	Nov. 30, 2014	31-May-14	Dec. 08, 2010
Organization and Nature Of Operations [Line Items]
Reverse stock split, Common stock, par value	$0.00	$0.00	$0.00

GOING_CONCERN_Additional_Infor

GOING CONCERN - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2014	Nov. 30, 2013	31-May-14	31-May-13
Cash Flow Supplemental Disclosures [Line Items]
Deficit accumulated during the development stage	$81,961,752		$81,961,752
Net loss	4,199,787	1,491,550	8,374,470	3,003,794	11,852,229	6,280,234
Cash used in operating activities			-1,682,485	-2,373,106	4,623,891	4,733,349
Cash and cash equivalents	662,273	1,083,940	662,273	1,083,940	1,614,758	2,457,046
Net working capital deficit	$42,203		$42,203

BASIS_OF_PRESENTATION_AND_SUMM3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) (USD $)	6 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation, number of stock options outstanding	4,917,543
Aggregate unrecognized compensation cost of unvested options	$964,374
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	37,000
Share based compensation, number of options exercised during period	800
Stand-Alone Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation, number of options issued during period	4,880,543
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	$6,251,457	$728,571
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Potentially dilutive securities	4,917,543	3,117,543
Share based compensation, number of stock options granted during period	600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	5 years
Stock Option | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$8.22
Stock Option | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$6

Fair_Value_of_Assumptions_of_O

Fair Value of Assumptions of Options Estimated on Grant Date (Detail) (USD $)	6 Months Ended
	Nov. 30, 2014	Nov. 30, 2013
Assumptions used to Determine Fair Value Options [Line Items]
Dividends per year	$0	$0
Volatility percentage	696.00%
Risk free interest rate	4.00%	2.13%
Expected life (years)	5 years
Weighted Average Fair Value	$6.74	$1.24
Minimum
Assumptions used to Determine Fair Value Options [Line Items]
Volatility percentage		418.00%
Expected life (years)		7 years
Maximum
Assumptions used to Determine Fair Value Options [Line Items]
Volatility percentage		426.00%
Expected life (years)		10 years

RELATED_PARTIES_Additional_Inf

RELATED PARTIES - Additional Information (Detail) (USD $)	6 Months Ended		12 Months Ended
	Nov. 30, 2014	Nov. 30, 2013	31-May-14
Related Party Transaction [Line Items]
Share-based Compensation	$6,251,457	$728,571
Mr. Warshaw | Chief Financial Officer And Director
Related Party Transaction [Line Items]
Share-based compensation arrangement by share-based payment award, options, grants in period, gross	100,000
Weighted average exercise price of options	$6
Fair value of options	625,000
Share-based Compensation	625,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	5 years
Mr. Elser
Related Party Transaction [Line Items]
Share-based compensation arrangement by share-based payment award, options, grants in period, gross	100,000		250,000
Weighted average exercise price of options	$6		$9
Share-based compensation arrangement by share-based payment award, award vesting rights			and vests 1/3 upon issuance, 1/3 on the one yearanniversary date of issuance and 1/3 on the two year anniversary date.
Fair value of options	625,000		2,018,000
Share-based Compensation	$625,000		$1,084,386
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	5 years		10 years

SENIOR_SECURED_NOTES_RELATED_P1

SENIOR SECURED NOTES - RELATED PARTY - Additional Information (Detail) (USD $)	1 Months Ended
	Oct. 11, 2013	Nov. 04, 2014	Nov. 26, 2014
Senior Secured Notes
Debt Instrument [Line Items]
Secured note payable	$9,000,000
Secured note payable, interest rate	3.00%
Debt instrument carrying amount	9,219,366
Terms of consolidated note identical to secured notes	(a) the maturity date was changed to September 1, 2015, which was after the latest maturity date of any of the Secured Notes; and (b) it provided for partial mandatory repayment in the event that the Company received 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 (the “Mandatory Prepayment”).
Description of liquidity event	(a) the sale of any of the Companys 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
Senior Secured Notes | Minimum
Debt Instrument [Line Items]
Consummation of equity financing, amount	7,500,000
Niobe Ventures, LLC | Senior Secured Convertible Notes
Debt Instrument [Line Items]
Secured note payable		300,000	430,000
Secured note payable, interest rate		3.00%
Debt Instrument Additional Borrowing Capacity Amount		5,000,000
Proceeds from Issuance of Secured Debt		10,000,000
Niobe Ventures, LLC | Senior Secured Convertible Notes | Minimum
Debt Instrument [Line Items]
Debt Instrument Mandatory Prepayment Principal		7,500,000
Niobe Ventures, LLC | Senior Secured Convertible Notes | Maximum
Debt Instrument [Line Items]
Debt Instrument Mandatory Prepayment Principal		$10,000,000