Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Nov. 30, 2016 | Jan. 12, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | PROTALEX INC | |
Entity Central Index Key | 1,099,215 | |
Current Fiscal Year End Date | --05-31 | |
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, 2016 | May 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 713,550 | $ 444,179 |
Prepaid expenses | 164,784 | 55,687 |
Total current assets | 878,334 | 499,866 |
OTHER ASSETS: | ||
Intellectual technology property, net of accumulated amortization of $16,638 and $16,128 as of November 30, 2016 and May 31, 2016, respectively | 2,897 | 3,407 |
Total other assets | 2,897 | 3,407 |
Total Assets | 881,231 | 503,273 |
CURRENT LIABILITIES: | ||
Accounts payable | 553,446 | 561,683 |
Accrued expenses | 45,235 | 45,572 |
Total current liabilities | 598,681 | 607,255 |
LONG TERM LIABILITIES: | ||
Senior Secured Note - related party | 18,449,366 | 16,319,366 |
Senior Secured Note Accrued Interest - related party | 1,197,689 | 932,882 |
Total liabilities | 20,245,736 | 17,859,503 |
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 | 77,446,343 | 77,266,010 |
Accumulated deficit | (96,811,136) | (94,622,528) |
Total stockholders’ deficit | (19,364,505) | (17,356,230) |
Total liabilities and stockholders’ deficit | $ 881,231 | $ 503,273 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Nov. 30, 2016 | May 31, 2016 |
Intellectual technology property, accumulated amortization | $ 16,638 | $ 16,128 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
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 | $ 0.00001 | $ 0.00001 |
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 OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
Research and development (including depreciation and amortization) | 475,859 | 1,063,843 | 924,839 | 1,601,006 |
Administrative (including depreciation and amortization) | 94,479 | 793,743 | 452,416 | 3,598,620 |
Professional fees | 214,132 | 237,989 | 546,038 | 413,756 |
Depreciation and amortization | 255 | 255 | 510 | 510 |
Operating loss | (784,725) | (2,095,830) | (1,923,803) | (5,613,892) |
Other income (expense) | ||||
Interest income | 1 | 1 | 2 | 2 |
Interest expense | (135,467) | (103,852) | (264,807) | (201,473) |
Loss before income taxes | (920,191) | (2,199,681) | (2,188,608) | (5,815,363) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (920,191) | $ (2,199,681) | $ (2,188,608) | $ (5,815,363) |
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 | $ (0.03) | $ (0.08) | $ (0.08) | $ (0.20) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,188,608) | $ (5,815,363) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 510 | 510 |
Equity based expense | 180,333 | 3,357,336 |
(Increase)/decrease in: | ||
Prepaid expenses and deposits | (109,097) | (61,119) |
Accounts payable and accrued expenses | 256,233 | 551,702 |
Net cash and cash equivalents used in operating activities | (1,860,629) | (1,966,934) |
CASH FLOWS FROM INVESTING ACTIVITIES: | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of note payable to individuals | 2,130,000 | 1,725,000 |
Net cash and cash equivalents provided by financing activities | 2,130,000 | 1,725,000 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 269,371 | (241,934) |
Cash and cash equivalents, beginning of period | 444,179 | 928,279 |
Cash and cash equivalents, ending of period | 713,550 | 686,345 |
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Taxes paid | 0 | 0 |
NON-CASH FINANCING ACTIVITIES: | ||
Conversion of debt for equity | $ 0 | $ 0 |
ORGANIZATION AND BUSINESS ACTIV
ORGANIZATION AND BUSINESS ACTIVITIES | 6 Months Ended |
Nov. 30, 2016 | |
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 and inflammatory diseases including rheumatoid arthritis (RA) and Immune Thrombocytopenia (ITP). Its lead product, PRTX-100, is a highly-purified form of Staphylococcal protein A, a bacterial protein known to modify aspects of the human immune system. 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 and ITP. In the United States, the Company has open Investigational New Drug (IND) applications for the treatment of RA and ITP and in Europe, an open Investigational Medicinal Products Dossier (IMPD) for ITP. 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 of future human clinical trials. The safety, tolerability and pharmakinetics of PRTX-100 in humans have been characterized in six clinical studies and PRTX-100 has been granted Orphan Drug Designation (ODD) in the United States and Europe for the treatment of ITP. 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, 2016 | |
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. 96,811,136 9,415,450 11,619,796 2,188,608 4,279,100 3,991,479 1,860,629 713,550 279,653 100 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 the FDA approval process, its ability to sustain its operations would be significantly jeopardized. The most likely sources of additional financing include the sale of the Company’s equity or debt securities. On June 3, 2016, the Company filed amendment #1 to the Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission (SEC) (SEC File No. 333-206008), originally filed on July 31, 2015, with respect to a proposed public offering of Company securities. There is no assurance that the Company will consummate a public offering of its securities, or any other offering. Accordingly, additional capital that is required by the Company may not be available on reasonable terms, or at all. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Nov. 30, 2016 | |
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 SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) 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, 2016. This Report should be read in conjunction with the Company’s Annual Report. The preparation of financial statements in conformity with U.S. GAAP 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. 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, 2016 and November 30, 2015, the Company had potentially dilutive securities consisting of 3,982,543 4,605,543 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 90 days or less to be cash and cash equivalents. The cash and cash equivalent deposits are not insured by The Federal Deposit Insurance Corporation. Certain reclassifications have been made to the prior periods to conform to the current presentations in the financial statements. Research and development costs are expensed as incurred. 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 $ 180,333 3,357,336 As of November 30, 2016, the Company had issued 4,607,943 400 25,000 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. At November 30, 2016, there were 4,582,543 0 Six Months Ended Six Months Ended Dividends per year 0 0 Volatility percentage 0.00 % 606 % Risk free interest rate 0.00 % 4.00 % Expected life (years) 0.00 5.00 Weighted Average Fair Value $ 0 $ 5.41 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Nov. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 4. 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. 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, |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Nov. 30, 2016 | |
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 director. During the fiscal year ended May 31, 2015, the Company issued an option for an aggregate of 100,000 0.00001 6.00 625,000 625,000 During the fiscal year ended May 31, 2015, the Company issued an option for an aggregate of 100,000 6.00 625,000 625,000 During the fiscal year ended May 31, 2016, the Company issued an option for an aggregate of 250,000 5.41 1,352,500 1,352,500 |
SENIOR SECURED NOTES - RELATED
SENIOR SECURED NOTES - RELATED PARTY | 6 Months Ended |
Nov. 30, 2016 | |
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 9.0 3 (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) 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. 7.5 11 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 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 threshold amount requiring a Mandatory Prepayment from $ 7.5 10 10 On December 1, 2015, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $ 7.5 September 1, 2017 On June 30, 2016, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $ 9.0 On July 15, 2016, the Company entered into an agreement with Niobe pursuant to which it agreed to exchange all Notes outstanding, which as of November 30, 2016 had an aggregate outstanding principal balance of $ 17,414,366 7.0 The agreement further provided that 50% of accrued but unpaid interest would also be converted into Common Stock and 50% would be paid out of the proceeds of the qualified public offering. On November 1, 2016, the agreement expired pursuant its own terms. On August 31, 2016, the Company and Niobe agreed to extend the maturity date of the Consolidated Note and the maturity dates of all thirteen outstanding Original Notes with an aggregate principal amount of $ 5,030,000 On October 31, 2016, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $ 11.25 3 As of November 30, 2016, the outstanding principal balance under the 2014 Credit Facility totaled $ 9,230,000 2,130,000 345,000 375,000 375,000 345,000 345,000 345,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7. SUBSEQUENT EVENTS On each of December 9, 2016 and January 3, 2017 345,000 The Company has evaluated all other subsequent events and has determined that there were no other subsequent events to recognize or disclose in these financial statements. |
BASIS OF PRESENTATION AND SUM13
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP 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, 2016 and November 30, 2015, the Company had potentially dilutive securities consisting of 3,982,543 4,605,543 |
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 90 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. |
Research and Development | Research and Development Research and development costs are expensed as incurred. |
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 $ 180,333 3,357,336 As of November 30, 2016, the Company had issued 4,607,943 400 25,000 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. At November 30, 2016, there were 4,582,543 0 Six Months Ended Six Months Ended Dividends per year 0 0 Volatility percentage 0.00 % 606 % Risk free interest rate 0.00 % 4.00 % Expected life (years) 0.00 5.00 Weighted Average Fair Value $ 0 $ 5.41 |
BASIS OF PRESENTATION AND SUM14
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
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: Six Months Ended Six Months Ended Dividends per year 0 0 Volatility percentage 0.00 % 606 % Risk free interest rate 0.00 % 4.00 % Expected life (years) 0.00 5.00 Weighted Average Fair Value $ 0 $ 5.41 |
GOING CONCERN - Additional Info
GOING CONCERN - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | May 31, 2016 | May 31, 2015 | |
Cash Flow Supplemental Disclosures [Line Items] | ||||||
Deficit accumulated during the development stage | $ 96,811,136 | $ 96,811,136 | ||||
Net loss | 920,191 | $ 2,199,681 | 2,188,608 | $ 5,815,363 | $ 9,415,450 | $ 11,619,796 |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total | (1,860,629) | (1,966,934) | 4,279,100 | 3,991,479 | ||
Cash and cash equivalents | 713,550 | $ 686,345 | 713,550 | $ 686,345 | $ 444,179 | $ 928,279 |
Net working capital deficit | $ 279,653 | $ 279,653 |
BASIS OF PRESENTATION AND SUM16
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, number of stock options outstanding | 4,582,543 | |
Aggregate unrecognized compensation cost of unvested options | $ 0 | |
Stand-Alone Grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, number of options issued during period | 4,607,943 | |
Share based compensation, number of options exercised during period | 400 | |
Share based compensation, number of stock options expired during period | 25,000 | |
Operating Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost included in operating expenses | $ 180,333 | $ 3,357,336 |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,982,543 | 4,605,543 |
Fair Value of Assumptions of Op
Fair Value of Assumptions of Options Estimated on Grant Date (Detail) - $ / shares | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Assumptions used to Determine Fair Value Options [Line Items] | ||
Dividends per year | $ 0 | $ 0 |
Volatility percentage | 0.00% | 606.00% |
Risk free interest rate | 0.00% | 4.00% |
Expected life (years) | 0 years | 5 years |
Weighted Average Fair Value | $ 0 | $ 5.41 |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | May 31, 2016 | May 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Share-based Compensation, Total | $ 180,333 | $ 3,357,336 | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||
Mr. Elser | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 625,000 | |||
Share-based Compensation, Total | $ 625,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||
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 | 250,000 | 100,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.41 | $ 6 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,352,500 | $ 625,000 | ||
Share-based Compensation, Total | $ 1,352,500 | $ 625,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vested 50% on the date of issuance and 50% on the one year anniversary. |
SENIOR SECURED NOTES - RELATE19
SENIOR SECURED NOTES - RELATED PARTY - Additional Information (Detail) - USD ($) | Nov. 04, 2014 | Oct. 11, 2013 | Oct. 31, 2016 | Dec. 01, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 01, 2016 | Oct. 03, 2016 | Sep. 09, 2016 | Aug. 31, 2016 | Aug. 01, 2016 | Jun. 30, 2016 | Jun. 02, 2016 |
Related Party Transaction [Line Items] | |||||||||||||
Proceeds From Notes Payable | $ 2,130,000 | $ 1,725,000 | |||||||||||
Senior Secured Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | $ 9,000,000 | ||||||||||||
Secured note payable, interest rate | 3.00% | 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 Amount). | ||||||||||||
Consummation of equity financing, amount | $ 7,500,000 | $ 11,250,000 | $ 7,500,000 | ||||||||||
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. | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 9,000,000 | ||||||||||||
Debt Instrument, Maturity Date | Sep. 1, 2017 | ||||||||||||
Debt Conversion, Description | The agreement further provided that 50% of accrued but unpaid interest would also be converted into Common Stock and 50% would be paid out of the proceeds of the qualified public offering. On November 1, 2016, the agreement expired pursuant its own terms. | ||||||||||||
Niobe Ventures LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | $ 5,030,000 | ||||||||||||
Debt instrument carrying amount | $ 17,414,366 | ||||||||||||
Proceeds from Issuance of Common Stock | 7,000,000 | ||||||||||||
Niobe Ventures LLC | Senior Secured Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000,000 | ||||||||||||
Proceeds From Notes Payable | 10,000,000 | ||||||||||||
Niobe Ventures LLC | Senior Secured Note | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes Payable | 7,500,000 | ||||||||||||
Niobe Ventures LLC | Senior Secured Note | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes Payable | $ 10,000,000 | ||||||||||||
Niobe Ventures LLC | Senior Secured Convertible Notes | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | 9,230,000 | $ 345,000 | $ 345,000 | $ 345,000 | $ 375,000 | $ 375,000 | $ 345,000 | ||||||
Proceeds From Notes Payable | $ 2,130,000 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) - USD ($) | Jan. 03, 2017 | Dec. 09, 2016 |
Subsequent Event | Senior Secured Convertible Notes | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 345,000 | $ 345,000 |