Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Feb. 28, 2018 | Apr. 13, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 28, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
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 | 47,325,387 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Feb. 28, 2018 | May 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,440,866 | $ 487,383 |
Prepaid expenses | 107,847 | 107,209 |
Total current assets | 1,548,713 | 594,592 |
OTHER ASSETS: | ||
Intellectual technology property, net of accumulated amortization of $17,913 and $17,148 as of February 28, 2018 and May 31, 2017, respectively | 1,622 | 2,387 |
Total other assets | 1,622 | 2,387 |
Total Assets | 1,550,335 | 596,979 |
CURRENT LIABILITIES: | ||
Accounts payable | 719,066 | 489,029 |
Accrued expenses | 47,859 | 57,786 |
Total current liabilities | 766,925 | 546,815 |
LONG TERM LIABILITIES: | ||
Senior Convertible Debt - net of discount ($1,425,000 face value less Senior Convertible Debt Discount of $1,425,000 at February 28, 2018 and $0 Debt and $0 Discount at May 31, 2017) | 0 | 0 |
Senior Secured Note - related party | 0 | 20,299,366 |
Senior Secured Note Accrued Interest - related party | 1,974,349 | 1,490,416 |
Total liabilities | 2,741,274 | 22,336,597 |
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; 47,325,387 and 28,767,582 shares issued and outstanding, respectively | 474 | 288 |
Additional paid in capital | 101,885,724 | 77,446,343 |
Accumulated deficit | (103,077,137) | (99,186,249) |
Total stockholders’ (deficit) | (1,190,939) | (21,739,618) |
Total liabilities and stockholders’ (deficit) | $ 1,550,335 | $ 596,979 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Feb. 28, 2018 | May 31, 2017 |
Intellectual technology property, accumulated amortization | $ 17,913 | $ 17,148 |
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 | 47,325,387 | 28,767,582 |
Common stock, shares outstanding | 47,325,387 | 28,767,582 |
Senior Convertible Debt [Member] | ||
Debt Instrument, Face Amount | $ 1,425,000 | $ 0 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 1,425,000 | $ 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
Research and development | 536,815 | 814,002 | 1,766,693 | 1,738,842 |
Administrative | 867,839 | 127,616 | 1,163,517 | 580,031 |
Professional fees | 151,943 | 178,588 | 475,981 | 724,626 |
Depreciation and amortization | 255 | 255 | 765 | 765 |
Operating loss | (1,556,852) | (1,120,461) | (3,406,956) | (3,044,264) |
Other income (expense) | ||||
Interest income | 1 | 1 | 2 | 2 |
Interest expense | (164,558) | (141,400) | (483,934) | (406,207) |
Loss before income taxes | (1,721,409) | (1,261,860) | (3,890,888) | (3,450,469) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (1,721,409) | $ (1,261,860) | $ (3,890,888) | $ (3,450,469) |
Weighted average number of common shares outstanding | 28,976,097 | 28,767,582 | 28,835,809 | 28,767,582 |
Loss per common share - basic and diluted | $ (0.06) | $ (0.04) | $ (0.13) | $ (0.12) |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' (DEFICIT) - 9 months ended Feb. 28, 2018 - USD ($) | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit |
Beginning Balance at May. 31, 2017 | $ (21,739,618) | $ 288 | $ 77,446,343 | $ (99,186,249) |
Beginning Balance (in shares) at May. 31, 2017 | 28,767,582 | |||
Equity based expense | 745,200 | $ 0 | 745,200 | 0 |
Beneficial conversion feature | 1,425,000 | 0 | 1,425,000 | 0 |
Debt to Equity | 22,269,367 | $ 186 | 22,269,181 | 0 |
Debt to Equity (in shares) | 18,557,805 | |||
Net loss | (3,890,888) | $ 0 | 0 | (3,890,888) |
Ending balance at Feb. 28, 2018 | $ (1,190,939) | $ 474 | $ 101,885,724 | $ (103,077,137) |
Ending balance (in shares) at Feb. 28, 2018 | 47,325,387 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,890,888) | $ (3,450,469) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 765 | 765 |
Equity based expense | 745,200 | 180,333 |
(Increase)/decrease in: | ||
Prepaid expenses and deposits | (638) | (85,596) |
Increase/(decrease) in: | ||
Accounts payable and accrued expenses | 704,044 | 381,750 |
Net cash and cash equivalents used in operating activities | (2,441,517) | (2,973,217) |
CASH FLOWS FROM INVESTING ACTIVITIES: | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of Senior Convertible Notes | 1,425,000 | 0 |
Proceeds from Related Party Senior Secured Notes | 1,970,000 | 3,110,000 |
Net cash and cash equivalents provided by financing activities | 3,395,000 | 3,110,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 953,483 | 136,783 |
Cash and cash equivalents, beginning of period | 487,383 | 444,179 |
Cash and cash equivalents, ending of period | 1,440,866 | 580,962 |
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 0 |
Taxes paid | 0 | 0 |
Conversion of Related Party Senior Secured Notes | $ 22,269,367 | $ 0 |
ORGANIZATION AND BUSINESS ACTIV
ORGANIZATION AND BUSINESS ACTIVITIES | 9 Months Ended |
Feb. 28, 2018 | |
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 | 9 Months Ended |
Feb. 28, 2018 | |
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 February 28, 2018, the Company has incurred an accumulated deficit of $ 103,077,137 3,890,888 2,441,517 1,440,866 781,788 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 Company will require additional working capital to support its operations. The most likely sources of additional financing include the sale of the Company’s equity or debt securities. There is no assurance that additional capital that is required by the Company will be available on reasonable terms, or at all. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Feb. 28, 2018 | |
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, 2017. 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 February 28, 2018 and February 28, 2017, the Company had potentially dilutive securities consisting of 9,316,018 Senior Convertible Notes of 2,375,475 6,940,543 3,980,543 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 $ 745,200 180,333 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 Expected Volatility Risk-Free Interest Rate. At February 28, 2018, there were 6,940,543 5,360,543 745,200 0.54 400,000 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Feb. 28, 2018 | |
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 | 9 Months Ended |
Feb. 28, 2018 | |
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. |
SENIOR SECURED NOTES - RELATED
SENIOR SECURED NOTES - RELATED PARTY | 9 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
SENIOR SECURED NOTES - RELATED PARTY | NOTE 6. SENIOR SECURED NOTES - RELATED PARTY As of May 31, 2017, the outstanding principal balance under the Senior Secured Debt to Niobe totaled $ 20,299,366 $ 9,219,366 11,080,000 On June 1, 2017, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $ 13.05 3 On August 22, 2017, the Company and Niobe agreed to extend the maturity date of all outstanding notes issued to Niobe from the current maturity date of March 31, 2018 September 1, 2018 During the nine months ended February 28, 2018, the Company borrowed an aggregate of $ 1,970,000 290,000 290,000 290,000 290,000 290,000 200,000 220,000 100,000 13,050,000 On February 28, 2018, the Company raised an aggregate of $ 1.425 The Senior Notes are convertible into shares of Common Stock (defined below) at a price of $0.20 per share at the option of the holder prior to maturity or earlier prepayment, accrue interest at the rate of 10% per annum and are due on February 28, 2023. Upon conversion, the note holder will receive 5,000 shares of the Company’s common stock, par value $.00001 per share (“Common Stock”) for each $1,000 of principal or accrued interest converted. Two-thirds of the shares issuable upon any conversion of the Senior Notes will be acquired by the Company from Niobe for nominal consideration ($.01 per share) pursuant to a mandatory call agreement, entered into in connection with the Offering (the “Call Agreement”). As a result, for each $ 1,000 1,667 0.60 0.45 The Company evaluated the conversion feature of the Senior Notes and determined that under the accounting guidance for “Accounting for Convertible Securities with Beneficial Conversion Features” that a value should be attributed to the embedded conversion feature. On February 28, 2018, the date of issuance of the Senior Notes, the fair market value of Common Stock was $0.45 per share. The Company determined the allocation to the conversion feature to be $ 1.425 0 60 In addition, as a condition to the consummation of the Offering, on February 28, 2018 the Company and Niobe entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which Niobe converted $ 22,269,366 18,557,805 1.20 1,974,000 The foregoing purchases of securities were for investment and not with a view for distribution. The securities were issued without registration under the Securities Act of 1933, as amended, pursuant to the exemptions provided under Sections 4(a)(2) and 4(a)(5) thereof. All of the securities issued are restricted securities, bear a restrictive legend and will be subject to stop transfer restrictions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Feb. 28, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7. SUBSEQUENT EVENTS On March 13, 2018, the Company raised an additional $ 50,000 March 13, 2018 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 SUM14
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Feb. 28, 2018 | |
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 February 28, 2018 and February 28, 2017, the Company had potentially dilutive securities consisting of 9,316,018 Senior Convertible Notes of 2,375,475 6,940,543 3,980,543 |
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 $ 745,200 180,333 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 Expected Volatility Risk-Free Interest Rate. At February 28, 2018, there were 6,940,543 5,360,543 745,200 0.54 400,000 |
GOING CONCERN - Additional Info
GOING CONCERN - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 28, 2018 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 28, 2017 | May 31, 2017 | May 31, 2016 | |
Cash Flow Supplemental Disclosures [Line Items] | ||||||
Net loss | $ (1,721,409) | $ (1,261,860) | $ (3,890,888) | $ (3,450,469) | $ (4,563,721) | $ (9,415,450) |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total | (2,441,517) | (2,973,217) | (3,936,796) | (4,279,100) | ||
Cash and cash equivalents | 1,440,866 | $ 580,962 | 1,440,866 | $ 580,962 | 487,383 | $ 444,179 |
Working Capital | 781,788 | 781,788 | ||||
Retained Earnings (Accumulated Deficit) | $ (103,077,137) | $ (103,077,137) | $ (99,186,249) |
BASIS OF PRESENTATION AND SUM16
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, number of stock options outstanding | 6,940,543 | |
Aggregate unrecognized compensation cost of unvested options | $ 745,200 | |
Share based compensation, number of stock options granted during period | 2,760,000 | |
Weighted average exercise price of options | $ 0.54 | |
Share based compensation, number of stock options expired during period | 400,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,316,018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 5,360,543 | |
Senior Convertible Notes [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,375,475 | |
Operating Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost included in operating expenses | $ 745,200 | $ 180,333 |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,940,543 | 3,980,543 |
SENIOR SECURED NOTES - RELATE17
SENIOR SECURED NOTES - RELATED PARTY - Additional Information (Detail) - USD ($) | Jan. 12, 2018 | Dec. 15, 2017 | Aug. 10, 2017 | Jul. 10, 2017 | Feb. 28, 2018 | Nov. 17, 2017 | Oct. 23, 2017 | Sep. 15, 2017 | Aug. 22, 2017 | Jun. 15, 2017 | Jun. 02, 2017 | Feb. 28, 2018 | May 31, 2017 | Oct. 11, 2013 |
Related Party Transaction [Line Items] | ||||||||||||||
Long-term Line of Credit | $ 13,050,000 | $ 13,050,000 | ||||||||||||
Proceeds from Lines of Credit | $ 100,000 | $ 220,000 | $ 290,000 | $ 290,000 | $ 200,000 | $ 290,000 | $ 290,000 | $ 290,000 | 1,970,000 | |||||
Interest Payable on Notes Payable, Related Parties, Noncurrent | $ 1,974,349 | $ 1,974,349 | $ 1,490,416 | |||||||||||
Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share Price | $ 0.45 | $ 0.45 | ||||||||||||
February and March [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Aggregate of Accredited Investors | $ 1,425,000 | $ 1,425,000 | ||||||||||||
Call Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | $ 0.60 | ||||||||||||
Debt Instrument, Principal or Interest Converted | $ 1,000 | |||||||||||||
Conversion of Stock, Shares Issued | 1,667 | |||||||||||||
2014 Credit Facility [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.20 | $ 1.20 | ||||||||||||
Conversion of Stock, Shares Converted | 18,557,805 | |||||||||||||
Convertible Notes Payable, Current | $ 22,269,366 | $ 22,269,366 | ||||||||||||
Senior Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common Stock, Fair Market Value Per Share | $ 0.45 | $ 0.45 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 1,425,000 | |||||||||||||
Debt Instrument, Reduced Face Amount | $ 0 | $ 0 | ||||||||||||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 60 months | |||||||||||||
Senior Secured Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument carrying amount | $ 9,219,366 | |||||||||||||
Consummation of equity financing, amount | $ 13,050,000 | |||||||||||||
Debt Instrument, Maturity Date | Sep. 1, 2018 | Mar. 31, 2018 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||
Share Price | $ 0.01 | $ 0.01 | ||||||||||||
Senior Secured Convertible Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument, Description | The Senior Notes are convertible into shares of Common Stock (defined below) at a price of $0.20 per share at the option of the holder prior to maturity or earlier prepayment, accrue interest at the rate of 10% per annum and are due on February 28, 2023. Upon conversion, the note holder will receive 5,000 shares of the Company’s common stock, par value $.00001 per share (“Common Stock”) for each $1,000 of principal or accrued interest converted. | |||||||||||||
Niobe Ventures LLC | 2014 Credit Facility [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | 11,080,000 | |||||||||||||
Niobe Ventures LLC | Senior Secured Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 20,299,366 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) - Subsequent Event | Mar. 13, 2018USD ($) |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 50,000 |
Debt Instrument, Maturity Date | Mar. 13, 2018 |