Protalex (PRTX) 10-Q 13 Apr 18 2018 Q3 Quarterly report Financial data

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