Protalex (PRTX) 10-K 11 Sep 18 2018 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
	May 31, 2018	Sep. 11, 2018	Nov. 30, 2017
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	May 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	FY
Entity Registrant Name	PROTALEX INC
Entity Central Index Key	1,099,215
Current Fiscal Year End Date	--05-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 6.8
Trading Symbol	PRTX
Entity Common Stock, Shares Outstanding		47,325,387

BALANCE SHEETS

BALANCE SHEETS - USD ($)	May 31, 2018	May 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 555,411	$ 487,383
Prepaid expenses	74,386	107,209
Total current assets	629,797	594,592
OTHER ASSETS:
Intellectual technology property, net of accumulated amortization of $18,168 and $17,148 as of May 31, 2018 and May 31, 2017, respectively	1,367	2,387
Total other assets	1,367	2,387
Total Assets	631,164	596,979
CURRENT LIABILITIES:
Accounts payable	428,383	489,029
Accrued expenses	200,752	57,786
Total current liabilities	629,135	546,815
LONG TERM LIABILITIES:
Senior Secured Note – related party	0	20,299,366
Note Payable – related party	1,989,322	1,490,416
Senior Convertible Debt - net of discount ($1,475,000 face value less Senior Convertible Debt Discount of $1,399,873 at May 31, 2018 and $0 Debt and $0 Discount at May 31, 2017)	75,127	0
Senior Secured Convertible Note – Accrued Interest	37,514	0
Total liabilities	2,731,098	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	473	288
Additional paid in capital	102,122,025	77,446,343
Accumulated deficit	(104,222,432)	(99,186,249)
Total stockholders' (deficit)	(2,099,934)	(21,739,618)
Total liabilities and stockholders' (deficit)	$ 631,164	$ 596,979

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	May 31, 2018	May 31, 2017
Intellectual technology property, accumulated amortization	$ 18,168	$ 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	$ 1,475,000	$ 0
Debt Instrument, Unamortized Discount, Noncurrent	$ 1,399,873	$ 0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Revenues	$ 0	$ 0
Operating Expenses
Research and development	2,279,825	2,383,769
Administrative	1,495,415	754,317
Professional fees	648,379	867,084
Depreciation and amortization	1,020	1,020
Operating loss	(4,424,639)	(4,006,190)
Other income (expense)
Interest income	3	3
Interest expense	(611,547)	(557,534)
Loss before income taxes	(5,036,183)	(4,563,721)
Provision for income taxes	0	0
Net loss	$ (5,036,183)	$ (4,563,721)
Weighted average number of common shares outstanding – basic and diluted	33,546,852	28,767,582
Loss per common share – basic and diluted	$ (0.15)	$ (0.16)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) - USD ($)	Total	Common Stock	Additional Paid in Capital	Accumulated Deficit
Beginning Balance at May. 31, 2016	$ (17,356,230)	$ 288	$ 77,266,010	$ (94,622,528)
Beginning Balance (in shares) at May. 31, 2016		28,767,582
Stock based compensation	180,333	$ 0	180,333	0
Net loss	(4,563,721)	0	0	(4,563,721)
Ending balance at May. 31, 2017	(21,739,618)	$ 288	77,446,343	(99,186,249)
Ending balance (in shares) at May. 31, 2017		28,767,582
Stock based compensation	931,500	$ 0	931,500	0
Beneficial conversion feature	1,475,000	0	1,475,000	0
Debt to Equity conversion	22,269,367	$ 185	22,269,182	0
Debt to Equity conversion (in shares)		18,557,805
Net loss	(5,036,183)	$ 0	0	(5,036,183)
Ending balance at May. 31, 2018	$ (2,099,934)	$ 473	$ 102,122,025	$ (104,222,432)
Ending balance (in shares) at May. 31, 2018		47,325,387

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,036,183)	$ (4,563,721)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities
Amortization of debt discount	75,127	0
Depreciation and amortization	1,020	1,020
Stock based compensation	931,500	180,333
(Increase)/decrease in:
Prepaid expenses and deposits	32,824	(51,522)
Increase (decrease) in:
Accounts payable and accrued expenses	82,320	(60,440)
Accrued interest payable	536,420	557,534
Net cash and cash equivalents used in operating activities	(3,376,972)	(3,936,796)
CASH FLOWS FROM INVESTING ACTIVITIES:	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of note payable to related party	0	3,980,000
Proceeds from issuance of Senior Convertible Notes	1,475,000	0
Proceeds from Related Party Senior Secured Notes	1,970,000	0
Net cash and cash equivalents provided by financing activities	3,445,000	3,980,000
NET INCREASE IN CASH AND CASH EQUIVALENTS	68,028	43,204
Cash and cash equivalents, beginning of year	487,383	444,179
Cash and cash equivalents, end of year	555,411	487,383
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	12 Months Ended
	May 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS ACTIVITIES	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 candidate, 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 outstanding. Unless otherwise noted, all references in these financial statements and notes to financial statements to number of shares, price per share and weighted average number of shares outstanding of Common Stock prior to this reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis. PRTX-100 has demonstrated effectiveness in animal models of autoimmune diseases as well as demonstrated activity on cultured human immune cells at very low concentrations, although the effectiveness of PRTX-100 shown in pre-clinical studies using animal models may not be predictive of the results that the Company would see in future human clinical trials. The safety, tolerability and pharmakinetics have been characterized in eight clinical studies. The Company does not anticipate generating operating revenue for the foreseeable future and does not currently have any products that are marketable. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The ability of the Company to continue as a going concern is dependent upon developing products that are regulatory approved and market accepted. There is no assurance that these plans will be realized in whole or in part. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

CHANGE OF OWNERSHIP TRANSACTION

CHANGE OF OWNERSHIP TRANSACTION	12 Months Ended
	May 31, 2018
Working Capital Information [Abstract]
Working Capital Information	2. CHANGE OF OWNERSHIP TRANSACTION On November 11, 2009 (the “Effective Date”), the Company consummated a financing transaction (the “Financing”) in which it raised $3,000,000 of working capital pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”). Pursuant to the Purchase Agreement, the Company issued to Niobe (i) 8,695,652 restricted shares of Common Stock at a purchase price of $0.23 per share (or $2 million in the aggregate) and (ii) a senior secured convertible promissory note in the principal amount of $1 million convertible into shares of Common Stock at an initial conversion price equal to $0.23 per share (the “$1 Million Secured Note”). On February 11, 2011, Niobe converted the $1 Million Secured Note, including $37,500 of accrued interest thereon, into 4,510,870 shares of Common Stock. As contemplated by the Purchase Agreement, all of the Company’s executive officers and all of the members of its Board of Directors (the “Board”) prior to the closing of the Financing, with the exception of Frank M. Dougherty, resigned effective concurrently with the closing of the Financing. Mr. Dougherty resigned effective upon the expiration of the 10-day notice period required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, effective upon the closing of the Financing, the Board appointed Arnold P. Kling as a director and then elected him as the Company’s president and elected Kirk M. Warshaw as the Company’s chief financial officer and secretary. On February 11, 2011, for the purpose of providing the Company with additional working capital, pursuant to an existing Credit Facility Agreement dated as of December 2, 2009 (the “Facility”) with Niobe, the Company issued to Niobe a senior secured convertible promissory note in the principal amount of $2 million (the “$2 Million Secured Convertible Note”). The $2 Mill The $2 Million Secured Convertible Note was convertible at any time, by the holder, subject only to the requirement that the Company have sufficient authorized shares of Common Stock after taking into account all outstanding shares of Common Stock and the maximum number of shares issuable under all issued and outstanding convertible securities. In addition, the $2 Million Secured Convertible Note would automatically be converted if the Company undertake certain Fundamental Transactions, as defined in the $2 Million Secured Convertible Note, (such as a merger, sale of all of the Company’s assets, exchange or tender offer, or reclassification of its stock or compulsory exchange). The $2 Million Secured Convertible Note also provided for the adjustment of the conversion price in the event of stock dividends and stock splits, and provides for acceleration of maturity, at the holder’s option, upon an event of default, as defined in the $2 Million Secured Convertible Note. On August 27, 2013, Niobe elected to convert the principal and accrued interest of $2,155,000 under the $2 Million Secured Convertible Note into 9,369,565 shares of Common Stock. During the period February 1, 2012 to August 27, 2013 the Company raised a total of $9,000,000 in principal through the issuance of several varying amounts of loans from Niobe and are hereinafter referred to as the “Secured Notes.” These Secured Notes bore an interest rate of 3% and had maturity dates ranging from February 1, 2014 to August 27, 2015. 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 the Secured Notes plus interest accrued at 3% per annum on each note from its respective date of issuance. The terms of the Consolidated Note are identical to the Secured Notes except that: (a) the maturity date was September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple “Liquidity Events” in an amount equal to twenty-five (25%) percent of such gross proceeds. A “Liquidity Event” means (a) the sale of any of 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 with Niobe. On January 23, 2014, the Company consummated a private placement financing to accredited investors of 471,334 shares of Common Stock at $6.00 per share, yielding gross proceeds of $2,828,000. No commissions were payable in connection with the financing transaction. Proceeds of the financing will be used for working capital purposes, principally to fund ongoing clinical trials and studies and related activities. The investors in the offering were granted piggy-back registration rights in connection with certain registration statements filed by the Company, subject to certain exceptions, including a registration statement filed in connection with a primary offering by the Company. On November 4, 2014, the Company entered into a new Credit Facility Agreement (the “2014 Credit Facility Agreement”) pursuant to which it may borrow up to an additional $5 million from Niobe in the form of secured loans of up to $300,000 on the last day of each calendar month, subject to certain conditions which may be waived by Niobe, at any time prior to the December 31, 2015 expiration date (the “2014 Credit Facility”). Each loan made 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 an “Original Note”). The Company’s obligations under each Note will be secured by a first priority perfected security interest in all of its assets 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, as modified in October 2014, was further amended to increase the threshold amount requiring a Mandatory Prepayment from $7.5 Million to more than $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. In October 2015, the Company entered into an agreement with Niobe pursuant to which Niobe agreed to convert all notes outstanding into shares of Common Stock, at the offering price in a “qualified public offering” consummated by the Company. The agreement defines a “qualified public offering” to mean a public offering of Common Stock yielding gross proceeds to the Company of at least $7 million, which is consummated on or before February 29, 2016. The agreement further provided that accrued interest would be paid out of the proceeds of the qualified public offering. On December 1, 2015, the agreement expired pursuant its own terms. On December 1, 2015, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $7.5 million and to extend the expiration date of such credit facility to December 31, 2016 pursuant to which the Company and Niobe entered into and an Amended and Restated 2014 Credit Facility Agreement (the “Amended and Restated Agreement”). Each loan under the Amended and Restated Agreement has been and will be represented by a senior secured promissory note bearing interest at a rate of 3% per annum which matures on September 1, 2017 (each a “New Note”). Collectively, the Original Note and the New Note are hereinafter referred to as the “Notes”. In addition, the Security Agreement was also amended and restated to secure the Company’s obligations under all the Notes. On June 30, 2016, the 2014 Credit Facility was again amended to increase the funds available for loans to the Company to $9.0 million (the “Second Amended and Restated Agreement”). Each loan under the Second Amended and Restated Agreement has been represented by a New Note. In addition, the Security Agreement was also amended and restated to secure the Company’s obligations under all the notes issued and outstanding under the 2014 Credit Facility as of June 30, 2016 and all the New Notes issued pursuant to the Second Amended and Restated Agreement. 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, from September 1, 2016 to September 1, 2017. All other terms and provisions of the Consolidated Note and Original Notes remained unchanged and in full force and effect. On October 31, 2016, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $11.25 million and to extend the expiration date of such facility to June 15, 2017 (the “Third Amended and Restated Agreement”). Each loan under the Third Amended and Restated Agreement will be represented by a senior secured promissory note bearing interest at a rate of 3% per annum which matures on March 31, 2018 (each a “2018 Note”). The Security Agreement was also amended and restated to secure the Company’s obligations under all the notes issued under the 2014 Credit Facility as of October 31, 2016 and all the 2018 Notes. In addition, the Company and Niobe also agreed to extend to March 31, 2018, the maturity dates of the Consolidated Note and all the notes issued and outstanding under the 2014 Credit Facility as of October 31, 2016. During the year ended May 31, 2017, the Company borrowed an aggregate of $3,980,000 including $345,000 on June 1, 2016, $375,000 on June 30, 2016, $375,000 on August 1, 2016, $345,000 on September 9, 2016, $345,000 on October 3, 2016, $345,000 on November 1, 2016, $345,000 on December 9, 2016, $345,000 on January 3, 2017, $290,000 on February 2, 2017, $290,000 on March 3, 2017, $290,000 on April 5, 2017, and $290,000 on May 11, 2017. On June 1, 2017, the 2014 Credit Facility was amended to increase the funds available for loans to us to $13.05 million and to extend the expiration date of such facility to March 31, 2018 (the “Fourth Amended and Restated Agreement”). Each loan under the Fourth Amended and Restated Agreement was represented by a 2018 Note. The Security Agreement was also amended and restated to also secure the Company’s obligations under all the 2018 Notes issued pursuant to the Fourth Amended and Restated Agreement. On August 22, 2017, the Company and Niobe agreed to extend the maturity date of all outstanding notes issued to Niobe from March 31, 2018 to September 1, 2018. All other terms and provisions of such notes remained unchanged and in full force and effect. During the year ended May 31, 2018, the Company borrowed an aggregate of $1,970,000; $290,000 on June 15, 2017, $290,000 on July 10, 2017, $290,000 on August 10, 2017, $290,000 on September 15, 2017, $290,000 on October 23, 2017, $200,000 on November 17, 2017, $220,000 on December 15, 2017 and $100,000 on January 12, 2018. Prior to the Offering described below, the outstanding principal balance under the 2014 Credit Facility totaled $13,050,000. On February 28, 2018, the Company raised an aggregate of $1.425 million from eight accredited investors in a private placement financing (the “Offering”) of 10% Senior Convertible Notes, due on February 28, 2023 (the “Senior Notes”). No commissions were payable in connection with the Offering which was principally sold to the Company’s existing stockholders. No registration rights were granted to the investors in the Offering. The Senior Notes are convertible into shares of Common Stock 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 common stock of the Company 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 of principal or interest converted, the Company will issue approximately 1,667 new shares. Accordingly, the Company’s effective conversion price will be approximately $0.60 per share of Common Stock, with Niobe incurring substantially all of the associated dilution. The closing price per share of Common Stock on the date of the Offering was $0.45. On March 13, 2018, the Company raised an additional $50,000 in the Offering and issued a Senior Note in the principal amount of $50,000 to an accredited investor. In connection with the foregoing, on March 13, 2018, the Call Agreement was amended and restated to also include two-thirds of the shares issuable upon the conversion of this Senior Note. 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. We determined the allocation to the conversion feature to be $1.475 million, which reduced the face amount of the Senior Notes carried on our balance sheet to -$0-. This discount will be amortized over 60 months and will serve to increase the interest expense of the Senior Notes during the term of such notes. During the year ended May 31, 2018, $75,127 of the discount was amortized and increased interest expense by that amount. As of May 31, 2018, $1,399,873 of the original discount remained resulting in the net amount of the debt being $75,127 as of May 31, 2018. In addition, as a condition to the consummation of the Offering, on February 28, 2018, the Company entered into an Exchange Agreement with Niobe (the “Exchange Agreement”) pursuant to which Niobe converted $22,269,367 of outstanding notes due September 30, 2018 (the aggregate of the outstanding principal balance under the Consolidated Note and the 2014 Credit Facility) into 18,557,805 shares of Common Stock at a conversion price of $1.20 per share. Consequently, at May 31, 2018, the only remaining indebtedness due on the Consolidated Note and the 2014 Credit Facility was $1,989,322, representing the accrued but unpaid interest on the notes converted by of the accrued interest on the Consolidated Note and all the notes issued under the 2014 Credit Facility 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 such notes. The Company’s obligations under such notes are secured by the Security Agreement.

GOING CONCERN

GOING CONCERN	12 Months Ended
	May 31, 2018
Going Concern Disclosure [Abstract]
GOING CONCERN	3. GOING CONCERN There is substantial doubt about the Company’s ability to continue as a going concern. From inception through May 31, 2018, the Company has incurred an accumulated deficit of $104,222,432. For the years ended May 31, 2018 and 2017, the Company had net losses of $5,036,183 and $4,563,721 respectively. The Company utilized $3,376,972 and $3,936,796 and of cash for operating activities for the years ended May 31, 2018 and 2017, respectively. As of May 31, 2018, the Company had cash and cash equivalents of $555,411 and net working capital of $662. 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. Except for the Senior Notes and the accrued by unpaid interest on the senior secured notes payable to Niobe 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 ACCOUNTING AND SUMMARY

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	May 31, 2018
Accounting Policies [Abstract]
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	4. BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 accounting guidance “Earnings Per Share” that provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share include no dilution and is computed by dividing the loss to common stockholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities 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 May 31, 2018 and 2017, the Company had a total of 5,560,543 and 4,380,543 shares, respectively, of shares of Common Stock underlying exercisable stock options . 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 $931,500 and $180,333 and is included in operating expenses for the years ended May 31, 2018 and May 31, 2017, 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, 2018 and 2017 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. As of May 31, 2018, there were 6,940,543 stock options outstanding. At May 31, 2018, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model, was $558,900. During the year ended May 31, 2018, the Company granted 2,760,000 stock options and 400,000 stock options expired. 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: Year Ended May 31, 2018 Year Ended May 31, 2017 Dividends per year 0 N/A Volatility percentage 699 N/A Risk free interest rate 5 % N/A Expected life (years) 5 N/A Weighted Average Fair Value $ 0.54 N/A 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 (“FDIC”). Intellectual Technology Property, Amortization The Company’s intellectual technology property was originally licensed from a former related party. This intellectual technology property was then assigned to the Company upon the dissolution of the related party. The cost of the intellectual technology property is being amortized over a 20-year period. Amortization expense is $1,020 respectively, for the years ended May 31, 2018 and 2017. The Company reviews the intellectual property for impairment on at least an annual basis in accordance with the accounting guidance for “Goodwill and Other Intangible Assets”; no impairment charge was recorded as of May 31, 2018. Amortization expense for the intellectual property will be $1,020 for the next year with the remaining balance written off in the subsequent year. Income Taxes Income taxes are recognized using enacted tax rates, and are composed of taxes on financial accounting income that is adjusted for the requirement of current tax law and deferred taxes. Deferred taxes are accounted for using the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company does not expect to have current income taxes payable or deferred tax asset balances for the foreseeable future. The FASB accounting guidance for income taxes establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in the Company’s financial statements. On initial application, ASC 740 must be applied to all tax positions for which the statute of limitations remains open. Only tax positions that meet the more-likely-than-not recognition threshold at the adoption date will be recognized or continue to be recognized. The cumulative effect of applying this accounting guidance is to be reported as an adjustment to retained earnings at the beginning of the period in which it is adopted. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 8. Research and Development Research and development costs are expensed as incurred and also include depreciation as reported above. Financial Instruments The Company adopted FASB ASC 820-Fair Value Measurements and Disclosure or ASC 820 for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company values its financial instruments as required by estimating their fair value. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The Company’s financial instruments primarily consist of cash and cash equivalents, convertible debt, accounts payable and accruals. Cash and cash equivalents include money market securities and commercial paper that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the fair value hierarchy. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective year ends. New Accounting Pronouncements Except as set forth below, management does not believe that any other 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. The amendments in ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. ASU 2017-11 defines down round feature as: “A feature in a financial instrument that reduces the strike price of an issued financial instrument if the issuer sells shares of its stock for an amount less than the currently stated strike price of the issued financial instrument or issues an equity-linked financial instrument with a strike price below the currently stated strike price of the issued financial instrument. A down round feature may reduce the strike price of a financial instrument to the current issuance price, or the reduction may be limited by a floor or on the basis of a formula that results in a price that is at a discount to the original exercise price but above the new issuance price of the shares, or may reduce the strike price to below the current issuance price. A standard antidilution provision is not considered a down round feature” Early Adoption ASU 2017-11 -

SENIOR SECURED NOTES - RELATED

SENIOR SECURED NOTES - RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS	12 Months Ended
	May 31, 2018
Debt Disclosure [Abstract]
SENIOR SECURED NOTES – RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS	5. SENIOR SECURED NOTES – RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS Senior Secured Notes – Related Party a. On November 11, 2009 (the “Effective Date”), the Company consummated a financing transaction (the “Financing”) in which it raised $3,000,000 of working capital pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”). Pursuant to the Purchase Agreement, the Company issued to Niobe (i) 8,695,652 restricted shares of Common Stock at a purchase price of $0.23 per share (or $2 million in the aggregate) and (ii) a senior secured convertible promissory note in the principal amount of $1 million convertible into shares of Common Stock at an initial conversion price equal to $0.23 per share (the “$1 Million Secured Note”). On February 11, 2011, Niobe converted the $1 Million Secured Note, including $37,500 of accrued interest thereon, into 4,510,870 shares of Common Stock. On February 11, 2011, for the purpose of providing the Company with additional working capital, pursuant to an existing Credit Facility Agreement dated as of December 2, 2009 (the “Facility”) with Niobe, the Company issued to Niobe a senior secured convertible promissory note in the principal amount of $2 million (the “$2 Million Secured Convertible Note”). The $2 Million Secured Convertible Note was convertible into shares of Common Stock at a conversion price of $0.23 per share, for an aggregate of 8,695,652 shares of Common Stock (net of accrued interest thereon), bore interest at a rate of 3% per annum and matured on December 31, 2013. The original maturity was December 31, 2012 but in December 2012 Niobe agreed, for no consideration, to extend the maturity date to December 31, 2013. The $2 Million Secured Convertible Note was convertible at any time, by the holder, subject only to the requirement that the Company have sufficient authorized shares of Common Stock after taking into account all outstanding shares of Common Stock and the maximum number of shares issuable under all issued and outstanding convertible securities. In addition, the $2 Million Secured Convertible Note would automatically be converted if the Company undertake certain Fundamental Transactions, as defined in the $2 Million Secured Convertible Note, (such as a merger, sale of all of the Company’s assets, exchange or tender offer, or reclassification of its stock or compulsory exchange). The $2 Million Secured Convertible Note also provided for the adjustment of the conversion price in the event of stock dividends and stock splits, and provides for acceleration of maturity, at the holder’s option, upon an event of default, as defined in the $2 Million Secured Convertible Note. On August 27, 2013, Niobe elected to convert the principal and accrued interest of $2,155,000 under the $2 Million Secured Convertible Note into 9,369,565 shares of Common Stock. During the period February 1, 2012 to August 27, 2013 the Company raised a total of $9,000,000 in principal through the issuance of several varying amounts of loans from Niobe and are hereinafter referred to as the “Secured Notes.” These Secured Notes bore an interest rate of 3% and had maturity dates ranging from February 1, 2014 to August 27, 2015. 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 the Secured Notes plus interest accrued at 3% per annum on each note from its respective date of issuance. The terms of the Consolidated Note are identical to the Secured Notes except that: (a) the maturity date is September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple “Liquidity Events” in an amount equal to twenty-five (25%) percent of such gross proceeds. A “Liquidity Event” means (a) the sale of any of 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 with Niobe. b. On November 4, 2014, the Company entered into a new Credit Facility Agreement (the “2014 Credit Facility Agreement”) pursuant to which it may borrow up to an additional $5 million from Niobe in the form of secured loans of up to $300,000 on the last day of each calendar month, subject to certain conditions which may be waived by Niobe, at any time prior to the December 31, 2015 expiration date (the “2014 Credit Facility”). Each loan made 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 an “Original Note”). The Company’s obligations under each Note will be secured by a first priority perfected security interest in all of its assets 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, as modified in October 2014, was further amended to increase the threshold amount requiring a Mandatory Prepayment from $7.5 Million to more than $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. In October 2015, the Company entered into an agreement with Niobe pursuant to which Niobe agreed to convert all notes outstanding into shares of Common Stock, at the offering price in a “qualified public offering” consummated by the Company. The agreement defines a “qualified public offering” to mean a public offering of Common Stock yielding gross proceeds to the Company of at least $7 million, which is consummated on or before February 29, 2016. The agreement further provided that accrued interest would be paid out of the proceeds of the qualified public offering. On December 1, 2015, the agreement expired pursuant its own terms. On December 1, 2015, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $7.5 million and to extend the expiration date of such credit facility to December 31, 2016 pursuant to which the Company and Niobe entered into and an Amended and Restated 2014 Credit Facility Agreement (the “Amended and Restated Agreement”). Each loan under the Amended and Restated Agreement has been and will be represented by a senior secured promissory note bearing interest at a rate of 3% per annum which matures on September 1, 2017 (each a “New Note”). Collectively, the Original Note and the New Note are hereinafter referred to as the “Notes”. In addition, the Security Agreement was also amended and restated to secure the Company’s obligations under all the Notes. On June 30, 2016, the 2014 Credit Facility was again amended to increase the funds available for loans to the Company to $9.0 million (the “Second Amended and Restated Agreement”). Each loan under the Second Amended and Restated Agreement has been represented by a New Note. In addition, the Security Agreement was also amended and restated to secure the Company’s obligations under all the notes issued and outstanding under the 2014 Credit Facility as of June 30, 2016 and all the New Notes issued pursuant to the Second Amended and Restated Agreement. 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, from September 1, 2016 to September 1, 2017. All other terms and provisions of the Consolidated Note and Original Notes remained unchanged and in full force and effect. On October 31, 2016, the 2014 Credit Facility was amended to increase the funds available for loans to the Company to $11.25 million and to extend the expiration date of such facility to June 15, 2017 (the “Third Amended and Restated Agreement”). Each loan under the Third Amended and Restated Agreement will be represented by a senior secured promissory note bearing interest at a rate of 3% per annum which matures on March 31, 2018 (each a “2018 Note”). The Security Agreement was also amended and restated to secure the Company’s obligations under all the notes issued under the 2014 Credit Facility as of October 31, 2016 and all the 2018 Notes. In addition, the Company and Niobe also agreed to extend to March 31, 2018, the maturity dates of the Consolidated Note and all the notes issued and outstanding under the 2014 Credit Facility as of October 31, 2016. During the year ended May 31, 2017, the Company borrowed an aggregate of $3,980,000; $345,000 on June 1, 2016, $375,000 on June 30, 2016, $375,000 on August 1, 2016, $345,000 on September 9, 2016, $345,000 on October 3, 2016, $345,000 on November 1, 2016, $345,000 on December 9, 2016, $345,000 on January 3, 2017, $290,000 on February 2, 2017, $290,000 on March 3, 2017, $290,000 on April 5, 2017, and $290,000 on May 11, 2017. On June 1, 2017, the 2014 Credit Facility was amended to increase the funds available for loans to us to $13.05 million and to extend the expiration date of such facility to March 31, 2018 (the “Fourth Amended and Restated Agreement”). Each loan under the Fourth Amended and Restated Agreement was represented by a 2018 Note. The Security Agreement was also amended and restated to also secure the Company’s obligations under all the 2018 Notes issued pursuant to the Fourth Amended and Restated Agreement. On August 22, 2017, the Company and Niobe agreed to extend the maturity date of all outstanding notes issued to Niobe from March 31, 2018 to September 1, 2018. All other terms and provisions of such notes remained unchanged and in full force and effect. During the year ended May 31, 2018, the Company borrowed an aggregate of $1,970,000; $290,000 on June 15, 2017, $290,000 on July 10, 2017, $290,000 on August 10, 2017, $290,000 on September 15, 2017, $290,000 on October 23, 2017, $200,000 on November 17, 2017, $220,000 on December 15, 2017 and $100,000 on January 12, 2018. Prior to the Offering described below, the outstanding principal balance under the 2014 Credit Facility totaled $13,050,000. c. On February 28, 2018, the Company raised an aggregate of $1.425 million from eight accredited investors in a private placement financing (the “Offering”) of 10% Senior Convertible Notes, due on February 28, 2023 (the “Senior Notes”). No commissions were payable in connection with the Offering which was principally sold to the Company’s existing stockholders. Proceeds of the Offering are being used for working capital purposes, principally to fund ongoing clinical trials and studies and related activities. No registration rights were granted to the investors in the Offering. The Senior Notes are convertible into shares of Common Stock 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 common stock of the Company 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 of principal or interest converted, the Company will issue approximately 1,667 new shares. Accordingly, the Company’s effective conversion price will be approximately $0.60 per share of Common Stock, with Niobe incurring substantially all of the associated dilution. The closing price per share of Common Stock on the date of the Offering was $0.45. On March 13, 2018, the Company raised an additional $50,000 in the Offering and issued a Senior Note in the principal amount of $50,000 to an accredited investor. In connection with the foregoing, on March 13, 2018, the Call Agreement was amended and restated to also include two-thirds of the shares issuable upon the conversion of this Senior Note. 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. We determined the allocation to the conversion feature to be $1.475 million, which reduced the face amount of the Senior Notes carried on our balance sheet to -$0-. This discount will be amortized over 60 months and will serve to increase the interest expense of the Senior Notes during the term of such notes. During the year ended May 31, 2018, $75,127 of the discount was amortized and increased interest expense by that amount. As of May 31, 2018, $1,399,873 of the original discount remained resulting in the net amount of the debt being $75,127 as of May 31, 2018. In addition, as a condition to the consummation of the Offering, on February 28, 2018, the Company entered into an Exchange Agreement with Niobe (the “Exchange Agreement”) pursuant to which Niobe converted $22,269,367 of outstanding notes due September 30, 2018 (the aggregate of the outstanding principal balance under the Consolidated Note and the 2014 Credit Facility) into 18,557,805 shares of Common Stock at a conversion price of $1.20 per share. Consequently, at May 31, 2018, the only remaining indebtedness due on the Consolidated Note and the 2014 Credit Facility was $1,989,322, representing the accrued but unpaid interest on the notes converted by of the accrued interest on the Consolidated Note and all the notes issued under the 2014 Credit Facility will, at Niobe’s election, automatically become immediately due and payable if we undertake certain Fundamental Transactions or upon an Event of Default, both as defined in such notes. Our obligations under such notes are secured by the Security Agreement. All of the securities issued in the aforementioned financings were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(a)(5) and Rule 506 of Regulation D thereof. The offer, sale and issuance of such securities were made without general solicitation or advertising. The securities were offered and issued only to “accredited investors” as such term is defined in Rule 501 under the Act. Niobe, a majority stockholder of the Company and the holder of the Consolidated Note and all the notes issued under the 2014 Credit Facility, is controlled by Arnold P. Kling, the Company’s President and a director, Arnold P. Kling. Carlisle Investments International Inc., one of the accredited investors in the Offering, is managed by Marco Elser, a director of the Company. Other Related Party Transactions During the fiscal year ended May 31, 2018, the Company issued an option for an aggregate of 600,000 shares of Common Stock to Arnold Kling, the President and a director of the Company, 300,000 shares of Common Stock to Kirk Warshaw, the Chief Financial Officer and a director of the Company, and 300,000 shares of Common Stock to Marco Elser, a director of the Company. These options have a five year term, an exercise price of $0.54 per share and vested 50% on the date of issuance and 50% on the one year anniversary. Mr. Kling’s option has been valued at $324,000 of which $202,500 of compensation expense has been recorded. Each of Messrs. Warshaw’s and Elser’s option has been valued at $162,000 of which $101,250 of compensation expense has been recorded.

STOCK OPTIONS

STOCK OPTIONS	12 Months Ended
	May 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Disclosure of Compensation Related Costs, Share-based Payments	6. STOCK OPTIONS Prior to January 22, 2004, all options were issued as “stand alone” options. On January 22, 2004, the Board approved the Protalex, Inc. 2003 Stock Option Plan., and on October 25, 2005, the stockholders approved an amendment to the Protalex, Inc. 2003 Stock Option Plan to increase the authorized number of shares under the Plan from 300,000 to 900,000 which provides for incentive and non-qualified stock options to purchase a total of 900,000 shares of Common Stock. Under the terms of the plan, incentive options may not be granted at exercise prices less than the fair market value of the Common Stock at the date of the grant and non-qualified options shall not be granted at exercise prices equal to less than 85% of the fair market value of Common Stock at the date of the grant. Beginning January 1, 2005, all stock options are granted at fair market value. Vesting generally occurs ratably over forty eight months and is exercisable over a period no longer than ten years after the grant date. As of May 31, 2018, options to purchase 6,940,543 shares of Common Stock were outstanding, none of which were issued under the Company’s 2003 Stock Option Plan. As of May 31, 2018, options to purchase 5,560,543 shares of Common Stock are exercisable. A summary of the Common Stock option activity for employees, directors, officers and consultants as of May 31, 2018 and for the two years then ended is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at May 31, 2016 4,582,543 $ 4.22 4.75 Granted - - - Exercised - - - Expired (2,000 ) 10.75 - Outstanding at May 31, 2017 4,580,543 $ 4.22 4.42 Granted 2,760,000 0.54 4.69 Exercised - - - Expired (400,000 ) 1.25 - Outstanding at May 31, 2018 6,940,543 $ 2.93 3.29 Exercisable at May 31, 2018 5,560,543 $ 3.52 2.53 The outstanding and exercisable stock options as of May 31, 2018 and 2017 had an intrinsic value of $18,846,136 and $19,346,136, respectively. The following summarizes certain information regarding stock options at May 31, 2018: Total Exercisable Exercise Price Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) $0.00 – 1.00 3,690,543 $ 0.50 3.85 2,310,543 $ 0.47 3.85 $1.01 – 5.00 750,000 $ 1.03 3.81 750,000 $ 1.03 3.81 $5.01 – 10.00 2,500,000 $ 7.09 2.31 2,500,000 $ 7.09 2.31 6,940,543 $ 2.93 3.29 5,560,543 $ 3.52 2.53 The following summarizes certain information regarding stock options at May 31, 2017: Total Exercisable Exercise Price ‎ Range Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) $0.00 – 1.00 930,543 $ 0.36 3.17 930,543 $ 0.36 3.17 $1.01 – 5.00 1,150,000 $ 1.11 4.88 1,150,000 $ 1.11 4.88 $5.01 – 10.00 2,500,000 $ 7.09 3.31 2,300,000 $ 6.98 3.31 4,580,543 $ 4.22 4.42 4,380,543 $ 4.03 4.25

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	12 Months Ended
	May 31, 2018
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure	7. STOCKHOLDERS DEFICIT On December 8, 2010, the Company effected a reverse stock split of the outstanding shares of its Common Stock on the basis of one share of Common Stock for each five shares of Common Stock outstanding. All references in these financial statements and notes to financial statements to number of shares, price per share and weighted average number of shares outstanding of Common Stock prior to this reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis unless otherwise noted, On December 8, 2010, the Company authorized one million shares of a “blank check” class of preferred stock.

INCOME TAXES

INCOME TAXES	12 Months Ended
	May 31, 2018
Income Tax Disclosure [Abstract]
Income Tax Disclosure	8. INCOME TAXES For the years ended May 31, 2018 and 2017, the components of income tax benefit (expense) consist of the following: Year Ended ‎ May 31, 2018 Year Ended ‎ May 31, 2017 Current: Federal $ 0 $ 0 State 0 0 Deferred: Federal 1,763,000 1,555,000 State 302,000 274,000 Tax credits 144,000 100,000 Permanent timing difference (325,000 ) (375,000 ) Increase in valuation allowance (1,884,000 ) (1,554,000 ) Income tax benefit $ 0 $ 0 Income tax as a percentage of income for the year ended May 31, 2018 and 2017 differ from statutory federal income tax rates due to the following: Year Ended ‎ May 31, 2018 Year Ended ‎ May 31, 2017 Statutory federal income tax rate (35 )% (34 )% State income taxes, net of federal income tax impact (6 )% (6 )% Change in valuation allowance 37 % 34 % Permanent timing differences 7 % 8 % General business credit/other (3 )% (2 )% 0 % 0 % The components of the net deferred tax asset as of May 31, 2018 and 2017 are as follows: May 31, 2018 May 31, 2017 Assets: Net operating losses $ 27,735,000 $ 25,972,000 General business credit 3,191,000 3,047,000 Deferred tax assets 30,926,000 29,019,000 Liability: Gross deferred tax asset 30,926,000 29,019,000 Less valuation allowance (30,926,000 ) (29,019,000 ) Deferred tax asset, net of valuation allowance $ - $ - The gross deferred tax assets have been fully offset by a valuation allowance and has no uncertain tax positions to be disclosed. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control. As a result of these provisions, utilization of the NOL and tax credit carryforwards may be limited. Most of the deferred tax asset of net operating loss carryforwards and tax credits are subject to a Section 382 limitation on the amount to be utilized in a given year. The years May 31, 2014 through 2018 remain subject to examination by the relevant tax authorities. The Company is subject to U.S. federal income tax as well as income taxes of state jurisdiction. The Company is not currently under examination by any Federal or state jurisdiction. The federal statute of limitations and state are opened from inception forward. Management believes that the accrual for tax liabilities is adequate for all open years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. On the basis of present information, it is the opinion of the Company’s management that there are no pending assessments that will result in a material adverse effect on the Company’s financial statements over the next twelve months. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses for all periods presented. The Company has not recorded any material interest or penalties during any of the years presented.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	May 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure	9. COMMITMENTS AND CONTINGENCIES The Company leases space on a month to month basis. Rent expense for the year ended May 31, 2018 and 2017, was $56,200 and $20,600, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	May 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. SUBSEQUENT EVENTS The Company has evaluated subsequent events and has determined that there were no other subsequent events to recognize or disclose in these financial statements.

BASIS OF ACCOUNTING AND SUMMA17

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	May 31, 2018
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 accounting guidance “Earnings Per Share” that provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share include no dilution and is computed by dividing the loss to common stockholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities 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 May 31, 2018 and 2017, the Company had a total of 5,560,543 and 4,380,543 shares, respectively, of shares of Common Stock underlying exercisable stock options .
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 $931,500 and $180,333 and is included in operating expenses for the years ended May 31, 2018 and May 31, 2017, 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, 2018 and 2017 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. As of May 31, 2018, there were 6,940,543 stock options outstanding. At May 31, 2018, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model, was $558,900. During the year ended May 31, 2018, the Company granted 2,760,000 stock options and 400,000 stock options expired. 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: Year Ended May 31, 2018 Year Ended May 31, 2017 Dividends per year 0 N/A Volatility percentage 699 N/A Risk free interest rate 5 % N/A Expected life (years) 5 N/A Weighted Average Fair Value $ 0.54 N/A
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 (“FDIC”).
Intellectual techonology property	Intellectual Technology Property, Amortization The Company’s intellectual technology property was originally licensed from a former related party. This intellectual technology property was then assigned to the Company upon the dissolution of the related party. The cost of the intellectual technology property is being amortized over a 20-year period. Amortization expense is $1,020 respectively, for the years ended May 31, 2018 and 2017. The Company reviews the intellectual property for impairment on at least an annual basis in accordance with the accounting guidance for “Goodwill and Other Intangible Assets”; no impairment charge was recorded as of May 31, 2018. Amortization expense for the intellectual property will be $1,020 for the next year with the remaining balance written off in the subsequent year.
Income Tax, Policy	Income Taxes Income taxes are recognized using enacted tax rates, and are composed of taxes on financial accounting income that is adjusted for the requirement of current tax law and deferred taxes. Deferred taxes are accounted for using the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company does not expect to have current income taxes payable or deferred tax asset balances for the foreseeable future. The FASB accounting guidance for income taxes establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in the Company’s financial statements. On initial application, ASC 740 must be applied to all tax positions for which the statute of limitations remains open. Only tax positions that meet the more-likely-than-not recognition threshold at the adoption date will be recognized or continue to be recognized. The cumulative effect of applying this accounting guidance is to be reported as an adjustment to retained earnings at the beginning of the period in which it is adopted. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 8.
Research and Development	Research and Development Research and development costs are expensed as incurred and also include depreciation as reported above.
Fair Value Measurement, Policy	Financial Instruments The Company adopted FASB ASC 820-Fair Value Measurements and Disclosure or ASC 820 for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company values its financial instruments as required by estimating their fair value. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The Company’s financial instruments primarily consist of cash and cash equivalents, convertible debt, accounts payable and accruals. Cash and cash equivalents include money market securities and commercial paper that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the fair value hierarchy. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective year ends.
New Accounting Pronouncements, Policy	New Accounting Pronouncements Except as set forth below, management does not believe that any other 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. The amendments in ASU 2017-11 change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. ASU 2017-11 defines down round feature as: “A feature in a financial instrument that reduces the strike price of an issued financial instrument if the issuer sells shares of its stock for an amount less than the currently stated strike price of the issued financial instrument or issues an equity-linked financial instrument with a strike price below the currently stated strike price of the issued financial instrument. A down round feature may reduce the strike price of a financial instrument to the current issuance price, or the reduction may be limited by a floor or on the basis of a formula that results in a price that is at a discount to the original exercise price but above the new issuance price of the shares, or may reduce the strike price to below the current issuance price. A standard antidilution provision is not considered a down round feature” Early Adoption ASU 2017-11 -

BASIS OF ACCOUNTING AND SUMMA18

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	May 31, 2018
Accounting Policies [Abstract]
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	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: Year Ended May 31, 2018 Year Ended May 31, 2017 Dividends per year 0 N/A Volatility percentage 699 N/A Risk free interest rate 5 % N/A Expected life (years) 5 N/A Weighted Average Fair Value $ 0.54 N/A

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables)	12 Months Ended
	May 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based Compensation, Stock Options, Activity	A summary of the Common Stock option activity for employees, directors, officers and consultants as of May 31, 2018 and for the two years then ended is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding at May 31, 2016 4,582,543 $ 4.22 4.75 Granted - - - Exercised - - - Expired (2,000 ) 10.75 - Outstanding at May 31, 2017 4,580,543 $ 4.22 4.42 Granted 2,760,000 0.54 4.69 Exercised - - - Expired (400,000 ) 1.25 - Outstanding at May 31, 2018 6,940,543 $ 2.93 3.29 Exercisable at May 31, 2018 5,560,543 $ 3.52 2.53
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range	The following summarizes certain information regarding stock options at May 31, 2018: Total Exercisable Exercise Price Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) $0.00 – 1.00 3,690,543 $ 0.50 3.85 2,310,543 $ 0.47 3.85 $1.01 – 5.00 750,000 $ 1.03 3.81 750,000 $ 1.03 3.81 $5.01 – 10.00 2,500,000 $ 7.09 2.31 2,500,000 $ 7.09 2.31 6,940,543 $ 2.93 3.29 5,560,543 $ 3.52 2.53 The following summarizes certain information regarding stock options at May 31, 2017: Total Exercisable Exercise Price ‎ Range Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) Number Weighted ‎ Average ‎ Exercise Price Weighted ‎ Average ‎ Remaining Life ‎ (years) $0.00 – 1.00 930,543 $ 0.36 3.17 930,543 $ 0.36 3.17 $1.01 – 5.00 1,150,000 $ 1.11 4.88 1,150,000 $ 1.11 4.88 $5.01 – 10.00 2,500,000 $ 7.09 3.31 2,300,000 $ 6.98 3.31 4,580,543 $ 4.22 4.42 4,380,543 $ 4.03 4.25

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	May 31, 2018
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	For the years ended May 31, 2018 and 2017, the components of income tax benefit (expense) consist of the following: Year Ended ‎ May 31, 2018 Year Ended ‎ May 31, 2017 Current: Federal $ 0 $ 0 State 0 0 Deferred: Federal 1,763,000 1,555,000 State 302,000 274,000 Tax credits 144,000 100,000 Permanent timing difference (325,000 ) (375,000 ) Increase in valuation allowance (1,884,000 ) (1,554,000 ) Income tax benefit $ 0 $ 0
Schedule of Effective Income Tax Rate Reconciliation	Income tax as a percentage of income for the year ended May 31, 2018 and 2017 differ from statutory federal income tax rates due to the following: Year Ended ‎ May 31, 2018 Year Ended ‎ May 31, 2017 Statutory federal income tax rate (35 )% (34 )% State income taxes, net of federal income tax impact (6 )% (6 )% Change in valuation allowance 37 % 34 % Permanent timing differences 7 % 8 % General business credit/other (3 )% (2 )% 0 % 0 %
Schedule of Deferred Tax Assets and Liabilities	The components of the net deferred tax asset as of May 31, 2018 and 2017 are as follows: May 31, 2018 May 31, 2017 Assets: Net operating losses $ 27,735,000 $ 25,972,000 General business credit 3,191,000 3,047,000 Deferred tax assets 30,926,000 29,019,000 Liability: Gross deferred tax asset 30,926,000 29,019,000 Less valuation allowance (30,926,000 ) (29,019,000 ) Deferred tax asset, net of valuation allowance $ - $ -

ORGANIZATION AND BUSINESS ACT21

ORGANIZATION AND BUSINESS ACTIVITIES (Details Textual) - $ / shares	May 31, 2018	May 31, 2017	Dec. 08, 2010
Organization And Nature Of Operations Line Items [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001	$ 0.00001

CHANGE OF OWNERSHIP TRANSACTI22

CHANGE OF OWNERSHIP TRANSACTION (Details Textual) - USD ($)	Jan. 03, 2017	Nov. 01, 2016	Nov. 04, 2014	May 31, 2018	Mar. 13, 2018	Jan. 12, 2018	Dec. 15, 2017	Nov. 17, 2017	Oct. 23, 2017	Sep. 15, 2017	Aug. 22, 2017	Aug. 10, 2017	Jul. 10, 2017	Jun. 15, 2017	Jun. 02, 2017	May 11, 2017	Apr. 05, 2017	Mar. 03, 2017	Feb. 02, 2017	Dec. 09, 2016	Oct. 31, 2016	Oct. 03, 2016	Sep. 09, 2016	Aug. 01, 2016	Jun. 30, 2016	Jun. 02, 2016	Dec. 01, 2015	Oct. 31, 2015	Jan. 23, 2014	Oct. 11, 2013	Aug. 27, 2013	Feb. 11, 2011	Nov. 11, 2009	May 31, 2018	May 31, 2017	May 31, 2014	Aug. 27, 2013	Jun. 01, 2017	Aug. 31, 2016	Mar. 31, 2016
Stock Issued During Period, Value, New Issues																													$ 471,334
Interest Payable																																$ 37,500
Debt Instrument, Face Amount					$ 50,000
Debt Instrument, Interest Rate, Stated Percentage				3.00%																														3.00%
Terms Of Consolidated Note Identical To Secured Notes																														(a) the maturity date is September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple “Liquidity Events” in an amount equal to twenty-five (25%) percent of such gross proceeds.
Share Price				$ 1																														$ 1
Proceeds from Notes Payable																																		$ 0	$ 3,980,000
Line of Credit, Current				$ 13,050,000																														13,050,000
Proceeds from Lines of Credit	$ 345,000	$ 345,000				$ 100,000	$ 220,000	$ 200,000	$ 290,000	$ 290,000		$ 290,000	$ 290,000	$ 290,000		$ 290,000	$ 290,000	$ 290,000	$ 290,000	$ 345,000		$ 345,000	$ 345,000	$ 375,000	$ 375,000	$ 345,000								$ 1,970,000	3,980,000	$ 13,050,000
Line of Credit Facility, Maximum Borrowing Capacity																																						$ 13,050,000
Debt Instrument, Maturity Date					Mar. 13, 2018										Mar. 31, 2018																			Mar. 31, 2023
Debt Instrument, Principal or Interest Converted																																		$ 1,000
Conversion of Stock, Shares Issued																																		1,667
Debt Instrument, Convertible, Conversion Price				$ 1.20																														$ 1.20
Amortization of Debt Discount (Premium)																																		$ 75,127	0
Convertible Debt, Noncurrent				$ 75,127																														75,127	0
Convertible Notes Payable, Current				22,269,367																														$ 22,269,367
Conversion of Stock, Shares Converted																																		18,557,805
Interest Payable on Notes Payable, Related Parties, Noncurrent				1,989,322																														$ 1,989,322
Gain (Loss) on Extinguishment of Debt																																		13,918,354
Private Placement [Member]
Aggregate of Accredited Investors				$ 1,475,000																														$ 1,475,000
Common Stock [Member]
Share Price				$ 0.45																														$ 0.45
Call Agreement [Member]
Debt Instrument, Principal or Interest Converted																																		$ 1,000
Conversion of Stock, Shares Issued																																		1,667
Debt Instrument, Convertible, Conversion Price				$ 0.60																														$ 0.60
Senior Notes [Member]
Debt Instrument, Convertible, Beneficial Conversion Feature				$ 1,475,000																														$ 1,425,000
Debt Instrument, Convertible, Remaining Discount Amortization Period				60 months																														60 months
Debt Instrument, Reduced Face Amount				$ 0																														$ 0
Credit Facility Agreements [Member]
Stock Issued During Period, Shares, New Issues																																8,695,652
Stock Issued During Period, Value, New Issues																																$ 2,000,000
Equity Issuance Per Shares Amount																																$ 0.23
Senior Convertible Debt [Member]
Debt Instrument, Face Amount				1,475,000																														1,475,000	0
Debt Instrument, Unamortized Discount, Noncurrent				$ 1,399,873																														$ 1,399,873	$ 0
Credit Facility 2014 [Member]
Line of Credit, Current																									9,000,000
Senior Secured Note [Member]
Convertible Notes Payable, Noncurrent																																	$ 1,000,000
Debt Instrument, Face Amount																														$ 9,000,000
Debt Instrument, Interest Rate, Stated Percentage				3.00%																										3.00%				3.00%
Long-term Debt, Gross																														$ 9,219,366
Terms Of Consolidated Note Identical To Secured Notes																														(a) the maturity date was September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple “Liquidity Events” in an amount equal to twenty-five (25%) percent of such gross proceeds.
Consummation Of Equity Financing, Amount																					$ 11,250,000						$ 7,500,000			$ 7,500,000
Share Price				$ 1																									$ 6					$ 1
Proceeds from Issuance of Private Placement																													$ 2,828,000
Debt Instrument, Interest Rate During Period																					3.00%						3.00%			3.00%
Line of Credit Facility, Maximum Borrowing Capacity																									$ 9,000,000
Debt Instrument, Maturity Date											Sep. 1, 2018																							Mar. 31, 2023
Senior Secured Convertible Notes [Member]
Proceeds from Notes Payable																																	1,000,000
Proceeds from Issuance of Common Stock																												$ 7,000,000
Debt Instrument, Description																																		The Senior Notes are convertible into shares of Common Stock 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 common stock of the Company for each $1,000 of principal or accrued interest converted.
Securities Purchase Agreement [Member] | Credit Facility Agreements [Member]
Interest Payable on Notes Payable, Related Parties, Noncurrent																																$ 3
Securities Purchase Agreement [Member] | Senior Secured Note [Member]
Convertible Notes Payable, Noncurrent																																	1,000,000
Securities Purchase Agreement [Member] | Senior Secured Convertible Notes [Member]
Convertible Notes Payable, Noncurrent																																	1,000,000
Niobe Ventures Llc [Member]
Working Capital																																	3,000,000
Debt Conversion, Converted Instrument, Shares Issued																															9,369,565
Debt Instrument, Face Amount																																							$ 5,030,000
Debt Instrument, Interest Rate, Stated Percentage			3.00%																												3.00%						3.00%
Notes Payable			$ 7,500,000																											$ 7,500,000
Loans Payable			300,000
Convertible Notes Payable, Current																															$ 2,000,000						$ 2,000,000
Niobe Ventures Llc [Member] | Senior Secured Note [Member]
Interest Payable																															2,155,000						2,155,000
Debt Instrument, Face Amount																															9,000,000						$ 9,000,000
Notes Payable			10,000,000
Line of Credit Facility, Remaining Borrowing Capacity			5,000,000
Proceeds from Notes Payable			$ 10,000,000
Debt Instrument, Interest Rate During Period			3.00%																																		3.00%
Convertible Notes Payable, Current																															$ 2,000,000						$ 2,000,000
Niobe Ventures Llc [Member] | Senior Secured Convertible Notes [Member]
Proceeds from Issuance of Common Stock																												$ 7,000,000
Niobe Ventures Llc [Member] | Securities Purchase Agreement [Member]
Working Capital																																	$ 3,000,000
Stock Issued During Period, Shares, New Issues																																	8,695,652
Stock Issued During Period, Value, New Issues																																2,000,000	$ 2,000,000
Convertible Notes Payable, Noncurrent																																$ 2,000,000
Debt Instrument, Face Amount																																								$ 2,000,000
Convertible Notes Payable, Current																																								$ 2,000,000
Equity Issuance Per Shares Amount																																$ 0.23	$ 0.23
Niobe Ventures Llc [Member] | Securities Purchase Agreement [Member] | Senior Secured Note [Member]
Convertible Notes Payable, Noncurrent																																$ 1,000,000
Interest Payable																																$ 37,500
Stock Issued During Period, Shares, Other																																4,510,870

GOING CONCERN - Additional Info

GOING CONCERN - Additional Information (Detail) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2016
Cash Flow Supplemental Disclosures [Line Items]
Net loss	$ (5,036,183)	$ (4,563,721)
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total	(3,376,972)	(3,936,796)
Cash and cash equivalents	555,411	487,383	$ 444,179
Working Capital	662
Retained Earnings (Accumulated Deficit)	$ (104,222,432)	$ (99,186,249)

BASIS OF ACCOUNTING AND SUMMA24

BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017	Mar. 13, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost included in operating expenses	$ 931,500
Aggregate unrecognized compensation cost of unvested options	$ 558,900
Share based compensation, number of stock options granted during period	2,760,000	0
Share based compensation, number of stock options expired during period	(400,000)	(2,000)
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	20 years
Amortization	$ 1,020	$ 1,020
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	$ 1,020
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%	34.00%
Debt Instrument, Face Amount			$ 50,000
Convertible Debt [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Debt Instrument, Face Amount	$ 1,475,000	$ 0
Standalone Grants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	6,940,543
Operating Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost included in operating expenses		$ 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	5,560,543	4,380,543

Fair Value of Assumptions of Op

Fair Value of Assumptions of Options Estimated on Grant Date (Detail)	12 Months Ended
	May 31, 2018$ / shares
Weighted Average Fair Value	$ 0.54
Measurement Input, Expected Dividend Payment [Member]
Dividends per year	$ 0
Measurement Input, Price Volatility [Member]
Volatility percentage	699.00%
Measurement Input, Risk Free Interest Rate [Member]
Risk free interest rate	5.00%
Measurement Input, Expected Term [Member]
Expected life (years)	5 years

SENIOR SECURED NOTES - RELATE26

SENIOR SECURED NOTES - RELATED PARTY AND OTHER RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($)	Jan. 03, 2017	Nov. 01, 2016	Nov. 04, 2014	May 31, 2018	Mar. 13, 2018	Jan. 12, 2018	Dec. 15, 2017	Nov. 17, 2017	Oct. 23, 2017	Sep. 15, 2017	Aug. 22, 2017	Aug. 10, 2017	Jul. 10, 2017	Jun. 15, 2017	Jun. 02, 2017	May 11, 2017	Apr. 05, 2017	Mar. 03, 2017	Feb. 02, 2017	Dec. 09, 2016	Oct. 31, 2016	Oct. 03, 2016	Sep. 09, 2016	Aug. 01, 2016	Jun. 30, 2016	Jun. 02, 2016	Dec. 01, 2015	Oct. 31, 2015	Jan. 23, 2014	Oct. 11, 2013	Aug. 27, 2013	Feb. 11, 2011	Nov. 11, 2009	May 31, 2018	May 31, 2017	May 31, 2014	Aug. 27, 2013	Feb. 28, 2018	Jun. 01, 2017	Aug. 31, 2016	Mar. 31, 2016
Related Party Transaction [Line Items]
Debt instrument, face amount					$ 50,000
Debt Instrument, Maturity Date					Mar. 13, 2018										Mar. 31, 2018																			Mar. 31, 2023
Debt Instrument, Interest Rate, Stated Percentage				3.00%																														3.00%
Proceeds from Lines of Credit	$ 345,000	$ 345,000				$ 100,000	$ 220,000	$ 200,000	$ 290,000	$ 290,000		$ 290,000	$ 290,000	$ 290,000		$ 290,000	$ 290,000	$ 290,000	$ 290,000	$ 345,000		$ 345,000	$ 345,000	$ 375,000	$ 375,000	$ 345,000								$ 1,970,000	$ 3,980,000	$ 13,050,000
Debt Instrument, Convertible, Conversion Price				$ 1.20																														$ 1.20
Conversion of Stock, Shares Converted																																		18,557,805
Debt Instrument, Principal or Interest Converted																																		$ 1,000
Conversion of Stock, Shares Issued																																		1,667
Share Price				$ 1																														$ 1
Convertible Notes Payable, Current				$ 22,269,367																														$ 22,269,367
Interest Payable on Notes Payable, Related Parties, Noncurrent				1,989,322																														1,989,322
Terms Of Consolidated Note Identical To Secured Notes																														(a) the maturity date is September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple “Liquidity Events” in an amount equal to twenty-five (25%) percent of such gross proceeds.
Stock Issued During Period, Value, New Issues																													$ 471,334
Interest Payable																																$ 37,500
Common Stock Issuable Upon Conversion Of Convertible Senior Notes																																4,510,870
Proceeds from Notes Payable																																		0	3,980,000
Line of Credit Facility, Maximum Borrowing Capacity																																							$ 13,050,000
Amortization of Debt Discount (Premium)																																		75,127	0
Convertible Debt, Noncurrent				75,127																														$ 75,127	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross																																		2,760,000	0
Share-based Compensation																																		$ 931,500	$ 180,333
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																		$ 0.54	$ 0
Gain (Loss) on Extinguishment of Debt																																		$ 13,918,354
Private Placement [Member]
Related Party Transaction [Line Items]
Aggregate of Accredited Investors				$ 1,475,000																														$ 1,475,000
February and March [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Aggregate of Accredited Investors																																						$ 1,425,000
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				$ 22,269,367																														$ 22,269,367
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				$ 1,475,000																														$ 1,425,000
Debt Instrument Reduced Face Amount				$ 0																														$ 0
Debt Instrument, Convertible, Remaining Discount Amortization Period				60 months																														60 months
Credit Facility Agreements [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues																																$ 2,000,000
Stock Issued During Period, Shares, New Issues																																8,695,652
Equity Issuance Per Shares Amount																																$ 0.23
Senior Secured Note
Related Party Transaction [Line Items]
Debt instrument, face amount																														$ 9,000,000
Debt instrument carrying amount																														9,219,366
Consummation of equity financing, amount																					$ 11,250,000						$ 7,500,000			$ 7,500,000
Debt Instrument, Maturity Date											Sep. 1, 2018																							Mar. 31, 2023
Debt Instrument, Interest Rate, Stated Percentage				3.00%																										3.00%				3.00%
Share Price				$ 1																									$ 6					$ 1
Terms Of Consolidated Note Identical To Secured Notes																														(a) the maturity date was September 1, 2015, which is after the latest maturity date of any of the Secured Notes; and (b) it provides for partial mandatory repayment in the event that the Company receives aggregate gross proceeds in excess of $7.5 million from a single or multiple “Liquidity Events” in an amount equal to twenty-five (25%) percent of such gross proceeds.
Description Of Liquidity Event																														(a) the sale of any of 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.
Convertible Notes Payable, Noncurrent																																	$ 1,000,000
Debt Instrument, Interest Rate During Period																					3.00%						3.00%			3.00%
Line of Credit Facility, Maximum Borrowing Capacity																									$ 9,000,000
Senior Secured Convertible Notes
Related Party Transaction [Line Items]
Debt Instrument, Description																																		The Senior Notes are convertible into shares of Common Stock 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 common stock of the Company for each $1,000 of principal or accrued interest converted.
Proceeds from Notes Payable																																	1,000,000
Proceeds from Issuance of Common Stock																												$ 7,000,000
Stock Purchase Agreement [Member] | Senior Secured Note
Related Party Transaction [Line Items]
Convertible Notes Payable, Noncurrent																																	1,000,000
Stock Purchase Agreement [Member] | Senior Secured Convertible Notes
Related Party Transaction [Line Items]
Convertible Notes Payable, Noncurrent																																	1,000,000
Niobe Ventures LLC
Related Party Transaction [Line Items]
Debt instrument, face amount																																								$ 5,030,000
Debt Instrument, Interest Rate, Stated Percentage			3.00%																												3.00%						3.00%
Convertible Notes Payable, Current																															$ 2,000,000						$ 2,000,000
Working Capital																																	3,000,000
Convertible Notes Payable																															$ 2,000,000						2,000,000
Debt Conversion, Converted Instrument, Shares Issued																															9,369,565
Loans Payable			$ 300,000
Niobe Ventures LLC | Senior Secured Note
Related Party Transaction [Line Items]
Debt instrument, face amount																															$ 9,000,000						9,000,000
Convertible Notes Payable, Current																															2,000,000						2,000,000
Interest Payable																															2,155,000						2,155,000
Convertible Notes Payable																															$ 2,000,000						$ 2,000,000
Debt Instrument, Interest Rate During Period			3.00%																																		3.00%
Line of Credit Facility, Remaining Borrowing Capacity			$ 5,000,000
Proceeds from Notes Payable			10,000,000
Niobe Ventures LLC | Senior Secured Note | Maximum [Member]
Related Party Transaction [Line Items]
Loans Payable			10,000,000
Niobe Ventures LLC | Senior Secured Note | Minimum [Member]
Related Party Transaction [Line Items]
Loans Payable			$ 7,500,000
Niobe Ventures LLC | Senior Secured Note | Credit Facility Agreements [Member]
Related Party Transaction [Line Items]
Convertible Notes Payable																																$ 2,000,000
Niobe Ventures LLC | Senior Secured Convertible Notes
Related Party Transaction [Line Items]
Proceeds from Issuance of Common Stock																												$ 7,000,000
Niobe Ventures LLC | Stock Purchase Agreement [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount																																									$ 2,000,000
Convertible Notes Payable, Current																																									$ 2,000,000
Working Capital																																	3,000,000
Stock Issued During Period, Value, New Issues																																2,000,000	$ 2,000,000
Convertible Notes Payable, Noncurrent																																2,000,000
Stock Issued During Period, Shares, New Issues																																	8,695,652
Convertible Notes Payable																																$ 2,000,000
Equity Issuance Per Shares Amount																																$ 0.23	$ 0.23
Niobe Ventures LLC | Stock Purchase Agreement [Member] | Credit Facility Agreements [Member]
Related Party Transaction [Line Items]
Debt Instrument, Interest Rate, Effective Percentage																																3.00%
Convertible Debt, Noncurrent																																$ 2,000,000
Niobe Ventures LLC | Stock Purchase Agreement [Member] | Senior Secured Note
Related Party Transaction [Line Items]
Convertible Notes Payable, Noncurrent																																1,000,000
Interest Payable																																$ 37,500
Arnold Kling [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross																																		600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value																																		$ 324,000
Share-based Compensation																																		$ 202,500
Macro Elser [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross																																		300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value																																		$ 162,000
Share-based Compensation																																		$ 101,250
Kirk Warshaw [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross																																		300,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price																																		$ 0.54
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights																																		per share and vested 50% on the date of issuance and 50% on the one year anniversary.

Summary of the Common Stock Opt

Summary of the Common Stock Option Activity for Employees, Directors, Officers and Consultants (Detail) - $ / shares	12 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2016
Shares Outstanding at Beginning of Period	4,580,543	4,582,543
Shares Granted	2,760,000	0
Shares Exercised	0	0
Shares Expired	(400,000)	(2,000)
Shares Outstanding at End of Period	6,940,543	4,580,543	4,582,543
Exercisable at May 31, 2018	5,560,543
Weighted Average Exercise Price, Outstanding at Beginning of Period	$ 4.22	$ 4.22
Weighted Average Exercise Price, Granted	0.54	0
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price, Expired	1.25	10.75
Weighted Average Exercise Price, Outstanding at End of Period	2.93	$ 4.22	$ 4.22
Weighted AverageExercise Price, Exercisable at May 31, 2018	$ 3.52
Weighted Average Remaining Contractual Term (Years)	3 years 3 months 14 days	4 years 5 months 1 day	4 years 9 months
Weighted Average Remaining Contractual Term (Years), Granted	4 years 8 months 8 days	0 years
Weighted Average Remaining Contractual Term (Years), Exercised	0 years	0 years
Weighted Average Remaining Contractual Term (Years), Expired	0 years	0 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 6 months 11 days

Summary of the Common Stock O28

Summary of the Common Stock Option, by Exercise Price Range (Detail) - $ / shares	12 Months Ended
	May 31, 2018	May 31, 2017
Total Number	6,940,543	4,580,543
Total Weighted Average Exercise Price	$ 2.93	$ 4.22
Total Weighted Average Remaining Life (years)	3 years 3 months 14 days	4 years 5 months 1 day
Exercisable Number	5,560,543	4,380,543
Exercisable Weighted Average Exercise Price	$ 3.52	$ 4.03
Exercisable, Weighted Average Remaining Life (years)	2 years 6 months 11 days	4 years 3 months
Exercise Price Range One [Member]
Exercise Price Range, Lower Range Limit	$ 0	$ 0
Exercise Price Range, Upper Range Limit	$ 1	$ 1
Total Number	3,690,543	930,543
Total Weighted Average Exercise Price	$ 0.50	$ 0.36
Total Weighted Average Remaining Life (years)	3 years 10 months 6 days	3 years 2 months 1 day
Exercisable Number	2,310,543	930,543
Exercisable Weighted Average Exercise Price	$ 0.47	$ 0.36
Exercisable, Weighted Average Remaining Life (years)	3 years 10 months 6 days	3 years 2 months 1 day
Exercise Price Range Two [Member]
Exercise Price Range, Lower Range Limit	$ 1.01	$ 1.01
Exercise Price Range, Upper Range Limit	$ 5	$ 5
Total Number	750,000	1,150,000
Total Weighted Average Exercise Price	$ 1.03	$ 1.11
Total Weighted Average Remaining Life (years)	3 years 9 months 22 days	4 years 10 months 17 days
Exercisable Number	750,000	1,150,000
Exercisable Weighted Average Exercise Price	$ 1.03	$ 1.11
Exercisable, Weighted Average Remaining Life (years)	3 years 9 months 22 days	4 years 10 months 17 days
Exercise Price Range Three [Member]
Exercise Price Range, Lower Range Limit	$ 5.01	$ 5.01
Exercise Price Range, Upper Range Limit	$ 10	$ 10
Total Number	2,500,000	2,500,000
Total Weighted Average Exercise Price	$ 7.09	$ 7.09
Total Weighted Average Remaining Life (years)	2 years 3 months 22 days	3 years 3 months 22 days
Exercisable Number	2,500,000	2,300,000
Exercisable Weighted Average Exercise Price	$ 7.09	$ 6.98
Exercisable, Weighted Average Remaining Life (years)	2 years 3 months 22 days	3 years 3 months 22 days

STOCK OPTIONS - Additional Info

STOCK OPTIONS - Additional Information (Detail) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017	May 31, 2016	Oct. 25, 2005
Share-based compensation arrangement by share-based payment award, options, outstanding, number	6,940,543	4,580,543	4,582,543
share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value	$ 18,846,136	$ 19,346,136
Share-based Compensation	$ 931,500	$ 180,333
Stock Option Plan 2003 [Member]
Share based payment award number of shares authorized before amendment				300,000
Share based payment award number of shares authorized after amendment				900,000
Share-based compensation arrangement by share-based payment award, options, outstanding, number	6,940,543
Employee Stock Option [Member]
Share-based compensation arrangement by share-based payment award, options, outstanding, number	5,560,543

Components of Income Tax Benefi

Components of Income Tax Benefit (Expense) (Detail) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Current:
Federal	$ 0	$ 0
State	0	0
Deferred:
Federal	1,763,000	1,555,000
State	302,000	274,000
Tax credits	144,000	100,000
Permanent timing difference	(325,000)	(375,000)
Increase in valuation allowance	(1,884,000)	(1,554,000)
Income tax benefit	$ 0	$ 0

Income Tax as a Percentage of I

Income Tax as a Percentage of Income (Detail)	12 Months Ended
	May 31, 2018	May 31, 2017
Statutory federal income tax rate	(35.00%)	(34.00%)
State income taxes, net of federal income tax impact	(6.00%)	(6.00%)
Change in valuation allowance	37.00%	34.00%
Permanent timing differences	7.00%	8.00%
General business credit/other	(3.00%)	(2.00%)
Effective Income Tax Rate Reconciliation, Percent, Total	0.00%	0.00%

Components of Deferred Tax Asse

Components of Deferred Tax Assets and Liabilities (Detail) - USD ($)	May 31, 2018	May 31, 2017
Assets:
Net operating losses	$ 27,735,000	$ 25,972,000
General business credit	3,191,000	3,047,000
Deferred tax assets	30,926,000	29,019,000
Liability:
Gross deferred tax asset	30,926,000	29,019,000
Less valuation allowance	(30,926,000)	(29,019,000)
Deferred tax asset, net of valuation allowance	$ 0	$ 0

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($)	12 Months Ended
	May 31, 2018	May 31, 2017
Operating Leases, Rent Expense	$ 56,200	$ 20,600