Cover Page
Cover Page - shares | 6 Months Ended | |
Nov. 30, 2019 | Dec. 31, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | CytoDyn Inc. | |
Entity Central Index Key | 0001175680 | |
Current Fiscal Year End Date | --05-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Address, State or Province | WA | |
Entity Common Stock, Shares Outstanding | 430,755,772 |
Consolidated Balance Sheets
Consolidated Balance Sheets | Nov. 30, 2019USD ($) | May 31, 2019USD ($) |
Current assets: | ||
Cash | $ 409,452 | $ 2,612,910 |
Restricted cash | 0 | 853,599 |
Miscellaneous receivables | 4,500 | 90,824 |
Prepaid expenses | 623,687 | 107,211 |
Prepaid service fees | 1,416,513 | 1,704,876 |
Total current assets | 3,245,151 | 5,369,420 |
Operating lease right-of-use assets | 184,665 | 0 |
Property, plant and equipment | 37,118 | 29,251 |
Intangibles, net | 14,450,038 | 15,475,454 |
Total assets | 17,916,972 | 20,874,125 |
Current liabilities: | ||
Accounts payable | 18,653,807 | 16,239,434 |
Accrued liabilities and compensation | 1,143,859 | 1,588,552 |
Accrued license fees | 910,400 | 208,600 |
Accrued interest on convertible notes | 70,186 | 212,777 |
Convertible notes payable, net | 4,953,876 | 3,586,035 |
Current portion of operating leases payable | 106,827 | 0 |
Current portion of long term convertible notes payable | 2,773,726 | 4,200,000 |
Registered direct offer proceeds held in trust | 790,999 | 0 |
Warrant tender offer proceeds held in trust | 0 | 853,599 |
Total current liabilities | 29,702,044 | 26,926,348 |
Long-term liabilities: | ||
Convertible notes payable, net | 188,591 | 454,568 |
Operating lease liability | 79,164 | 0 |
Derivative liability | 1,578,770 | 2,407,269 |
Total long-term liabilities | 1,846,525 | 2,861,837 |
Total liabilities | 31,548,569 | 29,788,185 |
Commitments and Contingencies | 0 | 0 |
Stockholders' (Deficit) Equity | ||
Common stock, $0.001 par value; 700,000,000 shares authorized, 399,156,340 and 329,554,763 issued and 398,997,329 and 329,395,752 outstanding at November 30, 2019 and May 31, 2019, respectively | 399,316 | 329,555 |
Additional paid-in capital | 246,618,030 | 220,119,856 |
Accumulated (deficit) | (260,648,884) | (229,363,407) |
Less: treasury stock, at par (159,011 shares at $0.001) | (159) | (159) |
Total stockholders' (deficit) | (13,631,597) | (8,914,060) |
Total liabilities and stockholders' (deficit) equity | 17,916,972 | 20,874,125 |
Series B Convertible Preferred Stock | ||
Stockholders' (Deficit) Equity | ||
Preferred Stock Value | 92 | 92 |
Series C Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on Series C convertible preferred stock | 298,364 | 37,351 |
Stockholders' (Deficit) Equity | ||
Preferred Stock Value | $ 8 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2019 | May 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 399,315,351 | 399,156,340 |
Common stock, shares outstanding | 329,554,763 | 329,395,752 |
Treasury stock, shares | (159,011) | (159,011) |
Treasury Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, shares issued | 92,100 | 92,100 |
Preferred stock, shares outstanding | 92,100 | 92,100 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 7,788 | 3,246 |
Preferred stock, shares outstanding | 7,788 | 3,246 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Operating expenses: | ||||
General and administrative | $ 3,094,316 | $ 2,663,745 | $ 6,140,281 | $ 4,594,804 |
Research and development | 8,526,398 | 12,869,244 | 17,581,687 | 24,337,910 |
Amortization and depreciation | 500,038 | 154,801 | 1,031,081 | 243,772 |
Total operating expenses | 12,120,752 | 15,687,790 | 24,753,049 | 29,176,486 |
Operating loss | (12,120,752) | (15,687,790) | (24,753,049) | (29,176,486) |
Interest income | 1,524 | 1,021 | 1,524 | 2,002 |
Change in fair value of derivative liabilities | 203,166 | 281,055 | 828,499 | (466,412) |
Interest expense: | ||||
Finance charges | (1,549,363) | 0 | (1,557,652) | 0 |
Amortization of discount on convertible notes | (439,474) | (52,954) | (1,469,625) | (117,534) |
Amortization of debt issuance costs | (120,279) | (10,411) | (404,340) | (19,589) |
Loss on extinguishment of convertible note | 0 | (1,519,603) | 0 | (1,519,603) |
Inducement interest - warrant exercises and debt conversion | (282,500) | 0 | (2,713,014) | 0 |
Interest on convertible note payable | (552,790) | (143,617) | (956,810) | (248,247) |
Total interest expense | (2,944,406) | (1,726,585) | (7,101,441) | (1,904,973) |
Loss before income taxes | (14,860,468) | (17,132,299) | (31,024,467) | (31,545,869) |
Income tax benefit | 0 | 2,826,919 | 0 | 2,826,919 |
Net loss | $ (14,860,468) | $ (14,305,380) | $ (31,024,467) | $ (28,718,950) |
Basic and diluted loss per share | $ (0.04) | $ (0.06) | $ (0.08) | $ (0.12) |
Basic and diluted weighted average common shares outstanding | 389,137,558 | 259,088,835 | 376,821,549 | 238,731,091 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (31,024,467) | $ (28,718,950) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 1,031,081 | 243,772 |
Amortization of debt issuance costs | 404,340 | 19,589 |
Amortization of discount on convertible notes | 1,469,625 | 117,534 |
Inducement interest related to warrant exercise and debt conversion | 2,713,014 | 0 |
Interest expense associated with accretion of convertible notes payable | 687,749 | 0 |
Change in fair value of derivative liabilities | (828,499) | 466,412 |
Stock-based compensation | 1,014,972 | 1,510,486 |
Loss on extinguishment of convertible note | 0 | 1,519,603 |
Deferred income tax benefit | 0 | (2,826,919) |
Changes in current assets and liabilities: | ||
(Increase) decrease in miscellaneous receivables | 86,324 | 0 |
(Increase) decrease in prepaid expenses | (228,113) | (1,807,629) |
Increase in accounts payable and accrued expenses | 2,699,053 | 3,283,113 |
Net cash used in operating activities | (21,974,921) | (26,192,989) |
Cash flows from investing activities: | ||
Furniture and equipment purchases | (13,532) | (2,262) |
Net cash used in investing activities | (13,532) | (2,262) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants | 6,665,300 | 23,463,585 |
Proceeds from sale of preferred stock | 4,542,000 | 0 |
Proceeds from warrant exercises | 11,900,260 | 0 |
Proceeds from registered direct financing held in trust | 790,999 | 0 |
Principal paid on maturity of short term convertible notes | (460,000) | |
Convertible note redemptions paid in cash | (850,000) | |
Exercise of option to repurchase shares held in escrow | (8,342) | |
Release of funds held in trust for warrant tender offer | (853,599) | 0 |
Proceeds from convertible note payable, net | 0 | 5,000,000 |
Payment of offering costs | (2,004,223) | (2,727,418) |
Net cash provided by financing activities | 19,722,395 | 25,736,167 |
Net change in cash | (2,266,058) | (459,084) |
Cash, beginning of period | 3,466,509 | 1,231,445 |
Cash, end of period | 1,200,451 | 772,361 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 255,489 | 0 |
Non-cash investing and financing transactions: | ||
Common stock issued for conversion redemption | 1,530,000 | 0 |
Dividends accrued on Series C convertible preferred stock | 261,010 | 0 |
Accrued interest converted into note payable | 153,877 | 225,245 |
Debt discount associated with convertible notes payable | 0 | 700,000 |
Common stock issued for acquisition of ProstaGene, LLC | 0 | 11,558,000 |
Derivative liability associated a convertible note payable | 0 | 1,284,998 |
Conversion of interest and principal of short-term convertible notes to common stock | $ 214,959 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Fiscal Year To Date | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at May. 31, 2018 | $ (13,157,971) | $ (13,157,971) | $ 92 | $ 216,881 | $ (159) | $ 159,764,611 | $ (173,139,396) |
Beginning balance, shares at May. 31, 2018 | 92,100 | 216,881,790 | 159,011 | ||||
Acquisition of ProstaGene LLC | 0 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Acquisition of ProstaGene LLC, shares | 0 | 0 | 0 | ||||
Issuance of stock payment shares | 0 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Issuance of stock payment shares, shares | 0 | 0 | 0 | ||||
Issuance of stock for note payable redemption | 0 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Issuance of stock for note payable redemption ,shares | 0 | 0 | 0 | ||||
Proceeds from registered direct offering | 985,000 | 985,000 | $ 0 | $ 1,970 | $ 0 | 983,030 | 0 |
Proceeds from registered direct offering, shares | 0 | 1,970,000 | 0 | ||||
Offering costs related to registered direct offering, value | (75,151) | (75,151) | $ 0 | $ 0 | $ 0 | (75,151) | 0 |
Offering costs related to registered direct offering, shares | 0 | 0 | 0 | ||||
Proceeds from private equity offering | 7,514,300 | 7,514,300 | $ 0 | $ 15,029 | $ 0 | 7,499,271 | 0 |
Proceeds from private equity offering, shares | 0 | 15,028,600 | 0 | ||||
Offering costs related to private equity offering | (882,716) | (882,716) | $ 0 | $ 0 | $ 0 | (882,716) | 0 |
Offering costs related to debt offering | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Debt discount and issuance costs related to offering | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Beneficial conversion feature on note payable and relative fair value associated with warrants | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Legal fees in connection with equity offerings | (50,544) | (50,544) | 0 | 0 | 0 | (50,544) | 0 |
Offering costs related to public warrant tender offers | (882,716) | ||||||
Stock-based compensation | 283,346 | 283,346 | 0 | 0 | 0 | 283,346 | 0 |
Net loss | (14,413,569) | (14,413,569) | 0 | 0 | 0 | 0 | (14,413,569) |
Ending balance at Aug. 31, 2018 | (19,797,305) | (19,797,305) | $ 92 | $ 233,880 | $ (159) | 167,521,847 | (187,552,965) |
Ending balance, shares at Aug. 31, 2018 | 92,100 | 233,880,390 | 159,011 | ||||
Beginning balance at May. 31, 2018 | (13,157,971) | (13,157,971) | $ 92 | $ 216,881 | $ (159) | 159,764,611 | (173,139,396) |
Beginning balance, shares at May. 31, 2018 | 92,100 | 216,881,790 | 159,011 | ||||
Net loss | (28,718,950) | ||||||
Ending balance at Nov. 30, 2018 | (8,063,924) | (8,063,924) | $ 92 | $ 290,810 | $ (159) | 193,503,678 | (201,858,345) |
Ending balance, shares at Nov. 30, 2018 | 92,100 | 290,808,960 | 159,011 | ||||
Beginning balance at Aug. 31, 2018 | (19,797,305) | (19,797,305) | $ 92 | $ 233,880 | $ (159) | 167,521,847 | (187,552,965) |
Beginning balance, shares at Aug. 31, 2018 | 92,100 | 233,880,390 | 159,011 | ||||
Acquisition of ProstaGene LLC | 11,558,000 | 11,558,000 | $ 0 | $ 18,658 | $ 0 | 11,539,342 | 0 |
Acquisition of ProstaGene LLC, shares | 0 | 18,658,000 | 0 | ||||
Issuance of stock payment shares | 0 | 8,342 | $ 0 | $ 8,342 | $ 0 | (8,342) | 0 |
Issuance of stock payment shares, shares | 0 | 8,342,000 | 0 | ||||
Issuance of stock for note payable redemption | 0 | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Issuance of stock for note payable redemption ,shares | 0 | 0 | 0 | ||||
Proceeds from registered direct offering | 0 | 985,000 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Proceeds from registered direct offering, shares | 0 | 0 | 0 | ||||
Offering costs related to registered direct offering, value | 0 | (75,151) | $ 0 | $ 0 | $ 0 | 0 | 0 |
Offering costs related to registered direct offering, shares | 0 | 0 | 0 | ||||
Proceeds from private equity offering | 14,964,285 | 22,478,585 | $ 0 | $ 29,930 | $ 0 | 14,934,355 | 0 |
Proceeds from private equity offering, shares | 0 | 29,928,570 | 0 | ||||
Offering costs related to private equity offering | (1,693,354) | (2,576,070) | $ 0 | $ 0 | $ 0 | (1,693,354) | 0 |
Offering costs related to debt offering | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Debt discount and issuance costs related to offering | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Beneficial conversion feature on note payable and relative fair value associated with warrants | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Legal fees in connection with equity offerings | (25,652) | (76,195) | 0 | 0 | 0 | (25,652) | 0 |
Stock-based compensation | 1,227,140 | 1,510,486 | 0 | 0 | 0 | 1,227,140 | 0 |
Net loss | (14,305,380) | (28,718,950) | 0 | 0 | 0 | (14,305,380) | |
Ending balance at Nov. 30, 2018 | (8,063,924) | (8,063,924) | $ 92 | $ 290,810 | $ (159) | 193,503,678 | (201,858,345) |
Ending balance, shares at Nov. 30, 2018 | 92,100 | 290,808,960 | 159,011 | ||||
Issuance of stock payment shares | $ 0 | $ 0 | |||||
Issuance of stock payment shares, shares | 0 | 0 | |||||
Proceeds from registered direct offering | $ 0 | $ 10,728 | $ 0 | ||||
Proceeds from registered direct offering, shares | 0 | 10,728,480 | 0 | ||||
Offering costs related to registered direct offering, value | $ 0 | $ 0 | $ 0 | ||||
Offering costs related to registered direct offering, shares | 0 | 0 | 0 | ||||
Proceeds from public warrant tender offers | $ 0 | $ 2,018 | $ 0 | ||||
Proceeds from public warrant tender offers (shares) | 0 | 2,018,000 | 0 | ||||
Inducement interest expense - public warrant tender offers | 0 | ||||||
Offering costs related to Series C Preffered offering | $ 0 | $ 0 | $ 0 | ||||
Legal fees in connection with equity offerings | 0 | 0 | 0 | ||||
Offering costs related to public warrant tender offers | (121,079) | 0 | |||||
Stock-based compensation | 0 | 0 | 0 | ||||
Net loss | 0 | 0 | 0 | ||||
Ending balance at Feb. 28, 2019 | $ 92 | $ 304,680 | $ (159) | ||||
Ending balance, shares at Feb. 28, 2019 | 92,100 | 304,679,081 | 159,011 | ||||
Proceeds from registered direct offering | $ 0 | $ 10,931 | $ 0 | ||||
Proceeds from registered direct offering, shares | 0 | 10,931,000 | 0 | ||||
Proceeds from private equity offering | $ 0 | $ 0 | $ 0 | ||||
Proceeds from private equity offering, shares | 0 | 0 | 0 | ||||
Offering costs related to private equity offering | $ 0 | $ 0 | $ 0 | ||||
Proceeds from Series C Convertible Preferred offering | $ 3 | ||||||
Proceeds from Series C Convertible Preferred offering, shares | 3,246 | ||||||
Dividends on Series C Convertible Preferred shares | (37,351) | $ 0 | 0 | 0 | |||
Legal fees in connection with equity offerings | 0 | 0 | 0 | ||||
Offering costs related to public warrant tender offers | 0 | ||||||
Stock-based compensation | 0 | 0 | 0 | ||||
Net loss | 0 | 0 | 0 | ||||
Ending balance at May. 31, 2019 | (8,914,060) | (8,914,060) | $ 95 | $ 329,555 | $ (159) | 220,119,856 | (229,363,407) |
Ending balance, shares at May. 31, 2019 | 95,346 | 329,554,763 | 159,011 | ||||
Issuance of stock for note payable redemption | 1,005,000 | 1,005,000 | $ 0 | $ 3,015 | $ 0 | 1,001,985 | 0 |
Issuance of stock for note payable redemption ,shares | 0 | 3,014,181 | 0 | ||||
Proceeds from registered direct offering | 2,255,800 | 2,255,800 | $ 0 | $ 5,640 | $ 0 | 2,250,160 | 0 |
Proceeds from registered direct offering, shares | 5,639,500 | ||||||
Offering costs related to registered direct offering, value | (260,208) | (260,208) | $ 0 | $ 0 | $ 0 | (260,208) | 0 |
Offering costs related to registered direct offering, shares | 0 | 0 | 0 | ||||
Proceeds from public warrant tender offers | 11,900,260 | 11,900,260 | $ 0 | $ 45,376 | $ 0 | 11,854,884 | 0 |
Proceeds from public warrant tender offers (shares) | 0 | 45,375,923 | 0 | ||||
Proceeds from Series C Convertible Preferred offering | 1,754,000 | 1,754,000 | $ 2 | 1,753,998 | 0 | ||
Proceeds from Series C Convertible Preferred offering, shares | 1,754 | ||||||
Offering costs related to Series C Preffered offering | (197,460) | (197,460) | $ 0 | $ 0 | $ 0 | (197,460) | 0 |
Dividends on Series C Convertible Preferred shares | (110,826) | (110,826) | 0 | 0 | 0 | 0 | (110,826) |
Legal fees in connection with equity offerings | (15,877) | (15,877) | 0 | 0 | 0 | (15,877) | 0 |
Offering costs related to public warrant tender offers | (1,058,466) | (1,058,466) | 0 | (1,058,466) | 0 | ||
Stock-based compensation | 580,727 | 580,727 | 0 | 0 | 0 | 580,727 | 0 |
Note conversion and extension fees, Value | 0 | 0 | 0 | $ 0 | $ 0 | 0 | 0 |
Note conversion and extension fees, Shares | 0 | 0 | |||||
Exercise of option to repurchase common stock | 0 | 0 | |||||
Inducement interest expense - debt conversion | 2,430,514 | 2,430,514 | 0 | $ 0 | $ 0 | 2,430,514 | 0 |
Net loss | (16,163,999) | (16,163,999) | 0 | 0 | 0 | 0 | (16,163,999) |
Ending balance at Aug. 31, 2019 | (6,794,595) | (6,794,595) | $ 97 | $ 383,586 | $ (159) | 238,460,113 | (245,638,232) |
Ending balance, shares at Aug. 31, 2019 | 97,100 | 383,584,367 | 159,011 | ||||
Beginning balance at May. 31, 2019 | (8,914,060) | (8,914,060) | $ 95 | $ 329,555 | $ (159) | 220,119,856 | (229,363,407) |
Beginning balance, shares at May. 31, 2019 | 95,346 | 329,554,763 | 159,011 | ||||
Net loss | (31,024,467) | ||||||
Ending balance at Nov. 30, 2019 | (13,631,597) | (13,631,597) | $ 100 | $ 399,316 | $ (159) | 246,618,030 | (260,648,884) |
Ending balance, shares at Nov. 30, 2019 | 99,888 | 399,315,351 | 159,011 | ||||
Beginning balance at Aug. 31, 2019 | (6,794,595) | (6,794,595) | $ 97 | $ 383,586 | $ (159) | 238,460,113 | (245,638,232) |
Beginning balance, shares at Aug. 31, 2019 | 97,100 | 383,584,367 | 159,011 | ||||
Issuance of stock for note payable redemption | 739,959 | 1,744,959 | $ 0 | $ 2,269 | $ 0 | 737,690 | 0 |
Issuance of stock for note payable redemption ,shares | 2,270,151 | ||||||
Proceeds from registered direct offering | 4,409,500 | 6,665,300 | $ 0 | $ 13,461 | $ 0 | 4,396,039 | 0 |
Proceeds from registered direct offering, shares | 0 | 13,460,833 | 0 | ||||
Offering costs related to registered direct offering, value | (73,690) | (333,898) | $ 0 | $ 0 | $ 0 | (73,690) | 0 |
Offering costs related to registered direct offering, shares | 0 | 0 | 0 | ||||
Proceeds from public warrant tender offers | 0 | 11,900,260 | $ 0 | $ 0 | $ 0 | 0 | 0 |
Proceeds from public warrant tender offers (shares) | 0 | 0 | 0 | ||||
Proceeds from Series C Convertible Preferred offering | 2,788,000 | 4,542,000 | $ 3 | $ 0 | $ 0 | 2,787,997 | 0 |
Proceeds from Series C Convertible Preferred offering, shares | 2,788 | 0 | 0 | ||||
Offering costs related to Series C Preffered offering | (181,722) | (379,182) | $ 0 | $ 0 | $ 0 | (181,722) | 0 |
Dividends on Series C Convertible Preferred shares | (150,184) | (261,010) | 0 | 0 | 0 | 0 | (150,184) |
Legal fees in connection with equity offerings | 0 | (15,877) | 0 | 0 | 0 | 0 | 0 |
Offering costs related to public warrant tender offers | 0 | (1,058,466) | 0 | 0 | 0 | 0 | 0 |
Stock-based compensation | 434,245 | 1,014,972 | 0 | 0 | 0 | 434,245 | 0 |
Note conversion and extension fees, Value | (216,800) | (216,800) | $ 0 | $ 0 | $ 0 | (216,800) | 0 |
Note conversion and extension fees, Shares | 0 | 0 | 0 | ||||
Exercise of option to repurchase common stock | (8,342) | (8,342) | $ 0 | $ 0 | $ 0 | (8,342) | 0 |
Inducement interest expense - debt conversion | 282,500 | 2,713,014 | 0 | 0 | 0 | 282,500 | 0 |
Net loss | (14,860,468) | (31,024,467) | 0 | 0 | 0 | 0 | (14,860,468) |
Ending balance at Nov. 30, 2019 | $ (13,631,597) | $ (13,631,597) | $ 100 | $ 399,316 | $ (159) | $ 246,618,030 | $ (260,648,884) |
Ending balance, shares at Nov. 30, 2019 | 99,888 | 399,315,351 | 159,011 |
Organization
Organization | 6 Months Ended |
Nov. 30, 2019 | |
Organization | Note 1 – Organization CytoDyn Inc. (the “Company”) was originally incorporated under the laws of Colorado on May 2, 2002 under the name RexRay Corporation (its previous name) and, effective August 27, 2015, reincorporated under the laws of Delaware. The Company is a clinical-stage biotechnology company developing innovative treatments for multiple therapeutic indications based on leronlimab, a novel humanized monoclonal antibody targeting the CCR5 receptor. CCR5 appears to play a key role in the ability of Human Immunodeficiency Virus (“HIV”) to enter and infect healthy T-cells. graft-vs-host Non-Alcoholic The Company has developed a class of therapeutic monoclonal antibodies to address unmet medical needs in the areas of HIV and GvHD. In addition, the Company is expanding the clinical focus with leronlimab to include the evaluation in certain cancer and immunological indications where CCR antagonism has shown initial promise. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2019 | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. The consolidated financial statements and notes thereto are presented as prescribed by Form 10-Q. Form 10-K for Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, CytoDyn Operations Inc., Advanced Genetic Technologies, Inc. (“AGTI”) and CytoDyn Veterinary Medicine LLC (“CVM”), of which both AGTI and CVM are dormant entities. All intercompany transactions and balances are eliminated in consolidation. Reclassifications Certain prior year amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the 2020 presentation. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total stockholders’ (deficit) equity, net loss or loss per share. Going Concern The consolidated accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of $31,024,467 for the six months ended November 30, 2019 and has an accumulated deficit of $260,648,884 as of November 30, 2019. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of its product candidate, obtain U.S. Food & Drug Administration (“FDA”) approval, outsource manufacturing of the product candidate, and ultimately achieve initial revenues and attain profitability. The Company is currently engaging in significant research and development activities related to its product candidate for multiple indications, and expects to incur significant research and development expenses in the future primarily related to its clinical trials. These research and development activities are subject to significant risks and uncertainties. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity and debt securities, combined with additional funding from other traditional sources. There can be no assurance, however, that the Company will be successful in these endeavors. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash is maintained at federally insured financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Balances in excess of federally insured limits at November 30, 2019 and May 31, 2019 approximated $1.3 million and $3.3 million, respectively. Identified Intangible Assets The Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 350 Intangibles-Goodwill and Other, which establishes accounting standards for the impairment of long-lived assets such as intangible assets subject to amortization. The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying value, the asset is considered impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. There were no Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development collaboration arrangements or other contractual agreements, the milestone payment obligations are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable. Pre-launch The Company may scale-up and The scale-up and of pre-launch inventories may scale-up and build pre-launch inventories have pre-launch inventory Fair Value of Financial Instruments Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding market or non-binding broker Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of November 30, 2019 and May 31, 2019 is as follows: Fair Value Measurement at Fair Value Measurement at Using Using Level 3 Total Level 3 Total Liabilities: Derivative liability—convertible note redemption provision $ 1,456,398 $ 1,456,398 $ 2,005,137 $ 2,005,137 Derivative liability—warrants 122,372 122,372 402,132 402,132 Total liability $ 1,578,770 $ 1,578,770 $ 2,407,269 $ 2,407,269 (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of November 30, 2019 and May 31, 2019. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurements. These instruments are not quoted on an active market. The Company uses a Binomial Lattice Model to estimate the value of the warrant derivative liability and a Monte Carlo Simulation to value the derivative liability of the redemption provision within a convertible promissory note. These valuation models were used because management believes they reflect all the assumptions that market participants would likely consider in negotiating the transfer of the instruments. The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended November 30, 2019, and the year ended May 31, 2019: Investor warrants issued with registered direct equity offering $ 4,360,000 Placement agent warrants issued with registered direct equity offering 819,200 Fair value adjustments (3,855,468 ) Balance at May 31, 2018 1,323,732 Inception date value of redemption provisions 2,750,006 Fair value adjustments—warrants (744,869 ) Fair value adjustments — convertible notes (921,600 ) Balance at May 31, 2019 $ 2,407,269 Fair value adjustments — warrants (279,760 ) Fair value adjustments — convertible notes (548,739 ) Balance at November 30, 2019 $ 1,578,770 Operating Leases Effective June 1, 2019, the Company determined if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms do not include options to extend or terminate the lease as it is not reasonably certain that it will exercise these options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease Stock-Based Compensation U.S. GAAP requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period) or when designated milestones have been achieved. The Company accounts for stock-based awards established by the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions including stock price volatility, expected term and risk-free interest rates, as of the grant date. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the stock-based award. The expected volatility is based on the historical volatility of the Company’s common stock on monthly intervals. The computation of the expected option term is based on the “simplified method,” as the Company issuances are considered “plain vanilla” options. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period or when designated milestones have been achieved. The Company estimates forfeitures at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at 0% for all periods presented. Periodically, the Company will issue restricted common stock to third parties as compensation for services rendered. Such stock awards are valued at fair market value on the effective date of the Company’s obligation. Common Stock On November 8, 2018, at the 2018 Annual Meeting of Stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 450,000,000 to 600,000,000. Subsequently, on May 22, 2019, at a special meeting of stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 600,000,000 to 700,000,000. Preferred Stock The Company’s Board of Directors is authorized to issue up to 5,000,000 shares of preferred stock without stockholder approval. As of November 30, 2019, the Company has authorized the issuance of 400,000 shares of Series B convertible preferred stock and 20,000 shares of Series C convertible preferred stock, of which 92,100 shares and 7,788 shares, respectively, were outstanding. The remaining preferred shares authorized have no specified rights. Treasury Stock Treasury stock purchases are accounted for under the par value method, whereby the cost of the acquired stock is recorded at par value. As of November 30, 2019, the Company has purchased 159,011 shares of $0.001 par value treasury stock. Debt Discount During year ended May 31, 2019, the Company incurred approximately $4.2 million of debt discount related to the issuance of convertible notes, as described in Note 4. The discount is amortized over the life of the convertible promissory notes. During the six months ended November 30, 2019 and November 30, 2018, the Company recorded approximately $1.5 million and $0.1 million of related amortization, respectively. Debt Issuance Cost During the year ended May 31, 2019, the Company incurred direct costs associated with the issuance of convertible notes, as described in Note 4, and recorded approximately $1.0 million of debt issuance costs. During the six months ended November 30, 2019 and November 30, 2018, the Company recognized related amortization of approximately $404,000 and $20,000, respectively. Offering Costs During the six months ended November 30, 2019 and the year ended May 31, 2019, the Company incurred direct incremental costs associated with the sale of equity securities and conversion of debt, as described in Notes 10 and 11. The costs were approximately $2.0 million and $4.3 million for the six months ended November 30, 2019 and year ended May 31, 2019, respectively. The offering costs were recorded as a component of equity upon receipt of proceeds. Stock for Services The Company periodically issues warrants to consultants for various services. The Black-Scholes option pricing model, as described more fully above, is utilized to measure the fair value of the equity instruments on the date of issuance. The Company recognizes the compensation expense associated with the equity instruments over the requisite service or vesting period. Loss per Common Share Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share would include the weighted average number of shares of common stock outstanding and potentially dilutive common stock equivalents. Because of the net losses for all periods presented, the basic and diluted weighted average shares outstanding are the same since including the additional shares would have an anti-dilutive effect on the loss per share. For this reason the following potentially dilutive equival e nts si x : common stock options and warrants to purchase common stock of 177,457,255 and 155,836,676 respectively; short-term convertible notes and accrued interest that could convert into 10,048,121 and 0 common shares respectively; Shares of Series C and Series B convertible preferred stock including undeclared dividends that can potentially convert in the aggregate into a 17,550,240 and 1,330,861 common shares respectively. Income Taxes Deferred taxes are provided on the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of FASB Accounting Standards Codification (“ASC”) ASC 740-10 740-10. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% and 28.62% for the six months ended November 30, 2019 and November 30, 2018, respectively. The net tax expense for the six months ended November 30, 2019 is zero and a ben efit of $2.8 million for the six month s ended |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Nov. 30, 2019 | |
Recent Accounting Pronouncements | Note 3 – Recent Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the FASB (including its EITF), the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. In February 2016, the FASB issued a new accounting standard which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU also requires new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The standard is effective for fiscal years beginning after December 15, 2018. The Company adopted the standard as of June 1, 2019, using the modified retrospective approach in which prior comparative periods are not adjusted. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carry forward historical lease classification. The Company has operating leases for two office facilities, one which expires on April 30, 2021 and the other on March 31, 2022. As of June 1, 2019, the Company recognized additional right-of-use In June 2016, the FASB issued a new accounting standard intended to provide financial statement users with more decision-useful information about expected credit losses and other commitments to extend credit held by the reporting entity. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The update is effective on January 1, 2020, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In August 2018, the FASB issued a new accounting standard to reduce, modify, and add to the disclosure requirements on fair value measurements. The standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In August 2018, the FASB issued a new accounting standard to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use |
Convertible Instruments
Convertible Instruments | 6 Months Ended |
Nov. 30, 2019 | |
Convertible Instruments | Note 4 – Convertible Instruments Series C Convertible Preferred Stock On March 20, 2019, the Company authorized 5,000 shares and issued 3,246 shares of Series C Convertible Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”), at $ 1, 000 .00 , 1, .00 per share for cash proceeds totaling $1,542,545, net of placement agent fees and legal fees totaling $211,455. On October 11, 2019, the Company authorized an increase from 5,000 shares to 20 000 available to be issu ed ou t vailable therefor , which d i Series B Convertible Preferred Stock During fiscal 2010, the Company issued 400,000 shares of Series B Convertible Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”) at $5.00 per share for cash proceeds totaling $2,009,000, of which 92,100 shares remain outstanding at November 30, 2019. Each share of the Series B Preferred Stock is convertible into ten shares of the Company’s common stock, including any accrued dividends, with an effective fixed conversion price of $0.50 per share. The holders of the Series B Preferred Stock can only convert their shares to shares of common stock provided the Company has sufficient authorized shares of common stock at the time of conversion. Accordingly, the conversion option was contingent upon the Company increasing its authorized common shares, which occurred in April 2010, when the Company’s stockholders approved an increase in the authorized shares of common stock to 100,000,000. At the commitment date, which occurred upon such stockholder approval, the conversion option related to the Series B Preferred Stock was beneficial. The intrinsic value of the conversion option at the commitment date resulted in a constructive dividend to the Series B Preferred Stock holders of approximately $6,000,000. The constructive dividend increased and decreased additional paid-in , 2019 Short-term Convertible Notes During the year ended May 31, 2019, the Company issued approximately $5.5 million of nine-month unsecured Convertible Notes (the “2019 Short-term Convertible Notes”) and related warrants to investors for cash. Beginning on September 30, 2019 and through November 14, 2019, principal and interest totaling approximately $5.9 million came due. Holders of notes totaling approximately $1.1 million in principal and accrued interest agreed to extend their notes for another 3 months, and holders of notes totaling approximately $4.1 million in principal and accrued interest agreed to extend their notes for another 6 months. One note-holder with principal and accrued interest totaling approximately $0.2 million converted to shares of common stock of the Company. During the quarter ended November 30, 2019, a total of approximately $0.7 million of principal and accrued interest was repaid in cash. In addition, detachable stock warrants to purchase a total of 4,750,000 five five on its note. In connection with the note extensions and conversion, the Company recorded a non-cash inducement interest expense of approximately $0.3 million during the quarter ended November 30, 2029 . The new principal amount of the 2019 Short-term Convertible Notes, including any accrued but unpaid interest thereon, is convertible at the election of the holder at any time into shares of common stock at any time prior to maturity at a conversion price of $0.50 per share. The 2019 Short-term Convertible Notes bear simple interest at the annual rate of 10%. Principal and accrued interest, to the extent not previously paid or converted, is due and payable on the maturity date. At the new commitment dates, the Company determined that there was a decrease in the fair value of the embedded conversion option resulting from the modification, the value of which is not required to be recognized under U.S. GAAP. The Company recognized approximately $269,000 and $0 of interest expense during the six months ended November 30, 2019 and November 30, 2018, respectively. Long-term Convertible Notes—June 2018 Note On June 26, 2018, the Company entered into a securities purchase agreement, pursuant to which the Company issued a convertible promissory note (the “June 2018 Note”) with a two-year Effective November 15, 2018, the June 2018 Note was amended to allow the Investor to redeem the monthly redemption amount of $350,000 in cash or stock, at the lesser of (i) $0.55, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85%. The variable rate redemption provision meets the definition of a derivative instrument and subsequent to the amendment, it no longer meets the criteria to be considered indexed to the Company’s own stock. As of November 15, 2018, the redemption provision requires bifurcation as a derivative liability at fair value under the guidance in ASC Topic No. 815, “Derivatives and Hedging.” The amendment of the June 2018 Note was also evaluated under ASC Topic 470-50-40, write-off During the six months ended November 30, 2019 and November 30, 2018, the Company recognized approximately $300,000 and $248,000, of interest expense related to the June 2018 Note, respectively. During the six months ended November 30, 2019, the Company received redemption notices from the holder of the Company’s June 2018 Note, requesting an aggregate redemption of $2,055,000 of the outstanding balance thereof. In satisfaction of the redemption notices, the Company issued shares of common stock totaling 4,746,935 and paid cash totaling $525,000 to the June 2018 Note holder in accordance with the terms of the June 2018 Note. Following the redemptions, the outstanding balance of the convertible June 2018 Note, including accrued but unpaid interest, was approximately $2.8 million. Long-term Convertible Notes—January 2019 Note On January 30, 2019, the Company entered into a securities purchase agreement, pursuant to which the Company issued a convertible promissory note (the “January 2019 Note”) with a two-year The investor may redeem any portion of the January 2019 Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $350,000. The monthly redemption amount may be paid in cash or stock, at the Company’s election, at the lesser of (i) $ 0.50 5-year January 30, 2019 Fair value of redemption provision $ 1,465,008 Relative fair value of equity classified warrants 858,353 Beneficial conversion feature 2,676,639 $ 5,000,000 Under the guidance of ASC 815, after allocation of proceeds to the redemption provision, relative fair value of equity classified warrants and the beneficial conversion feature, there were no proceeds remaining to allocate to convertible note payable. Therefore, principal, accrued interest, debt discount and offering costs will be recognized as interest expense, which represents the accretion of the convertible note payable and related debt discount and issuance costs. During the six months ended November 30, 2019 and November 30, 2018, the Company recognized approximately $387,000 and $- 0 Activity related to the June 2018 Note and the January 2019 Note is as follows: Short Term Long Term Total June 2018 Note $ 2,100,000 $ 3,600,000 $ 5,700,000 Monthly redemption provision 2,100,000 (2,100,000 ) — Note amendment, net — 111,410 111,410 Redemptions (1,726,582 ) (2,108,418 ) (3,835,000 ) Interest accretion — 300,308 685,599 985,907 Carrying value of Notes at November 30, 2019 $ 2,773,726 $ 188,591 $ 2,962,317 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Nov. 30, 2019 | |
Derivative Liability | Note 5 – Derivative Liabilities The investor and placement agent warrants, issued in connection with a registered direct offering in September 2016, contained a provision for net cash settlement in the event that there is a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange, whereby such other Person or group acquires more than 50% of the outstanding common stock). If a fundamental transaction occurs in which the consideration issued consists principally of cash or stock in a successor entity, then the warrant holder has the option to receive cash equal to the fair value of the remaining unexercised portion of the warrant. Due to this contingent cash settlement provision, the investor and placement agent warrants require liability classification as derivatives in accordance with ASC 480 and ASC 815 and are recorded at fair value. The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016, and the fair value as of Shares Indexed Derivative Liability Inception to 7,733,334 $ 5,179,200 Balance May 31, 2019 7,733,334 409,132 Balance November 30, 2019 7,733,334 $ 122,372 The Company recognized approximately $280,000 of non-cash non-cash six November 0 November 0 ASC 820 provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Fair values for the warrants were determined using a Binomial Lattice (“Lattice”) valuation model. The Company estimated the fair value of the warrant derivative liability as of inception date September 15, 2016, May 31, 2019 and November 0 September 15, May 31, November 0 Fair value of underlying stock $ 0.78 $ 0.39 $ 0.28 Risk free rate 1.20 % 1.94 % 1.61 % Expected term (years) 5 2.29 1.79 Stock price volatility 106 % 61 % 63 % Expected dividend yield — — — Probability of Fundamental Transaction 50 % 50 % 50 % Probability of holder requesting cash payment 50 % 50 % 50 % Due to the fundamental transaction provision contained in the warrants, which could provide for early redemption of the warrants, the model also considered subjective assumptions related to the fundamental transaction provision. The fair value of the warrants will be significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the fundamental transaction provisions. As described above in Note 4 above, the redemption provision embedded in the June 2018 and January 2019 Notes required bifurcation and measurement at fair value as a derivative. The fair value of the Note redemption provision derivative liabilities was calculated using a Monte Carlo Simulation which uses randomly generated stock-price paths obtained through a Geometric Brownian Motion stock price simulation. The fair value of the redemption provision will be significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the redemption factor. The Company estimated the fair value of the redemptive provision using the following assumptions on the closing date of November 15, 2018, January 30, 2019 and May 31, 2019 and November 15, January 30, May 31, 2019 November 30 2018 2019 June January June January Fair value of underlying stock $ $ 0.49 $ $ 0.39 $ 0.28 $ 0.28 Risk free rate 2.78 % 2.52 % 2.21 % 1.95 % 1.63 % 1.60 % Expected term (in years) 1.61 2 1.07 1.67 0.57 1.17 Stock price volatility 58.8 % 61 % 62.2 % 62.2 % 66.3 % 64.1 % Expected dividend yield — — — — — — Discount factor 85 % 85 % 85 % 85 % 85 % 85 % The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018, January 30, 2019 and the fair value as of May 31, 2019 and November 0 Net Proceeds Derivative Liability Inception date May 31, 2019 November 0 Inception date June 2018 Note, November 15, 2018 $ 5,000,000 $ 1,284,988 $ 847,103 $ 481,345 Inception date January 2019 Note, January 30, 2019 5,000,000 1,465,008 1,158,034 975,053 $ 2,005,137 $ 1,456,398 The Company recognized approximately $549,000 of non-cash six Nov ember 0 |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended |
Nov. 30, 2019 | |
Stock Options and Warrants | Note 6 – Stock Options and Warrants The Company has one active stock-based equity plan at November 0 , Nov ember 0 Stock Options During the six November 0 s ranges between $0.385 and 1,000,000 stock options vest immediately and the remaining one a ten During the six November 0 , and consultants The awards granted to the consultants totaled 400,000 stock options, 200,000 of which vested immediately, 100,000 of which vested on December 12, 2019 and 100,000 of which will vest on April 7, 2020. Stock option awards covering an additional 1,112,500 shares granted to executive management and employees vest in 12 equal monthly installments and have a ten granted to executive mana g e ment and employees three a ten . The valu e of related to these stock options was On August 12, 2019, Gregory Gould, a member of the Company’s Board of Directors, resigned. On September 12, 2019 re-election. were Warrants During the six months ended November 30 , 2019, in connection with registered direct offering s five prices ranging between of $0.40 and $0.444 per share. During the six November 30 , 2019, in connection with Series C convertible preferred offerings , as fully described in Note 4, the Company issued common stock warrants covering a total of 9,601,000 shares of common stock to investors. The investor warrants have a five prices ranging between $0.30 and $0.50 per share. During the six months ended November 30, 2019, in connection with extension and conversion of short-term convertible notes, the Company issued common stock warrants covering a total of 4,750,000 shares of common stock to investors. The investor warrants have a five Compensation expense related to stock options, compensatory warrants and common stock reserved for advisory services for the three and six November 30 , 2019 and November 30 , 2018 was approximately $1.0 million and $1.5 million and $ six - November 30 , 2019 and November 30 , 2018 was approximately $907,000 and $1.2 million November 30 , 2019, there was approximately $1.1 million of unrecognized compensation expense related to share-based payments for unvested options, which is expected to be recognized over a weighted average period of 0.72 years. The following table represents stock option and warrant activity as of and for the six November 30 , 2019: Number of Weighted Weighted Aggregate Options and warrants outstanding—May 31, 2019 178,591,849 $ 0.71 3.75 $ 896,400 Granted 30,756,055 0.36 — — Exercised (30,250,649 ) 0.39 — — Forfeited/expired/cancelled (1,640,000 ) 0.74 — — Options and warrants outstanding — November 30, 2019 177,457,255 0.65 3.67 — Outstanding exercisable — November 30, 2019 173,178,551 $ 0.66 3.56 $ — |
Acquisition of Patents and Inta
Acquisition of Patents and Intangibles | 6 Months Ended |
Nov. 30, 2019 | |
Acquisition of Patents | Note 7 – Acquisition of Patents and Intangibles As discussed in Note 9 below, the Company consummated an asset purchase on October 16, 2012, and paid $3,500,000 for certain assets, including intellectual property, certain related licenses and sublicenses, FDA filings and various forms of the leronlimab (PRO 140) drug substance. The Company followed the guidance in Financial Accounting Standards Topic 805 to determine if the Company acquired a business. Based on the prescribed accounting, the Company acquired assets and not a business. As of November 0 On November 16, 2018, the Company completed the acquisition of substantially all of the assets of ProstaGene, LLC (“ProstaGene”), a biotechnology start-up The aggregate purchase price paid for the ProstaGene acquisition was $11,558,000 based on the issuance of 20,278,000 shares of common stock of CytoDyn at $0.57 per share, including 1,620,000 shares earned, but not yet issued, by the investment bank for advisory services. In connection with the purchase, the Company entered into a Stock Restriction Agreement (“Agreement”), restricting the transfer of 8,342,000 shares of common stock payable to Dr. Pestell for a three A summary of the net purchase price and allocation to the acquired assets is as follows: ProstaGene, LLC CytoDyn Inc. Equity $ 11,558,000 Acquisition Expenses 741,297 Release of Deferred Tax Asset 2,826,919 Total Cost of Acquisition $ 15,126,216 Intangible assets $ 15,126,216 Other — Allocation of Acquisition Costs $ 15,126,216 Assets acquired from ProstaGene include (1) patents issued in the United States and Australia related to “Prostate Cancer Cell Lines, Gene Signatures and Uses Thereof” and “Use of Modulators of CCR5 in the Treatment of Cancer and Cancer Metastasis,” (2) an algorithm used to identify a 14-gene 805-10-55 805-10-55-5A The fair value of the technology acquired is identified using the Income Approach. The fair value of the patents acquired is identified using the Cost to Reproduce Method. The fair value of noncompetition agreement acquired is identified using the Residual Value Method. Goodwill is not recorded as the transaction represents an asset acquisition in accordance with ASU 2017-01. The following presents intangible assets activity: November 30, 2019 May 31, 2019 Gross carrying amounts $ 3,500,000 $ 3,500,000 Development of new Company website $ 19,552 $ 19,553 Intangible asset acquisition: ProstaGene, LLC 15,126,216 15,126,216 Accumulated amortization (4,195,730 ) (3,170,315 ) Total amortizable intangible assets, net $ 14,450,038 $ 15,475,454 Patents currently not amortized $ — $ — Carrying value of intangibles, net $ 14,450,038 $ 15,475,454 Amortization expense related to intangible assets was approximately $497,100 and $994,200 and $152,900 and $240,000 and six November 30 for next seven years , fo r the last |
License Agreements
License Agreements | 6 Months Ended |
Nov. 30, 2019 | |
License Agreements | Note 8 – License Agreements The Company has two agreements “system know-how” technology s . The 9 March 15 th 20 , |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Nov. 30, 2019 | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Under the Progenics Purchase Agreement, the Company acquired rights to the HIV viral-entry inhibitor drug candidate PRO 140, a humanized anti-CCR5 monoclonal antibody, as well as certain other related assets, including the existing inventory of bulk PRO 140 drug product, intellectual property, certain related licenses and sublicenses, and FDA regulatory filings. In connection with purchase, the Company has one remaining milestone payment of $5.0 million, which will become due at the time of the first U.S. new drug application approval by the FDA or other non-U.S. country-by sub-licensors non-U.S. su b-licensors are deemed contingent consideration and, therefore, are not currently accruable. During the fourth quarter of fiscal 2019, the Company entered into a Master Services Agreement and Product Specific Agreement (collectively, the “Samsung Agreement”) with Samsung BioLogics Co., Ltd. (“Samsung”), pursuant to which Samsung will perform technology transfer, process validation, manufacturing and supply services for the commercial supply of leronlimab. In April 2019 the Company delivered to Samsung a purchase order for $33 million worth of process validation and technology transfer services related to the manufacture of leronlimab, with payments by the Company scheduled to be made throughout calendar 2020. Under the Samsung Agreement, the purchase order is binding and the Company is obligated to pay the full amount of the purchase order. Under the terms of the Samsung Agreement, the Company is obligated to make specified minimum purchases of leronlimab from Samsung pursuant to forecasted requirements which the Company will provide to Samsung. The first forecast will be delivered to Samsung by March 31, 2020. Thereafter, the Company must provide Samsung with a rolling quarterly forecast setting forth the total quantity of commercial grade leronlimab that the Company expects to require in the following years. The Company estimates that initial ramp-up costs to manufacture commercial grade leronlimab at scale could total approximately $60 million, with approximately $30 million payable over the course of calendar 2020, and approximately $30 million payable in the first quarter of 2021. Thereafter, the Company will pay Samsung per 15,000L batch according to the pricing terms specified in the Samsung Agreement. The Samsung Agreement has an initial term ending in December 2027 and will be automatically extended for additional two year periods unless either party gives notice of termination at least six months prior to the then current term. Either party may terminate the Samsung Agreement in the event of the other party’s insolvency or uncured material breach, and the Company may terminate the agreement in the event of a voluntary or involuntary complete market withdrawal of leronlimab from commercial markets, with one and half year’s prior notice. Neither party may assign the agreement without the consent of the other, except in the event of a sale of all or substantially all of the assets of a party to which the agreement relates . The Company has entered into project work orders, as amended, for each of its CRO and related laboratory vendors. Under the terms of these agreements, the Company incurs execution fees for direct services costs, which are recorded as a current asset. In the event the Company were to terminate any trial, it may incur certain financial penalties which would become payable to the CRO. Conditioned upon the form of termination of any one trial, the financial penalties may range up to $0.8 million. In the remote circumstance that the Company would terminate all clinical trials, the collective financial penalties may range from an approximate low of $0.7 million to an approximate high of $1.9 million. From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. Other than specified in Part II, Item 1, there are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position. |
Public Warrant Tender Offerings
Public Warrant Tender Offerings | 6 Months Ended |
Nov. 30, 2019 | |
Public Warrant Tender Offerings [Abstract] | |
Public Warrant Tender Offerings | Note 10 – Public Warrant Tender Offerings During the six November 30 non-cash |
Registered Direct Equity Offeri
Registered Direct Equity Offerings | 6 Months Ended |
Nov. 30, 2019 | |
Registered Direct Equity Offerings | Note 11 – Registered Direct Equity Offerings During the six months ended November 30 prices ranging between $0.30 and offerings, Form S-3. The these s five s 6.3 prices ranging between and $0.444 five |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Nov. 30, 2019 | |
Employee Benefit Plan | Note 12 – Employee Benefit Plan The Company has an employee savings plan (the “Plan”) pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), covering all of its employees. The Company makes a qualified non-elective contribution and six Novembe r 30 and $ 15,200 non-elective |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2019 | |
Related Party Transactions | Note 13 – Related Party Transactions The Audit Committee of the Board of Directors, comprised of independent directors, or the full Board of Directors, reviews and approves all related party transactions. On July 15, 2019, the Company entered into consulting agreements with two of its directors, one with Scott A. Kelly, M.D. in the capacity of non-executive non-executive sto ck covering 10-year 10-year On June 12, 2019, the Company concluded a warrant tender offer (the “June 2019 Warrant Tender Offer”) for certain outstanding series of eligible warrants, offering the holders of such warrants the opportunity to amend and exercise their warrants at a reduced exercise price equal to the lower of (i) their respective existing exercise price or (ii) $0.40 per share of common stock. As an inducement to holders to participate in the June 2019 Warrant Tender Offer, the Company offered to issue to participating holders shares of common stock equal to an additional 50% of the number of shares issuable upon exercise of the eligible warrants (collectively, the “Additional Shares”). Dr. Kelly validly tendered warrants beneficially owned by him, covering an aggregate of 50,000 shares of common stock, and received 25,000 Additional Shares. Dr. Kelly participated on terms identical to those applicable to other holders in the June 2019 Warrant Tender Offer. On July 31, 2019, the Company concluded an additional warrant tender offer on terms identical to the June 2019 Warrant Tender Offer (the “July 2019 Warrant Tender Offer”). Dr. Welch tendered warrants beneficially owned by him, covering an aggregate of 1,000,000 shares of common stock, and received 500,000 Additional Shares. Dr. Welch participated on terms identical to those applicable to other holders in the July 2019 Warrant Tender Offer”). On September 30, 2019, an entity controlled by Dr. Welch exchanged a 2019 Short-term Convertible Note in the principal amount of $1 million and accrued but unpaid interest of $75,343, for an Exchange Note in the principal amount of $1,075,343 and a warrant to purchase 1,000,000 shares of common stock. The entity controlled by Dr. Welch participated on similar On October 8, 2019, an entity controlled by Mr. Klump exchanged a 2019 Short-term Convertible Note in the principal amount of $0.5 million and accrued but unpaid interest of $37,397, for an Exchange Note in the principal amount of $537,397 and a warrant to purchase 500,000 shares of common stock. The entity controlled by Mr. Klump participated on similar terms to the other holders in the exchange. On December 13, 2019, Mr. Naydenov participated in a registered direct equity offering. Mr. Naydenov purchased 833,333 shares of common stock and received warrants covering 625,000 shares. The terms and conditions of Mr. Naydenov’s $250,000 investment were identical to those offered to other investors in this offering. On December 23, 2019, an entity controlled by Dr. Welch participated in a registered direct equity offering. The entity controlled by Dr. Welch purchased 1,639,344 shares of common stock and received warrants covering 819,672 shares. The terms and conditions of the $500,000 investment made by the entity controlled by Dr. Welch were identical to those offered to other investors in this offering. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Nov. 30, 2019 | |
Subsequent Events | Note 14 – Subsequent Events On December 2, 2019, the Company received a a of $350,000, which, at the Company’s election, was paid cash rather than stock . Following this redemption, the outstanding balance on the June 2018 Convertible Note, including accrued interest, was approximately $2.6 million. On December 6 s 415 Series C convertible preferred shares at a purchase price of $1,000 per share (December 6, o ” ) . 6, o 1,037,500 shares - 6, 2019 o 0.38 On December 9, 2019, the Company entered into subscription agreements with certain investors for the sale of 2,568,330 shares of common stock at a purchase price of $0.30 per share in a registered direct offering (“December 9 2019 Offering”), pursuant to a registration statement on Form S-3. The investors in the December 9 2019 Offering also received warrants to purchase 1,926,248 shares of common stock with an exercise price of $0.45 per share and a five-year term. The Company received net proceeds from the December 9 Offering of approximately $0.75 million. On December 13, 2019, the Company entered into subscription agreements with certain investors for the sale of 2,433,333 shares of common stock at a purchase price of $0.30 per share in a registered direct offering (“December 13 2019 Offering”), pursuant to a registration statement on Form S-3. The investors in the December 13 2019 Offering also received warrants to purchase 1,825,000 shares of common stock with an exercise price of $0.45 per share and a five-year term. The Company received net proceeds from the December 13 Offering of approximately $0.73 million. On December 16, 2019, the Company received a redemption notice from the holder of the Company’s January 2019 Convertible Note requesting a redemption of $350,000, which, at the Company’s election, was paid in cash rather than stock. On December 27, December 30, December 31, 2019 and on January 2, 2020, the Company received additional conversion notices from the holder of the January 2019 Convertible Note requesting conversions totaling $1.15 million. Pursuant to the January 2019 Convertible Note, such conversions are at $0.50 per share. Accordingly, the Company issued 2.3 million shares in connection with such conversion notices. Following the aforementioned redemption and conversions, the outstanding balance on the January 2019 Convertible Note, including accrued interest, was approximately $4.2 million. On December 17, 2019, the Company entered into a Commercialization and License Agreement (the “License Agreement”) and a Supply Agreement (the “Supply Agreement”) with Vyera Pharmaceuticals, LLC, a Delaware limited liability company (“Vyera”). Pursuant to the License Agreement, the Company granted Vyera an exclusive royalty-bearing license to commercialize pharmaceutical preparations containing leronlimab (PRO 140) for the treatment of HIV in humans in the United States. Pursuant to the terms of the License Agreement, and subject to the conditions set forth therein, Vyera will bear the cost of, and be responsible for, among other things, the commercialization of leronlimab (PRO 140) in the United States. Pursuant to the Supply Agreement, the Company has agreed to supply Vyera and Vyera has agreed to purchase from the Company, its requirements of leronlimab (PRO-140) for commercialization under the License Agreement. Under the terms of the Supply Agreement, Vyera is obligated to make purchases of leronlimab (PRO 140) from the Company pursuant to Vyera’s forecasted requirements, updated monthly, which will contain a binding period that will increase over the course of the first two years following receipt of regulatory approval of leronlimab (PRO 140) for the treatment of humans with HIV. On December 19, 2019, the Company issued stock options covering 7,300,000 shares of its common stock to directors and officers. The stock option awards have a per share exercise price of $0.63. Stock options covering 6,050,000 shares vested immediately upon issuance and 1,250,000 shares will vest upon filing of the BLA associated with HIV-Combination therapy. In addition, the president and chief executive officer received a warrant covering 2,000,000 shares with an exercise price of $0.63 per share, which vests upon the Company’s filing of the BLA. On December 20, 2019, the Company entered into a private warrant exchange in which certain accredited investors purchased unregistered common stock at a range of $0.22 to $0.25 per share as compared to the stated exercise price on their warrant, which ranged from $0.45 to $0.75 per share of common stock. The Company sold 3,350,000 shares of common stock, as well as 1,340,000 additional shares as an inducement to exercise their warrants, for a total of 4,690,000 shares of common stock, $0.001 par value. Aggregate gross proceeds from the private warrant exchange were approximately $0.8 million. As partial consideration for the License Agreement and the Supply Agreement, Vyera’s parent company, Phoenixus AG (“Phoenixus”), agreed to make a $4.0 million equity investment in the Company (the “December 23 2019 Offering”). On December 23, 2019, the Company entered into definitive subscription agreements relating to Phoenixus’ investment. In addition to the $4.0 million of shares of common stock and warrants sold to Phoenixus, the December 23 2019 Offering also included $0.5 million of shares of common stock and related warrants sold to an entity associated with David F. Welch, a member of the Company’s board of directors, on terms identical to those applicable to Phoenixus. In the aggregate, the Company sold 14,754,098 shares of common stock and warrants to purchase up to an aggregate of 7,377,049 shares of common stock. Each share of common stock was sold together with one-half of one warrant to purchase one share of common stock for a combined purchase price of $0.305 per share. On December 24, 2019, the Company issued a total of 379,880 shares of registered common stock to two executives in connection with the stock portion of their incentive compensation earned for the fiscal year ended May 31, 2018. The two executives simultaneously tendered back to the Company a total of 126,997 shares of the registered common stock to cover the income tax withholding requirements. On December 31, 2019, the holder of a 2019 Short-term Convertible Note in the aggregate principal amount of $549,912, including accrued but unpaid interest, tendered a notice of conversion at the stated conversion rate of $0.50 per share. The Company issued 1,099,823 shares of Common Stock in satisfaction of the conversion notice. On December 30, 2019, the Company entered into a private warrant exchange in which certain accredited investors purchased unregistered common stock at a reduced exercise price per share of $0.50 for any warrant with a stated exercise price greater than $0.50 per share and no discount for warrants with a stated exercise price equal to or less than $0.50 per share. The Company sold 2,230,000 shares of common stock, as well as 446,000 additional shares as an inducement to exercise their warrants, for a total of 2,676,000 shares of common stock, $0.001 par value. Aggregate gross proceeds from the private warrant exchange were approximately $1.0 million. On January 6, 2020, the Company granted stock option awards covering 210,000 shares of common stock to employees, with an exercise price of $0.98 per share. The awards vest ratably over three years and have a ten-year term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2019 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for these periods. The consolidated financial statements and notes thereto are presented as prescribed by Form 10-Q. Form 10-K for |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, CytoDyn Operations Inc., Advanced Genetic Technologies, Inc. (“AGTI”) and CytoDyn Veterinary Medicine LLC (“CVM”), of which both AGTI and CVM are dormant entities. All intercompany transactions and balances are eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the 2020 presentation. These reclassifications did not have any effect on total current assets, total assets, total current liabilities, total liabilities, total stockholders’ (deficit) equity, net loss or loss per share. |
Going Concern | Going Concern The consolidated accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had losses for all periods presented. The Company incurred a net loss of $31,024,467 for the six months ended November 30, 2019 and has an accumulated deficit of $260,648,884 as of November 30, 2019. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of its product candidate, obtain U.S. Food & Drug Administration (“FDA”) approval, outsource manufacturing of the product candidate, and ultimately achieve initial revenues and attain profitability. The Company is currently engaging in significant research and development activities related to its product candidate for multiple indications, and expects to incur significant research and development expenses in the future primarily related to its clinical trials. These research and development activities are subject to significant risks and uncertainties. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity and debt securities, combined with additional funding from other traditional sources. There can be no assurance, however, that the Company will be successful in these endeavors. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash is maintained at federally insured financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Balances in excess of federally insured limits at November 30, 2019 and May 31, 2019 approximated $1.0 million and $3.2 million, respectively. |
Identified Intangible Assets | Identified Intangible Assets The Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 350 Intangibles-Goodwill and Other, which establishes accounting standards for the impairment of long-lived assets such as intangible assets subject to amortization. The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying value, the asset is considered impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. There were no impairment charges for the six months ended November 30, 2019 and 2018. The value of the Company’s patents would be significantly impaired by any adverse developments as they relate to the clinical trials pursuant to the patents acquired as discussed in Notes 7 and 9. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Clinical trial costs incurred through third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development collaboration arrangements or other contractual agreements, the milestone payment obligations are expensed when the milestone conditions are probable and the amount of payment is reasonably estimable. |
Pre-launch Inventory | Pre-launch The Company may scale-up and The scale-up and of pre-launch inventories may scale-up and build pre-launch inventories have pre-launch inventory |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding market or non-binding broker Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of November 30, 2019 and May 31, 2019 is as follows: Fair Value Measurement at Fair Value Measurement at Using Using Level 3 Total Level 3 Total Liabilities: Derivative liability - convertible note redemption provision $ 1,456,398 $ 1,456,398 $ 2,005,137 $ 2,005,137 Derivative liability - warrants 122,372 122,372 402,132 402,132 Total liability $ 1,578,770 $ 1,578,770 $ 2,407,269 $ 2,407,269 (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of November 30, 2019 and May 31, 2019. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurements. These instruments are not quoted on an active market. The Company uses a Binomial Lattice Model to estimate the value of the warrant derivative liability and a Monte Carlo Simulation to value the derivative liability of the redemption provision within a convertible promissory note. These valuation models were used because management believes they reflect all the assumptions that market participants would likely consider in negotiating the transfer of the instruments. The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended November 30, 2019, and the year ended May 31, 2019: Investor warrants issued with registered direct equity offering $ 4,360,000 Placement agent warrants issued with registered direct equity offering 819,200 Fair value adjustments (3,855,468 ) Balance at May 31, 2018 1,323,732 Inception date value of redemption provisions 2,750,006 Fair value adjustments - warrants (744,869 ) Fair value adjustments - convertible notes (921,600 ) Balance at May 31, 2019 $ 2,407,269 Fair value adjustments - warrants (279,760 ) Fair value adjustments - convertible notes (548,739 ) Balance at November 30, 2019 $ 1,578,770 |
Operating Leases | Operating Leases Effective June 1, 2019, the Company determined if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms do not include options to extend or terminate the lease as it is not reasonably certain that it will exercise these options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease |
Stock-Based Compensation | Stock-Based Compensation U.S. GAAP requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award (requisite service period) or when designated milestones have been achieved. The Company accounts for stock-based awards established by the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions including stock price volatility, expected term and risk-free interest rates, as of the grant date. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the stock-based award. The expected volatility is based on the historical volatility of the Company’s common stock on monthly intervals. The computation of the expected option term is based on the “simplified method,” as the Company issuances are considered “plain vanilla” options. For stock-based awards with defined vesting, the Company recognizes compensation expense over the requisite service period or when designated milestones have been achieved. The Company estimates forfeitures at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Based on limited historical experience of forfeitures, the Company estimated future unvested forfeitures at 0% for all periods presented. Periodically, the Company will issue restricted common stock to third parties as compensation for services rendered. Such stock awards are valued at fair market value on the effective date of the Company’s obligation. |
Common Stock | Common Stock On November 8, 2018, at the 2018 Annual Meeting of Stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 450,000,000 to 600,000,000. Subsequently, on May 22, 2019, at a special meeting of stockholders, a proposal was approved to increase the total number of authorized shares of common stock of the Company from 600,000,000 to 700,000,000. |
Preferred Stock | Preferred Stock The Company’s Board of Directors is authorized to issue up to 20,000,000 shares of preferred stock without stockholder approval. As of November 30, 2019, the Company has authorized the issuance of 400,000 shares of Series B convertible preferred stock and 20,000 shares of Series C convertible preferred stock, of which 92,100 shares and 7,788 shares, respectively, were outstanding. The remaining preferred shares authorized have no specified rights. |
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the par value method, whereby the cost of the acquired stock is recorded at par value. As of November 30, 2019, the Company has purchased 159,011 shares of $0.001 par value treasury stock. |
Debt Discount | Debt Discount During year ended May 31, 2019, the Company incurred approximately $4.2 million of debt discount related to the issuance of convertible notes, as described in Note 4. The discount is amortized over the life of the convertible promissory notes. During the six months ended November 30, 2019 and November 30, 2018, the Company recorded approximately $1.5 million and $0.6 million of related amortization, respectively. |
Debt Issuance Cost | Debt Issuance Cost During the year ended May 31, 2019, the Company incurred direct costs associated with the issuance of convertible notes, as described in Note 4, and recorded approximately $1.0 million of debt issuance costs. During the six months ended November 30, 2019 and November 30, 2018, the Company recognized related amortization of approximately $404,000 and $20,000, respectively. |
Offering Costs | Offering Costs During the six months ended November 30, 2019 and the year ended May 31, 2019, the Company incurred direct incremental costs associated with the sale of equity securities and conversion of debt, as described in Notes 10 and 11. The costs were approximately $2.0 million and $4.3 million for the six months ended November 30, 2019 and year ended May 31, 2019, respectively. The offering costs were recorded as a component of equity upon receipt of proceeds. |
Stock for Services | Stock for Services The Company periodically issues warrants to consultants for various services. The Black-Scholes option pricing model, as described more fully above, is utilized to measure the fair value of the equity instruments on the date of issuance. The Company recognizes the compensation expense associated with the equity instruments over the requisite service or vesting period. |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share would include the weighted average number of shares of common stock outstanding and potentially dilutive common stock equivalents. Because of the net losses for all periods presented, the basic and diluted weighted average shares outstanding are the same since including the additional shares would have an anti-dilutive effect on the loss per share. For this reason, common stock options and warrants to purchase 160,752,883 and 155,836,676 shares of common stock were not included in the computation of basic and diluted weighted average number of shares of common stock outstanding for the three months ended November 30, 2019 and November 30, 2018, respectively. Additionally, as of November 30, 2019, shares of Series C and Series B convertible preferred stock in the aggregate of 99,888 shares can potentially convert into 16,497,000 shares of common stock. |
Income Taxes | Income Taxes Deferred taxes are provided on the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of FASB Accounting Standards Codification (“ASC”) ASC 740-10 740-10. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% and 28.62% for the six months ended November 30, 2019 and November 30, 2018, respectively. The net tax expense for the six months ended November 30, 2019 and November 30, 2018, is zero. The Company has a full valuation allowance as of November 30, 2019 and May 31, 2019, as management does not consider it more than likely than not that the benefits from the deferred taxes will be realized. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Nov. 30, 2019 | |
Liability Measured at Fair Value on Recurring Basis by Level within Fair Value Hierarchy | Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of November 30, 2019 and May 31, 2019 is as follows: Fair Value Measurement at Fair Value Measurement at Using Using Level 3 Total Level 3 Total Liabilities: Derivative liability - convertible note redemption provision $ 1,456,398 $ 1,456,398 $ 2,005,137 $ 2,005,137 Derivative liability - warrants 122,372 122,372 402,132 402,132 Total liability $ 1,578,770 $ 1,578,770 $ 2,407,269 $ 2,407,269 (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of November 30, 2019 and May 31, 2019. |
Reconciliation of Liability Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended November 30, 2019, and the year ended May 31, 2019: Investor warrants issued with registered direct equity offering $ 4,360,000 Placement agent warrants issued with registered direct equity offering 819,200 Fair value adjustments (3,855,468 ) Balance at May 31, 2018 1,323,732 Inception date value of redemption provisions 2,750,006 Fair value adjustments - warrants (744,869 ) Fair value adjustments - convertible notes (921,600 ) Balance at May 31, 2019 $ 2,407,269 Fair value adjustments - warrants (279,760 ) Fair value adjustments - convertible notes (548,739 ) Balance at November 30, 2019 $ 1,578,770 |
Convertible Instruments (Tables
Convertible Instruments (Tables) | 6 Months Ended |
Nov. 30, 2019 | |
Warrants At Fair Value And Beneficial Conversion Feature At Intrinsic Value | The net proceeds of $5.0 million were allocated first to the redemption provision at its fair value, then to the warrants at their relative fair value and the beneficial conversion feature at its intrinsic value as follows: January 30, 2019 Fair value of redemption provision $ 1,465,008 Relative fair value of equity classified warrants 858,353 Beneficial conversion feature 2,676,639 $ 5,000,000 |
Activity Related to Notes | Activity related to the June 2018 Note and the January 2019 Note is as follows: Short Term Long Term Total June 2018 Note $ 2,100,000 $ 3,600,000 $ 5,700,000 Monthly redemption provision 2,100,000 (2,100,000 ) — Note amendment, net — 111,410 111,410 Redemptions (1,726,582 ) (2,108,418 ) (3,835,000 ) Interest accretion — 300,308 685,599 985,907 Carrying value of Notes at November 30, 2019 $ 2,773,726 $ 188,591 $ 2,962,317 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2019 | |
Schedule of Derivative Liabilities at Fair Value | The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016, and the fair value as of Shares Indexed Derivative Liability Inception to 7,733,334 $ 5,179,200 Balance May 31, 2019 7,733,334 409,132 Balance November 30, 2019 7,733,334 $ 122,372 |
Assumptions used in Estimating Fair Value of Warrant Derivative Liability | The Company estimated the fair value of the warrant derivative liability as of inception date September 15, 2016, May 31, 2019 and November 0 September 15, May 31, November 0 Fair value of underlying stock $ 0.78 $ 0.39 $ 0.28 Risk free rate 1.20 % 1.94 % 1.61 % Expected term (years) 5 2.29 1.79 Stock price volatility 106 % 61 % 63 % Expected dividend yield — — — Probability of Fundamental Transaction 50 % 50 % 50 % Probability of holder requesting cash payment 50 % 50 % 50 % |
Registered Direct Equity Offering [Member] | Investor Warrants Issued With Registered Direct Equity Offering [Member] | |
Assumptions used in Estimating Fair Value of Warrant Derivative Liability | November 15, January 30, May 31, 2019 November 30 2018 2019 June January June January Fair value of underlying stock $ $ 0.49 $ $ 0.39 $ 0.28 $ 0.28 Risk free rate 2.78 % 2.52 % 2.21 % 1.95 % 1.63 % 1.60 % Expected term (in years) 1.61 2 1.07 1.67 0.57 1.17 Stock price volatility 58.8 % 61 % 62.2 % 62.2 % 66.3 % 64.1 % Expected dividend yield — — — — — — Discount factor 85 % 85 % 85 % 85 % 85 % 85 % |
Convertible Note Redemption Provision Derivative Liability [Member] | |
Schedule of Derivative Liabilities at Fair Value | The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018, January 30, 2019 and the fair value as of May 31, 2019 and November 0 Net Proceeds Derivative Liability Inception date May 31, 2019 November 0 Inception date June 2018 Note, November 15, 2018 $ 5,000,000 $ 1,284,988 $ 847,103 $ 481,345 Inception date January 2019 Note, January 30, 2019 5,000,000 1,465,008 1,158,034 975,053 $ 2,005,137 $ 1,456,398 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended |
Nov. 30, 2019 | |
Stock Option and Warrant Activity | The following table represents stock option and warrant activity as of and for the six November 30 , 2019: Number of Weighted Weighted Aggregate Options and warrants outstanding—May 31, 2019 178,591,849 $ 0.71 3.75 $ 896,400 Granted 30,756,055 0.36 — — Exercised (30,250,649 ) 0.39 — — Forfeited/expired/cancelled (1,640,000 ) 0.74 — — Options and warrants outstanding — November 30, 2019 177,457,255 0.65 3.67 — Outstanding exercisable — November 30, 2019 173,178,551 $ 0.66 3.56 $ — |
Acquisition of Patents and In_2
Acquisition of Patents and Intangibles (Tables) | 6 Months Ended |
Nov. 30, 2019 | |
Summary of the Net Purchase Price and Allocation to the Acquired Assets | A summary of the net purchase price and allocation to the acquired assets is as follows: ProstaGene, LLC CytoDyn Inc. Equity $ 11,558,000 Acquisition Expenses 741,297 Release of Deferred Tax Asset 2,826,919 Total Cost of Acquisition $ 15,126,216 Intangible assets $ 15,126,216 Other — Allocation of Acquisition Costs $ 15,126,216 |
Intangible Assets Activity | The following presents intangible assets activity: November 30, 2019 May 31, 2019 Gross carrying amounts $ 3,500,000 $ 3,500,000 Development of new Company website $ 19,552 $ 19,553 Intangible asset acquisition: ProstaGene, LLC 15,126,216 15,126,216 Accumulated amortization (4,195,730 ) (3,170,315 ) Total amortizable intangible assets, net $ 14,450,038 $ 15,475,454 Patents currently not amortized $ — $ — Carrying value of intangibles, net $ 14,450,038 $ 15,475,454 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2019 | Aug. 31, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | May 31, 2019 | May 22, 2019 | Nov. 08, 2018 | Apr. 30, 2010 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net loss | $ (14,860,468) | $ (16,163,999) | $ (14,305,380) | $ (14,413,569) | $ (31,024,467) | $ (28,718,950) | ||||
Accumulated (deficit) | (260,648,884) | (260,648,884) | $ (229,363,407) | |||||||
Balance in excess of federally insured limits | 1,300,000 | 1,300,000 | 3,300,000 | |||||||
Impairment charges | 0 | 0 | ||||||||
Pre-launch inventory qualified for capitalization | $ 0 | $ 0 | $ 0 | |||||||
Estimated future unvested forfeitures | 0.00% | |||||||||
Common stock, shares authorized | 700,000,000 | 700,000,000 | 700,000,000 | 100,000,000 | ||||||
Preferred Stock Shares authorized to be issued | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Treasury stock, par value | $ 0.001 | $ 0.001 | ||||||||
Treasury stock, shares | 159,011 | |||||||||
Amortization of discount on convertible notes | $ 439,474 | 52,954 | $ 1,469,625 | 117,534 | ||||||
Amortization of debt issuance costs | $ 404,340 | $ 19,589 | ||||||||
Federal statutory income tax rate, percent | 21.00% | 28.62% | ||||||||
Common stock options and warrants to purchase | 177,457,255 | 155,836,676 | ||||||||
Income Tax Expense (Benefit) | 0 | $ (2,826,919) | $ 0 | $ (2,826,919) | ||||||
Equity Securities | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Deferred offering costs | $ 2,000,000 | 2,000,000 | $ 4,300,000 | |||||||
Short-Term Convertible Notes | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Direct costs associated with the convertible notes | 1,000,000 | |||||||||
Amortization of debt issuance costs | 404,000 | 20,000 | ||||||||
Short-Term Convertible Notes | Detachable Common Stock Warrants | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Debt discount | $ 4,200,000 | |||||||||
Amortization of discount on convertible notes | $ 1,500,000 | $ 100,000 | ||||||||
Series B Convertible Preferred Stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Preferred Stock Shares authorized to be issued | 400,000 | 400,000 | 400,000 | |||||||
Preferred stock, shares outstanding | 92,100 | 92,100 | 92,100 | |||||||
Series C Convertible Preferred Stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Preferred Stock Shares authorized to be issued | 20,000 | 20,000 | ||||||||
Preferred stock, shares outstanding | 7,788 | 7,788 | ||||||||
Common Stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common shares issued upon conversion of preferred stock | 17,550,240 | 1,330,861 | 16,497,000 | |||||||
Common shares issued upon conversion of debt securities | 10,048,121 | 0 | ||||||||
Series C and B Preferred Stock | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Preferred stock, shares outstanding | 99,888 | 99,888 | ||||||||
Maximum | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, shares authorized | 700,000,000 | 600,000,000 | ||||||||
Preferred Stock Shares authorized to be issued | 5,000,000 | |||||||||
Minimum | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Common stock, shares authorized | 600,000,000 | 450,000,000 |
Liability Measured at Fair Valu
Liability Measured at Fair Value on Recurring Basis by Level within Fair Value Hierarchy (Detail) - USD ($) | Nov. 30, 2019 | May 31, 2019 | |
Liability: | |||
Total liability | [1] | $ 1,578,770 | $ 2,407,269 |
warrants | |||
Liability: | |||
Derivative liability | [1] | 122,372 | 402,132 |
convertible note redemption provision | |||
Liability: | |||
Derivative liability | [1] | 1,456,398 | 2,005,137 |
Level 3 | |||
Liability: | |||
Total liability | [1] | 1,578,770 | 2,407,269 |
Level 3 | warrants | |||
Liability: | |||
Derivative liability | [1] | 122,372 | 402,132 |
Level 3 | convertible note redemption provision | |||
Liability: | |||
Derivative liability | [1] | $ 1,456,398 | $ 2,005,137 |
[1] | The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of November 30, 2019 and May 31, 2019. |
Reconciliation of Liability Mea
Reconciliation of Liability Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2019 | May 31, 2019 | May 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 2,407,269 | $ 1,323,732 | |
Fair value adjustments | $ (3,855,468) | ||
Ending Balance | 1,578,770 | 2,407,269 | 1,323,732 |
Convertible notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value adjustments | (548,739) | (921,600) | |
Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value adjustments | $ (279,760) | (744,869) | |
Investor Warrants Issued with Registered Direct Equity Offering | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants issued | 4,360,000 | ||
Placement Agent Warrants Issued with Registered Direct Equity Offering | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants issued | $ 819,200 | ||
Inception date value of redemption provision - warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants issued | $ 2,750,006 |
Convertible Instruments - Addit
Convertible Instruments - Additional Information (Detail) | Dec. 31, 2019USD ($)$ / shares | Jun. 26, 2018USD ($)$ / shares | Sep. 30, 2019USD ($)$ / sharesshares | Jan. 30, 2019USD ($) | Nov. 15, 2018USD ($)$ / shares | Nov. 30, 2019USD ($)$ / sharesshares | Nov. 30, 2018USD ($) | Nov. 30, 2019USD ($)$ / sharesshares | Nov. 30, 2018USD ($) | Feb. 28, 2019USD ($) | May 31, 2019USD ($)$ / sharesshares | May 31, 2010USD ($)$ / sharesshares | Oct. 11, 2019shares | Aug. 31, 2019shares | Aug. 29, 2019shares | Mar. 20, 2019$ / sharesshares | Apr. 30, 2010shares |
Class of Stock [Line Items] | |||||||||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 1,000 | ||||||||||||||||
Common stock, shares authorized | shares | 700,000,000 | 700,000,000 | 700,000,000 | 100,000,000 | |||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock warrants to purchase shares | shares | 200,000 | ||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.45 | ||||||||||||||||
Number of shares to be sold | shares | 4,746,935 | ||||||||||||||||
Interest expense | $ 552,790 | $ 143,617 | $ 956,810 | $ 248,247 | |||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | ||||||||||||||||
Convertible note, redeemed amount | 214,959 | 0 | |||||||||||||||
Interest paid | 525,000 | 255,489 | 0 | ||||||||||||||
Class of warrants, exercise price | $ / shares | $ 0.45 | ||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||
Warrants to purchase common shares, shares | shares | 200,000 | ||||||||||||||||
Notes Payable Repayment | 850,000 | ||||||||||||||||
Debt outstanding amount | $ 4,953,876 | $ 4,953,876 | $ 3,586,035 | ||||||||||||||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Conversion of Preferred Stock to Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Undeclared dividend | $ 233,000 | $ 216,000 | |||||||||||||||
Accrued dividend | $ 456,000 | 456,000 | $ 432,000 | ||||||||||||||
Short-Term Convertible Notes | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion price | $ / shares | $ 0.50 | ||||||||||||||||
Convertible note, aggregate principal | $ 5,500,000 | ||||||||||||||||
Convertible notes, interest rate | 10.00% | ||||||||||||||||
Short-Term Convertible Notes | Investor Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||||||||||||
Class of warrants, exercise price | $ / shares | $ 0.30 | ||||||||||||||||
Note | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible notes, interest rate | 10.00% | ||||||||||||||||
Interest expense | 300,000 | 248,000 | $ 1,500,000 | ||||||||||||||
Convertible promissory note principle amount | $ 5,700,000 | ||||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | ||||||||||||||||
Common stock conversion price | $ / shares | $ 0.55 | $ 0.55 | |||||||||||||||
Convertible promissory note maximum redemption amount | $ 350,000 | $ 350,000 | |||||||||||||||
Convertible promissory note redemption description | The Investor may redeem any portion of the June 2018 Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $350,000 | Effective November 15, 2018, the June 2018 Note was amended to allow the Investor to redeem the monthly redemption amount of $350,000 in cash or stock, at the lesser of (i) $0.55, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85% | |||||||||||||||
Terms of conversion | 1.5 | ||||||||||||||||
Convertible note, redeemed amount | 2,055,000 | ||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | 2,800,000 | 2,800,000 | |||||||||||||||
Fair value of Note | 6,900,000 | 6,900,000 | |||||||||||||||
Net carrying value of note | $ 5,400,000 | ||||||||||||||||
2019 Short Term Convertible Notes | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible note, aggregate principal | $ 200,000 | ||||||||||||||||
Interest expense | $ 269,000 | 0 | |||||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | ||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 549,912 | ||||||||||||||||
Notes Payable Repayment | 700,000 | ||||||||||||||||
Debt outstanding amount | 5,900,000 | ||||||||||||||||
Noncash inducement interest expense | $ 300,000 | ||||||||||||||||
2019 Short Term Convertible Notes | Tranche One [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt outstanding amount | $ 1,100,000 | ||||||||||||||||
January 2019 Note [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible notes, interest rate | 10.00% | 10.00% | |||||||||||||||
Common stock warrants to purchase shares | shares | 5,000,000 | ||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | ||||||||||||||||
Unamortized discount | $ 600,000 | $ 600,000 | |||||||||||||||
Unamortized issuance costs | 100,000 | 100,000 | |||||||||||||||
Interest expense | 387,000 | $ 0 | |||||||||||||||
Convertible promissory note principle amount | $ 5,700,000 | 5,700,000 | |||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | $ 5,000,000 | |||||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||||
Convertible promissory note redemption description | The Investor may redeem any portion of the January 2019 Note, at any time after six months from the issue date upon five trading days’ notice, subject to a maximum monthly redemption amount of $350,000. The monthly redemption amount may be paid in cash or stock, at the Company’s election, at the lesser of (i) $0.50, or (ii) the lowest closing bid price of the Company’s common stock during the 20 days prior to the conversion, multiplied by a conversion factor of 85% | ||||||||||||||||
Company Reserves Shares For Future Conversition | shares | 20,000,000 | ||||||||||||||||
Class of warrants, exercise price | $ / shares | $ 0.30 | ||||||||||||||||
Warrants to purchase common shares, shares | shares | 5,000,000 | ||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrants to purchase shares | shares | 4,750,000 | ||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||
Warrants to purchase common shares, shares | shares | 4,750,000 | ||||||||||||||||
Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion price | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Series C Convertible preferred stock, shares issued | shares | shares | 92,100 | 92,100 | 92,100 | 400,000 | |||||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 5 | $ 5 | |||||||||||||||
Cash proceeds | $ 2,009,000 | ||||||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | shares | 92,100 | 92,100 | 92,100 | ||||||||||||||
Constructive dividend to Preferred stock holders | $ 6,000,000 | ||||||||||||||||
Liquidation preference on common shares | $ / shares | $ 5 | $ 5 | |||||||||||||||
Dividends are payable to preferred stock holders | $ / shares | 0.25 | ||||||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares authorized | shares | 400,000 | 400,000 | 400,000 | ||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Series C Convertible preferred stock, shares issued | shares | shares | 7,788 | 7,788 | 3,246 | 2,788 | 1,754 | 3,246 | |||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 1,000 | $ 1,000 | |||||||||||||||
Cash proceeds | $ 1,542,545 | $ 3,083,700 | |||||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | shares | 7,788 | 7,788 | 3,246 | ||||||||||||||
Common stock, shares authorized | shares | 5,000 | ||||||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Placement agent fee | $ 211,455 | $ 162,300 | |||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||||
Accrued dividends | $ 298,364 | $ 298,364 | $ 37,351 | ||||||||||||||
Accrued dividend Shares | shares | 598,000 | 598,000 | |||||||||||||||
Preferred stock, shares authorized | shares | 20,000 | 20,000 | 20,000 | 20,000 | 5,000 | ||||||||||||
Series C Convertible Preferred Stock | 2019 Short Term Convertible Notes | Tranche Two [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt outstanding amount | $ 4,100,000 |
Warrants At Relative Fair Value
Warrants At Relative Fair Value and Beneficial Conversion Feature at Intrinsic Value (Details) | 1 Months Ended |
Jan. 30, 2019USD ($) | |
Convertible Promisssory Notes [Abstract] | |
Warrants At Fair Value Of Redemption Provision | $ 1,465,008 |
Relative Fair Value Of Equity Classified Warrants | 858,353 |
Warrants At Beneficial Conversion Feature | 2,676,639 |
Proceeds From Issuance Of Convertible Promissory Notes | $ 5,000,000 |
Activity Related to Notes (Deta
Activity Related to Notes (Detail 1) - USD ($) | 6 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Debt Instrument [Line Items] | ||
Monthly redemption provision | $ 0 | |
Note amendment, net | 111,410 | |
Redemptions | (850,000) | |
Interest accretion | 985,907 | |
August 31, 2019 Note | 2,962,317 | |
Short-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Monthly redemption provision | 2,100,000 | |
Note amendment, net | 0 | |
Redemptions | (1,726,582) | |
Interest accretion | 300,308 | |
August 31, 2019 Note | 2,773,726 | |
Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Monthly redemption provision | (2,100,000) | |
Note amendment, net | 111,410 | |
Redemptions | (2,108,418) | |
Interest accretion | 685,599 | |
August 31, 2019 Note | 188,591 | |
Two Thousand And Eighteen Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
June 2018 Note | 5,700,000 | |
Two Thousand And Eighteen Convertible Notes [Member] | Short-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
June 2018 Note | 2,100,000 | |
Two Thousand And Eighteen Convertible Notes [Member] | Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
June 2018 Note | $ 3,600,000 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Derivative [Line Items] | ||||
Change in fair value of derivative liability | $ 203,166 | $ 281,055 | $ 828,499 | $ (466,412) |
Percentage Of Outstanding Common Stock To Be Acquired | 50.00% | |||
Warrant [Member] | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative liability | $ 280,000 | $ (466,000) | ||
Convertible Note [Member] | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative liability | $ 549,000 |
Summary of Fair Value Warrant D
Summary of Fair Value Warrant Derivative Liability and Related Common Shares (Detail) - Registered Direct Equity Offering - Investor Warrants Issued with Registered Direct Equity Offering - USD ($) | Nov. 30, 2019 | May 31, 2019 | Sep. 15, 2016 |
Derivative [Line Items] | |||
Shares indexed | 7,733,334 | 7,733,334 | 7,733,334 |
Derivative liability | $ 122,372 | $ 409,132 | $ 5,179,200 |
Assumptions used in Estimating
Assumptions used in Estimating Fair Value of Warrant Derivative Liability (Detail) - $ / shares | Sep. 15, 2016 | Nov. 30, 2019 | May 31, 2019 |
Grant Date Fair Value | |||
Derivative [Line Items] | |||
Fair value of underlying stock | $ 0.78 | $ 0.28 | $ 0.39 |
Risk Free Interest Rate | |||
Derivative [Line Items] | |||
Risk free rate | 1.20% | 1.50% | 1.94% |
Expected Term (In Years) | |||
Derivative [Line Items] | |||
Expected term (in years) | 5 years | 1 year 9 months 14 days | 2 years 3 months 14 days |
Stock Price Volatility | |||
Derivative [Line Items] | |||
Stock price volatility | 106.00% | 63.00% | 61.00% |
Expected Dividend Yield | |||
Derivative [Line Items] | |||
Expected dividend yield | 0.00% | ||
Probability of Fundamental Transaction | |||
Derivative [Line Items] | |||
Probability of Fundamental Transaction | 50.00% | 50.00% | 50.00% |
Probability of Holder Requesting Cash Payment | |||
Derivative [Line Items] | |||
Probability of holder requesting cash payment | 50.00% | 50.00% | 50.00% |
Summary of Fair Value of Conver
Summary of Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) - USD ($) | 6 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | May 31, 2019 | |
Net Proceeds | $ 0 | $ 5,000,000 | |
Convertible Note Redemption Provision Derivative Liability [Member] | |||
Derivative Liability | 1,456,398 | $ 2,005,137 | |
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date June 2018 Note, November 15, 2018 [Member] | |||
Net Proceeds | 5,000,000 | ||
Inception Date | 1,284,988 | ||
Derivative Liability | 481,345 | 847,103 | |
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date January 2019 Note, January 30, 2019 [Member] | |||
Net Proceeds | 5,000,000 | ||
Inception Date | 1,465,008 | ||
Derivative Liability | $ 975,053 | $ 1,158,034 |
Assumptions used in Estimatin_2
Assumptions used in Estimating Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 30, 2019yr$ / shares | Nov. 15, 2018yr$ / shares | Nov. 30, 2019yr$ / shares | May 31, 2019yr$ / shares | |
Fair value of underlying stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, price per share | $ / shares | $ 0.49 | $ 0.57 | ||
Fair value of underlying stock | Note 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, price per share | $ / shares | $ 0.28 | $ 0.39 | ||
Fair value of underlying stock | Note 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, price per share | $ / shares | $ 0.28 | $ 0.39 | ||
Risk free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 2.52 | 2.78 | ||
Risk free rate | Note 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 1.63 | 2.21 | ||
Risk free rate | Note 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 1.60 | 1.95 | ||
Expected Term (In Years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, expected term | 2 years | 1 year 7 months 9 days | ||
Expected Term (In Years) | Note 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, expected term | 6 months 25 days | 1 year 25 days | ||
Expected Term (In Years) | Note 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, expected term | 1 year 2 months 1 day | 1 year 8 months 1 day | ||
Stock price volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 61 | 58.8 | ||
Stock price volatility | Note 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 66.3 | 62.2 | ||
Stock price volatility | Note 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 64.1 | 62.2 | ||
Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, dividend yield | 0.00% | 0.00% | ||
Expected dividend yield | Note 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, dividend yield | 0.00% | 0.00% | ||
Expected dividend yield | Note 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded derivative liability, dividend yield | 0.00% | 0.00% | ||
Discount factor | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 85 | 85 | ||
Discount factor | Note 1 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 85 | 85 | ||
Discount factor | Note 2 | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Embedded Derivative Liability, Measurement Input | 85 | 85 |
Stock Options and Warrants - Ad
Stock Options and Warrants - Additional Information (Detail) - USD ($) | Oct. 07, 2019 | Sep. 12, 2019 | Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | Sep. 30, 2019 | May 22, 2019 | Aug. 24, 2017 | Mar. 31, 2016 | Feb. 28, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options, term | 10 years | 10 years | |||||||||
Warrants to purchase common shares, shares | 200,000 | ||||||||||
Exercise price of warrants, per share | $ 0.45 | ||||||||||
Compensation expense | $ 1,014,972 | $ 1,510,486 | |||||||||
2019 Short-term convertible notes | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants to purchase common shares, shares | 4,750,000 | 4,750,000 | |||||||||
Term of warrants | 5 years | 5 years | |||||||||
Minimum | 2019 Short-term convertible notes | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants, per share | $ 0.30 | $ 0.30 | |||||||||
Maximum | 2019 Short-term convertible notes | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants, per share | $ 0.45 | $ 0.45 | |||||||||
Placement Agent | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants to purchase common shares, shares | 655,305 | 655,305 | |||||||||
Term of warrants | 5 years | 5 years | |||||||||
Placement Agent | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants, per share | $ 0.40 | $ 0.40 | |||||||||
Placement Agent | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants, per share | $ 0.444 | $ 0.444 | |||||||||
Investor | Series C Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants to purchase common shares, shares | 9,601,000 | 9,601,000 | |||||||||
Term of warrants | 5 years | 5 years | |||||||||
Investor | Minimum | Series C Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants, per share | $ 0.30 | $ 0.30 | |||||||||
Investor | Maximum | Series C Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrants, per share | $ 0.50 | $ 0.50 | |||||||||
Subscription Agreements | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants to purchase common shares, shares | 11,987,250 | 11,987,250 | |||||||||
Exercise price of warrants, per share | $ 0.45 | $ 0.45 | |||||||||
2012 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Compensation expense | $ 1,000,000 | $ 1,500,000 | $ 434,000 | 1,200,000 | |||||||
Grant date fair value of options and warrants | 907,000 | $ 1.2 | |||||||||
Unrecognized compensation expense | $ 1,100,000 | $ 1,100,000 | |||||||||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 8 months 19 days | ||||||||||
2012 Equity Incentive Plan | Executive Management and Employees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, Shares | 1,112,500 | ||||||||||
Stock options, term | 10 years | ||||||||||
2012 Equity Incentive Plan | Consultant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, Shares | 400,000 | ||||||||||
2012 Equity Incentive Plan | Consultant | Tranche One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option vested, Shares | 200,000 | ||||||||||
2012 Equity Incentive Plan | Consultant | Tranche Two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option vested, Shares | 100,000 | ||||||||||
2012 Equity Incentive Plan | Consultant | Tranche Three | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option vested, Shares | 100,000 | ||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Range Two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, exerices price | $ 0.90 | ||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Director | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option vested, Shares | 1,000,000 | ||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Director | Range One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, Shares | 1,975,000 | ||||||||||
Vesting period | 1 year | ||||||||||
Stock options, term | 10 years | ||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Director | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, exerices price | $ 0.385 | ||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Director | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, exerices price | $ 0.52 | ||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Managing Director | Range One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options grant date fair value | $ 413,774 | ||||||||||
2012 Equity Incentive Plan | Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares available for future stock-based grants | 8,171,644 | 8,171,644 | |||||||||
2012 Equity Incentive Plan | Stock Options | Before Amendment | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares available for future issuance | 15,000,000 | 7,000,000 | 5,000,000 | 3,000,000 | |||||||
2012 Equity Incentive Plan | Stock Options | After Amendment | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares available for future issuance | 25,000,000 | 15,000,000 | 7,000,000 | 5,000,000 | |||||||
2012 Equity Incentive Plan | Stock Options | Executive Management and Employees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
Stock options, term | 10 years | ||||||||||
Warrants to purchase common shares, shares | 50,000 | 50,000 | |||||||||
2012 Equity Incentive Plan | Stock Options | Executive Management, Employee and Consultant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, Shares | 1,787,500 | ||||||||||
Stock options grant date fair value | $ 331,317 | ||||||||||
2012 Equity Incentive Plan | Stock Options | Executive Management, Employee and Consultant | Tranche One | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants to purchase common shares, shares | 1,112,500 | 1,112,500 | |||||||||
2012 Equity Incentive Plan | Stock Options | Executive Management, Employee and Consultant | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, exerices price | $ 0.30 | ||||||||||
2012 Equity Incentive Plan | Stock Options | Executive Management, Employee and Consultant | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option granted, exerices price | $ 0.52 |
Stock Options and Warrants (Det
Stock Options and Warrants (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2019 | May 31, 2019 | |
Stock option and warrant activity | ||
Options and warrants outstanding, Number of Shares | 178,591,849 | |
Granted, Number of Shares | 30,756,055 | |
Exercised, Number of Shares | (30,250,649) | |
Forfeited/expired/cancelled, Number of Shares | (1,640,000) | |
Options and warrants outstanding, Number of Shares | 177,457,255 | 178,591,849 |
Outstanding exercisable, Number of Shares | 173,178,551 | |
Options and warrants outstanding, Weighted Average Exercise Price | $ 0.71 | |
Granted, Weighted Average Exercise Price | 0.36 | |
Exercised, Weighted Average Exercise Price | 0.39 | |
Forfeited/expired/cancelled, Weighted Average Exercise Price | 0.74 | |
Options and warrants outstanding, Weighted Average Exercise Price | 0.65 | $ 0.71 |
Outstanding exercisable, Weighted Average Exercise Price | $ 0.66 | |
Options and warrants outstanding, Weighted Average Remaining Contractual Life in Years | 3 years 8 months 1 day | 3 years 9 months |
Outstanding exercisable, Weighted Average Remaining Contractual Life in Years | 3 years 6 months 21 days | |
Options and warrants outstanding, Aggregate Intrinsic Value | $ 0 | $ 896,400 |
Outstanding exercisable, Aggregate Intrinsic Value | $ 0 |
Acquisition of Patents and In_3
Acquisition of Patents and Intangibles - Additional Information (Detail) - USD ($) | Oct. 16, 2012 | Aug. 31, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | May 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible asset acquired gross | $ 3,500,000 | ||||||
Amortization expense related to acquired patents | $ 497,100 | $ 152,900 | 994,200 | $ 240,000 | |||
Estimated aggregate future amortization expense in next twelve months | 2,000,000 | ||||||
Estimated aggregate future amortization expense in year two | 2,000,000 | ||||||
Estimated aggregate future amortization expense in year three | $ 1,400,000 | ||||||
Acquisition of ProstaGene LLC, value | $ 11,558,000 | $ 0 | |||||
Issuance of common stock shares | 399,315,351 | 399,156,340 | |||||
Common stock per shares | $ 0.001 | $ 0.001 | |||||
Estimated aggregate future amortization expense year four to ten | $ 1,100,000 | ||||||
Estimated aggregate future amortization expense year eleven | 940,000 | ||||||
ProstaGene, LLC | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Acquisition of ProstaGene LLC, value | $ 11,558,000 | ||||||
Issuance of common stock shares | 20,278,000 | ||||||
Common stock per shares | $ 0.57 | ||||||
ProstaGene, LLC | Dr .Pestell | Stock Restriction Agreement | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Restricted common stock, shares | 8,342,000 | ||||||
Common stock shares restriction period | 3 years | ||||||
Stock repurchase price, per share | $ 0.001 | ||||||
ProstaGene, LLC | Investment Advisory, Management and Administrative Service | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Investment earned shares | 1,620,000 | ||||||
Patents | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Asset purchase, cash paid | $ 3,500,000 | ||||||
Estimated useful life of acquired asset | 10 years |
Summary of the Net Purchase Pri
Summary of the Net Purchase Price and Allocation to the Acquired Assets (Detail) - ProstaGene, LLC - USD ($) | 6 Months Ended | |
Nov. 30, 2019 | May 31, 2019 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
CytoDyn Inc. Equity | $ 11,558,000 | |
Acquisition Expenses | 741,297 | |
Release of Deferred Tax Asset | 2,826,919 | |
Total Cost of Acquisition | 15,126,216 | |
Intangible assets | 15,126,216 | $ 15,126,216 |
Other | 0 | |
Allocation of Acquisition Costs | $ 15,126,216 |
Intangible Assets Activity (Det
Intangible Assets Activity (Detail) - USD ($) | Nov. 30, 2019 | May 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amounts | $ 3,500,000 | $ 3,500,000 |
Accumulated amortization | (4,195,730) | (3,170,315) |
Total amortizable intangible assets, net | 14,450,038 | 15,475,454 |
Patents currently not amortized | 0 | 0 |
Carrying value of intangibles, net | 14,450,038 | 15,475,454 |
ProstaGene, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset acquisition | 15,126,216 | 15,126,216 |
Development of new Company website | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amounts | $ 19,552 | $ 19,553 |
License Agreements - Additional
License Agreements - Additional Information (Detail) | Nov. 30, 2019USD ($) | May 31, 2019USD ($) | Apr. 15, 2019USD ($) | Apr. 15, 2019GBP (£) |
Licenses Agreements [Line Items] | ||||
Accrued license fee | $ 910,400 | $ 208,600 | $ 800,000 | £ 600,000 |
Minimum | ||||
Licenses Agreements [Line Items] | ||||
Royalty on every net sales | 0.75% | |||
Maximum | ||||
Licenses Agreements [Line Items] | ||||
Royalty on every net sales | 2.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Nov. 30, 2019 | May 31, 2016 | |
Commitments and Contingencies [Line Items] | |||
Asset Purchase Agreement Aggregate Consideration Paying Period | 10 years | ||
Payment to acquire other assets | $ 1,500,000 | ||
Minimum | |||
Commitments and Contingencies [Line Items] | |||
Royalty on every net sales | 0.75% | ||
Maximum | |||
Commitments and Contingencies [Line Items] | |||
Royalty on every net sales | 2.00% | ||
Development Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Asset Purchase Agreement Aggregate Consideration Paying Period | 10 years | ||
Minimum annual license maintenance fees | $ 150,000 | ||
Project Work Order | Termination of Any One Clinical Trial | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 0 | ||
Project Work Order | Termination of Any One Clinical Trial | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 800,000 | ||
Project Work Order | Termination of All Clinical Trials | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 700,000 | ||
Project Work Order | Termination of All Clinical Trials | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Financial penalties | 1,900,000 | ||
Samsung Agreement [Member] | Manufacturing and Supply Service [Member] | |||
Commitments and Contingencies [Line Items] | |||
Supply Commitment Delivered | $ 33,000,000 | ||
Remaining Supply commitment Cost | 60,000,000 | ||
Obligation Due in Next Twelve Months | 30,000,000 | ||
Obligation Due in Next Two years | $ 30,000,000 | ||
Biologic License Application with the FDA or non-U.S. equivalent regulatory body | Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Potential future milestone and royalties payments | 500,000 | ||
First US new drug application approval by the FDA or other non-U.S. approval | Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Potential future milestone and royalties payments | $ 5,000,000 | ||
Royalty on every net sales | 5.00% | ||
FDA approval or approval by another non-U.S. equivalent regulatory body | Development Milestone Payments | |||
Commitments and Contingencies [Line Items] | |||
Potential future milestone and royalties payments | $ 500,000 | ||
Royalty on every net sales | 3.50% |
Public Warrant Tender Offerin_2
Public Warrant Tender Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Nov. 30, 2019 | May 31, 2019 | |
Public Warrant Tender Offerings [Line Items] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Public Warrant Tender Offerings [Member] | ||
Public Warrant Tender Offerings [Line Items] | ||
Common stock sold at private equity offering | 45,375,923 | |
Common stock, par value | $ 0.001 | |
Proceeds from issuance of common shares | $ 11.9 | |
Placement agent fees and expenses | 1.1 | |
Noncash inducement interest expense | $ 2.4 | |
Public Warrant Tender Offerings [Member] | Minimum [Member] | ||
Public Warrant Tender Offerings [Line Items] | ||
Purchase price, per share | $ 0.30 | |
Public Warrant Tender Offerings [Member] | Maximum [Member] | ||
Public Warrant Tender Offerings [Line Items] | ||
Purchase price, per share | $ 0.40 |
Registered Direct Equity Offe_2
Registered Direct Equity Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Nov. 30, 2019 | Sep. 30, 2019 | |
Stockholders Equity Note [Line Items] | ||
Warrants to purchase common shares, shares | 200,000 | |
Class of warrants, exercise price | $ 0.45 | |
Placement Agent | ||
Stockholders Equity Note [Line Items] | ||
Warrants to purchase common shares, shares | 655,305 | |
Term of warrants | 5 years | |
Percentage of shares, issued as warrants | 1.30% | |
Placement Agent | Minimum | ||
Stockholders Equity Note [Line Items] | ||
Class of warrants, exercise price | $ 0.40 | |
Placement Agent | Maximum | ||
Stockholders Equity Note [Line Items] | ||
Class of warrants, exercise price | $ 0.444 | |
Subscription Agreements | ||
Stockholders Equity Note [Line Items] | ||
Number of shares to be sold | 19,100,333 | |
Warrants to purchase common shares, shares | 11,987,250 | |
Class of warrants, exercise price | $ 0.45 | |
Term of warrants | 5 years | |
Proceeds from issuance of common shares | $ 0 | |
Subscription Agreements | Minimum | ||
Stockholders Equity Note [Line Items] | ||
Purchase price, per share | $ 0.30 | |
Subscription Agreements | Maximum | ||
Stockholders Equity Note [Line Items] | ||
Purchase price, per share | $ 0.40 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Employee Savings Plan - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Qualified non-elective contribution | 3.00% | |||
Qualified non-elective contribution expense | $ 19,800 | $ 15,200 | $ 46,000 | $ 31,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 06, 2020 | Dec. 23, 2019 | Dec. 13, 2019 | Oct. 08, 2019 | Oct. 07, 2019 | Sep. 12, 2019 | Jul. 15, 2019 | Sep. 30, 2019 | Jul. 31, 2019 | Jun. 12, 2019 |
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 200,000 | |||||||||
Warrant exercise price | $ 0.45 | |||||||||
Stock options, term | 10 years | 10 years | ||||||||
Percentage of Shares Issuable Upon Exercise Of Original Warrants | 50.00% | |||||||||
Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock option granted, Shares | 210,000 | |||||||||
Stock options, term | 10 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.98 | |||||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible note, aggregate principal | $ 200,000 | |||||||||
Convertible Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 4,750,000 | |||||||||
Jordan G. Naydenov | Direct Equity Offering [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 625,000 | |||||||||
Number of shares issued | 833,333 | |||||||||
Proceeds from non controlling interest holders due to sale of stock | $ 250,000 | |||||||||
DrKelly [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrant exercise price | $ 0.40 | |||||||||
Stock option granted, Shares | 187,500 | 750,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.39 | $ 0.385 | ||||||||
DrKelly [Member] | Additional Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 25,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 50,000 | |||||||||
DrWelch [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock option granted, Shares | 187,500 | 250,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.39 | $ 0.385 | ||||||||
DrWelch [Member] | Two Thousand And Nineteen Short Term Convertible Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued but unpaid interest | $ 75,343 | |||||||||
DrWelch [Member] | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Tranche Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible note, aggregate principal | $ 1,000,000 | |||||||||
DrWelch [Member] | Convertible Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 1,000,000 | |||||||||
Convertible note, aggregate principal | $ 1,075,343 | |||||||||
DavidF Welch [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 1,000,000 | |||||||||
DavidF Welch [Member] | Additional Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 500,000 | |||||||||
DavidF Welch [Member] | Direct Equity Offering [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 819,672 | |||||||||
Number of shares issued | 1,639,344 | |||||||||
Proceeds from non controlling interest holders due to sale of stock | $ 500,000 | |||||||||
DrKelly And DrWelch [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock option granted, Shares | 1,375,000 | |||||||||
Mr Klump [Member] | Two Thousand And Nineteen Short Term Convertible Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued but unpaid interest | $ 37,397 | |||||||||
Mr Klump [Member] | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Tranche Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued but unpaid interest | $ 500,000 | |||||||||
Mr Klump [Member] | Convertible Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common shares, shares | 500,000 | |||||||||
Convertible note, aggregate principal | $ 537,397 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jan. 06, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | Dec. 24, 2019 | Dec. 23, 2019 | Dec. 20, 2019 | Dec. 19, 2019 | Dec. 16, 2019 | Dec. 13, 2019 | Dec. 09, 2019 | Dec. 06, 2019 | Dec. 02, 2019 | Oct. 07, 2019 | Sep. 12, 2019 | Dec. 31, 2019 | Nov. 30, 2019 | Nov. 30, 2018 | May 31, 2019 | Sep. 30, 2019 |
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.45 | |||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Warrants to purchase common shares, shares | 200,000 | |||||||||||||||||||
Convertible note, redeemed amount | $ 214,959 | $ 0 | ||||||||||||||||||
Common stock issuance for redemption of covertible note | 4,746,935 | |||||||||||||||||||
Share Price | 1,000 | |||||||||||||||||||
Stock options, term | 10 years | 10 years | ||||||||||||||||||
Proceeds From Exercise Of Warrants | $ 11,900,260 | $ 0 | ||||||||||||||||||
2019 Short Term Convertible Notes | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 549,912 | $ 549,912 | ||||||||||||||||||
Common stock conversion price | $ 0.50 | |||||||||||||||||||
Shares issued on conversion | 1,099,823 | |||||||||||||||||||
January 2019 Note [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.30 | |||||||||||||||||||
Warrants to purchase common shares, shares | 5,000,000 | |||||||||||||||||||
Common stock conversion price | $ 0.50 | $ 0.50 | ||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.45 | |||||||||||||||||||
Number of shares to be sold | 19,100,333 | |||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||
Warrants to purchase common shares, shares | 11,987,250 | |||||||||||||||||||
Proceeds from issuance of common shares | $ 0 | |||||||||||||||||||
Subscription Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Purchase price, per share | $ 0.40 | |||||||||||||||||||
Subscription Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Purchase price, per share | $ 0.30 | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 210,000 | |||||||||||||||||||
Stock options, term | 10 years | |||||||||||||||||||
Stock option granted, exercise price | $ 0.98 | |||||||||||||||||||
Subsequent Event | Definitive Subscription Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.305 | |||||||||||||||||||
Number of shares to be sold | 14,754,098 | |||||||||||||||||||
Warrants to purchase common shares, shares | 7,377,049 | |||||||||||||||||||
Sale of Stock, Description of Transaction | Each share of common stock was sold together with one-half of one warrant to purchase one share of common stock | |||||||||||||||||||
Subsequent Event | January 2019 Note [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 4,200,000 | |||||||||||||||||||
Convertible note, redeemed amount | $ 1,150,000 | $ 350,000 | ||||||||||||||||||
Common stock issuance for redemption of covertible note | 2,300,000 | |||||||||||||||||||
Common stock conversion price | $ 0.50 | |||||||||||||||||||
Subsequent Event | Private Warrant Exchange [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Share Price | $ 0.50 | |||||||||||||||||||
Proceeds From Exercise Of Warrants | $ 1,000,000 | $ 800,000 | ||||||||||||||||||
Stock issued during period shares warrant exercise | 2,676,000 | 4,690,000 | ||||||||||||||||||
Subsequent Event | Private Warrant Exchange [Member] | Maximum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.75 | |||||||||||||||||||
Share Price | 0.25 | |||||||||||||||||||
Subsequent Event | Private Warrant Exchange [Member] | Minimum [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | 0.45 | |||||||||||||||||||
Share Price | $ 0.22 | |||||||||||||||||||
Subsequent Event | Additional Shares [Member] | Private Warrant Exchange [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock issued during period shares warrant exercise | 446,000 | 1,340,000 | ||||||||||||||||||
Subsequent Event | Actual Shares [Member] | Private Warrant Exchange [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock issued during period shares warrant exercise | 2,230,000 | 3,350,000 | ||||||||||||||||||
Subsequent Event | Subscription Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.45 | $ 0.30 | ||||||||||||||||||
Number of shares to be sold | 2,433,333 | 2,568,330 | ||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||
Warrants to purchase common shares, shares | 1,926,248 | 1,037,500 | ||||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 2,600,000 | |||||||||||||||||||
Convertible note, redeemed amount | $ 350,000 | |||||||||||||||||||
Purchase price, per share | $ 0.30 | $ 0.30 | $ 1,000 | |||||||||||||||||
Proceeds from issuance of common shares | $ 750,000 | $ 380,000 | ||||||||||||||||||
Subsequent Event | 2019 Subscription Agreement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.45 | |||||||||||||||||||
Term of warrants | 5 years | 5 years | ||||||||||||||||||
Warrants to purchase common shares, shares | 1,825,000 | |||||||||||||||||||
Proceeds from issuance of common shares | $ 730,000 | |||||||||||||||||||
Subsequent Event | Directors And Officers [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of warrants, exercise price | $ 0.63 | |||||||||||||||||||
Warrants to purchase common shares, shares | 2,000,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 7,300,000 | |||||||||||||||||||
Stock option vested, Shares | 0 | |||||||||||||||||||
Stock option granted, exercise price | $ 0.63 | $ 0.63 | ||||||||||||||||||
Stock option granted, exercise price | $ 0.63 | |||||||||||||||||||
Subsequent Event | Directors And Officers [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock option vested, Shares | 6,050,000 | |||||||||||||||||||
Subsequent Event | Directors And Officers [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock option vested, Shares | 1,250,000 | |||||||||||||||||||
Subsequent Event | Two Executives [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issued under compensation plan | 379,880 | |||||||||||||||||||
Shares withheld for tax withholding obligation | 126,997 | |||||||||||||||||||
Phoenixus AG [Member] | Subsequent Event | Definitive Subscription Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Minority interest amount | $ 4,000,000 | |||||||||||||||||||
Related party Entity [Member] | Subsequent Event | Definitive Subscription Agreement [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Minority interest amount | $ 500,000 |