Cover Page
Cover Page - shares | 3 Months Ended | |
Aug. 31, 2020 | Sep. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
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 File Number | 000-49908 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1887078 | |
Entity Address, Address Line One | 1111 Main Street | |
Entity Address, Address Line Two | Suite 660 | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98660 | |
City Area Code | 360 | |
Local Phone Number | 980-8524 | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 570,751,049 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets | Aug. 31, 2020USD ($) | May 31, 2020USD ($) |
Current assets: | ||
Cash | $ 18,200,000 | $ 14,282,000 |
Restricted cash | 13,000 | 10,000 |
Inventories | 58,474,000 | 19,147,000 |
Prepaid expenses | 828,000 | 498,000 |
Prepaid service fees | 2,361,000 | 2,890,000 |
Total current assets | 79,876,000 | 36,827,000 |
Operating leases right-of-use assets | 420,000 | 176,000 |
Property and equipment, net | 107,000 | 55,000 |
Intangibles, net | 12,959,000 | 13,456,000 |
Total assets | 93,362,000 | 50,514,000 |
Current liabilities: | ||
Accounts payable | 21,351,000 | 29,479,000 |
Accrued liabilities and compensation | 34,419,000 | 6,866,000 |
Accrued license fees | 148,000 | 13,000 |
Accrued interest on convertible notes | 858,000 | 292,000 |
Accrued dividends on convertible preferred stock | 1,401,000 | 981,000 |
Current portion of operating leases payable | 110,000 | 115,000 |
Current portion of long-term convertible notes payable | 18,124,000 | 6,745,000 |
Warrant exercise proceeds held in trust | 13,000 | 10,000 |
Total current liabilities | 76,424,000 | 44,501,000 |
Long-term liabilities: | ||
Convertible notes payable, net | 13,856,000 | 8,431,000 |
Operating leases liability | 314,000 | 63,000 |
Total long-term liabilities | 14,170,000 | 8,494,000 |
Total liabilities | 90,594,000 | 52,995,000 |
Commitments and Contingencies (Note 10) | ||
Stockholders' (Deficit) Equity | ||
Common stock, $0.001 par value; 800,000 shares authorized, 570,325 and 519,261 issued and 569,883 and 518,976 outstanding at August 31, 2020 and May 31, 2020, respectively | 570,000 | 519,000 |
Additional paid-in capital | 388,404,000 | 351,711,000 |
Accumulated (deficit) | (386,206,000) | (354,711,000) |
Less: treasury stock, $0.001 par value (442 and 286 shares at August 31, 2020 and May 31, 2020, respectively) | ||
Total stockholders' (deficit) equity | 2,768,000 | (2,481,000) |
Total liabilities and stockholders' (deficit) equity | 93,362,000 | 50,514,000 |
Series B Convertible Preferred Stock | ||
Stockholders' (Deficit) Equity | ||
Preferred Stock Value | ||
Series C Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | 900,000 | |
Stockholders' (Deficit) Equity | ||
Preferred Stock Value | ||
Series D Convertible Preferred Stock | ||
Current liabilities: | ||
Accrued dividends on convertible preferred stock | 500,000 | |
Stockholders' (Deficit) Equity | ||
Preferred Stock Value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2020 | May 31, 2020 |
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 | 800,000,000 | 800,000,000 |
Common stock, shares issued | 570,325,000 | 519,261,000 |
Common stock, shares outstanding | 569,883,000 | 518,976,000 |
Treasury stock, shares | 442,000 | 286,000 |
Treasury Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Series D Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 12,000 | 12,000 |
Preferred stock, shares issued | 9,000 | 9,000 |
Preferred stock, shares outstanding | 9,000 | 9,000 |
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 | 87,000 | 92,000 |
Preferred stock, shares outstanding | 87,000 | 92,000 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,000 | 8,000 |
Preferred stock, shares issued | 8,000 | 8,000 |
Preferred stock, shares outstanding | 8,000 | 8,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Operating expenses: | ||
General and administrative | $ 9,875 | $ 3,046 |
Research and development | 15,188 | 9,055 |
Amortization and depreciation | 505 | 531 |
Total operating expenses | 25,568 | 12,632 |
Operating loss | (25,568) | (12,632) |
Other income (expense): | ||
Change in fair value of derivative liabilities | 625 | |
Interest expense: | ||
Finance charges | (10) | (8) |
Amortization of discount on convertible notes | (1,339) | (1,030) |
Amortization of debt issuance costs | (4) | (284) |
Inducement interest - warrant exercises and debt conversion | (3,345) | (2,431) |
Interest on convertible notes payable | (566) | (404) |
Total interest expense | (5,264) | (4,157) |
Loss before income taxes | (30,832) | (16,164) |
Income tax benefit | ||
Net loss | $ (30,832) | $ (16,164) |
Basic and diluted loss per share | $ (0.06) | $ (0.04) |
Basic and diluted weighted average common shares outstanding | 555,531 | 364,639 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at May. 31, 2019 | $ (8,914) | $ 330 | $ 220,120 | $ (229,364) | ||
Beginning balance, shares at May. 31, 2019 | 95 | 329,554 | 159 | |||
Issuance of stock for convertible note conversions | 1,005 | $ 3 | 1,002 | |||
Issuance of stock for convertible note conversions , shares | 3,014 | |||||
Dividends on Series C preferred shares | (110) | (110) | ||||
Stock-based compensation | 581 | 581 | ||||
Net loss | (16,164) | (16,164) | ||||
Proceeds from registered direct offering | 2,256 | $ 6 | 2,250 | |||
Proceeds from registered direct offering, shares | 5,640 | |||||
Offering costs related to registered direct offering, value | (260) | (260) | ||||
Inducement interest expense—public warrant tender offers | 2,431 | 2,431 | ||||
Legal fees in connection with equity offerings | (16) | (16) | ||||
Proceeds from public warrant tender offers | 11,900 | $ 45 | 11,855 | |||
Proceeds from public warrant tender offers (shares) | 45,376 | |||||
Offering costs related to public warrant tender offers | (1,059) | (1,059) | ||||
Proceeds from Series C preferred offering | 1,754 | $ 2 | 1,754 | |||
Offering costs related to Series C preferred offering | (198) | (198) | ||||
Ending balance at Aug. 31, 2019 | (6,794) | $ 384 | 238,460 | (245,638) | ||
Ending balance, shares at Aug. 31, 2019 | 97 | 383,584 | 159 | |||
Beginning balance at May. 31, 2019 | (8,914) | $ 330 | 220,120 | (229,364) | ||
Beginning balance, shares at May. 31, 2019 | 95 | 329,554 | 159 | |||
Ending balance at May. 31, 2020 | (2,481) | $ 519 | 351,711 | (354,711) | ||
Ending balance, shares at May. 31, 2020 | 109 | 519,261 | 286 | |||
Issuance of stock for convertible note conversions | 9,537 | $ 2 | 9,535 | |||
Issuance of stock for convertible note conversions , shares | 2,119 | |||||
Issuance of legal settlement shares | $ 4 | (4) | ||||
Issuance of legal settlement shares , shares | 4,000 | |||||
Exercise of stock options | 39 | 39 | ||||
Exercise of stock options, shares | 100 | |||||
Stock issued for incentive compensation and tendered for income tax | 828 | 828 | ||||
Stock issued for incentive compensation and tendered for income tax , shares | 323 | 156 | ||||
Conversion of Series B Convertible preferred shares to common stock, shares | (5) | 50 | ||||
Private warrant exchange | 7,804 | $ 17 | 7,787 | |||
Private warrant exchange , shares | 16,544 | |||||
Exercise of warrants | 13,469 | $ 19 | 13,450 | |||
Exercise of warrants , shares | 19,134 | |||||
Cashless exercise of warrants | $ 9 | (9) | ||||
Cashless exercise of warrants , shares | 8,794 | |||||
Inducement interest expense related to private warrant exchange | 3,345 | 3,345 | ||||
Offering costs related to private warrant exchange | (364) | (364) | ||||
Dividend declared and paid on Series B preferred shares | (243) | (243) | ||||
Dividends on Series C preferred shares | (207) | (207) | ||||
Dividends on Series D preferred shares | (213) | (213) | ||||
Stock-based compensation | 2,086 | 2,086 | ||||
Net loss | (30,832) | (30,832) | ||||
Ending balance at Aug. 31, 2020 | $ 2,768 | $ 570 | $ 388,404 | $ (386,206) | ||
Ending balance, shares at Aug. 31, 2020 | 104 | 570,325 | 442 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' (Deficit) Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Common Stock [Member] | ||
Proceeds from registered direct offering, per share | $ 0.50 | $ 0.50 |
Series B Preferred Stock [Member] | ||
Dividend declared and paid on Series B Preferred shares | $ 0.25 | $ 0.25 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (30,832) | $ (16,164) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 505 | 531 |
Amortization of debt issuance costs | 4 | 284 |
Amortization of discount on convertible notes | 1,339 | 1,030 |
Inducement interest - warrant exercises and debt conversion | 3,345 | 2,431 |
Interest expense associated with accretion of convertible notes payable | 266 | |
Change in fair value of derivative liabilities | (625) | |
Stock-based compensation | 3,692 | 581 |
Changes in current assets and liabilities: | ||
(Increase) in inventories | (39,327) | |
Decrease in prepaid expenses | 199 | 499 |
Increase (decrease) in accounts payable and accrued expenses | 20,127 | (4,023) |
Net cash used in operating activities | (40,948) | (15,190) |
Cash flows from investing activities: | ||
Furniture and equipment purchases | (59) | (5) |
Net cash used in investing activities | (59) | (5) |
Cash flows from financing activities: | ||
Proceeds from private warrant exchange, net of offering costs | 7,441 | 2,256 |
Proceeds from exercise of warrants | 13,469 | 1,754 |
Proceeds from warrant tender offers | 11,900 | |
Release of funds held in trust for warrant tender offer | (854) | |
Proceeds from exercise of stock options | 39 | |
Payment of payroll witholdings related to tender of common stock for income tax withholding | (778) | |
Proceeds from convertible notes payable, net of discount and issuance costs | 25,000 | |
Payment of offering costs | (1,532) | |
Dividend declared and paid on Series B preferred shares | (243) | |
Net cash provided by financing activities | 44,928 | 13,524 |
Net change in cash | 3,921 | (1,671) |
Cash, beginning of period | 14,292 | 3,467 |
Cash, end of period | 18,213 | 1,796 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 11 | 10 |
Non-cash investing and financing transactions: | ||
Issuance of stock for note payable redemption and conversions | 9,537 | 1,005 |
Accrued dividends on Series C convertible preferred stock | 207 | 110 |
Accrued dividends on Series D convertible preferred stock | $ 213 |
Organization
Organization | 3 Months Ended |
Aug. 31, 2020 | |
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 late-stage biotechnology company developing innovative treatments for multiple therapeutic indications based on leronlimab, a novel humanized monoclonal antibody targeting the CCR5 receptor. Leronlimab is in a class of therapeutic monoclonal antibodies designed to address unmet medical needs in the areas of Human Immunodeficiency Virus (“HIV”), Cancer, Immunology, and COVID-19. With respect to HIV, the CCR5 receptor appears to play a key role in the ability of HIV to enter and infect healthy T-cells. With respect to Cancer and Immunology, the CCR5 receptor also appears to be implicated in human metastasis and in immune-mediated illnesses such as triple-negative breast cancer, other metastatic solid tumor cancers, graft-vs-host Non-Alcoholic More recently, the Company is expanding the clinical focus with leronlimab to include evaluating its effectiveness in multiple other autoimmune indications where CCR antagonism has shown initial promise, as well as the novel coronavirus disease (“COVID-19”). COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Aug. 31, 2020 | |
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. Accordingly, 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 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 2021 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 $30.8 million for the three months ended August 31, 2020 and has an accumulated deficit of $386.2 million as of August 31, 2020. 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 August 31, 2020 and May 31, 2020 approximated $18.0 million and $14.0 million, respectively. Identified Intangible Assets The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other 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. Inventory The Company values inventory at the lower of cost or net realizable value using the average cost method. Inventories consist of specialized and common raw materials to be used for commercial production of the Company’s biologic, leronlimab, which is awaiting regulatory approval. The consumption of these materials during production is classified as work-in-progress. The Company evaluates its inventory levels on a quarterly basis and writes down inventory that has become obsolete, or has a cost in excess of its expected net realizable value, and inventory quantities in excess of expected requirements. In assessing the lower of cost or net realizable value to pre-launch Inventories Procured or Produced in Preparation for Product Launches The Company capitalizes inventories procured or produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when the results of clinical trials have reached a status sufficient to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive Phase 3 For inventories capitalized in preparation for product launch, anticipated future sales, shelf lives, and expected approval date are taken into account when evaluating realizability. The shelf pre-launch pre-approval Fair Value of Financial Instruments At August 31, 2020, the carrying value of the Company’s cash, accounts payable, and accrued liabilities approximate their fair value due to the short-term maturity of the instrument s During the fiscal year ending May 31, 2020, the Company carried derivative financial instruments at fair value as required by U.S. GAAP. Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables (e.g., interest rate, security price, variable conversion rate or other variables), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. The Company follows the provisions of ASC 815, Derivatives and Hedging, Distinguishing Liabilities from Equity, 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 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 August 31, 2020 and May 31, 2020. As of August 31, 2020, there were no assets or liabilities measured at fair value using Level 3 inputs; previous outstanding derivative warrants and related convertible debt had been converted prior to May 31, 2020 according to the terms of the agreements. 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. During the 2020 fiscal year, the Company used 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 were 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) from inception to the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855 ) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745 ) Fair value adjustments—warrants (922 ) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005 ) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949 ) Balance at May 31, 2020 $ — Operating Leases 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 executives or 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 Under the Company’s Certificate of Incorporation, as amended, the Company is authorized to issue up to 800,000,000 shares of common stock. As of August 31, 2020, the Company had 569,882,808 shares of common stock outstanding. Preferred Stock The Company’s Board is authorized to issue up to 5,000,000 shares of preferred stock without stockholder approval. As of August 31, 2020, the Company had 400,000 shares authorized and 87,100 shares outstanding of Series B convertible preferred stock, 8,203 shares authorized and outstanding of Series C convertible preferred stock, and 11,737 shares authorized and 8,452 shares outstanding of Series D convertible preferred stock. The remaining authorized preferred shares 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 August 31, 2020, the Company holds 442,578 shares of $0.001 par value common stock as treasury stock. Debt Discount During the three months ended August 31, 2020, the Company incurred approximately $3.4 million of debt discount related to the issuance of the July 2020 Note, as described in Note 5. The discount is amortized over the life of the convertible promissory note. During the three months ended August 31, 2020 and August 31, 2019, the Company recorded approximately $1.3 million and $1.0 million of related amortization, respectively. Debt Issuance Cost During the three months ended August 31, 2020, the Company incurred $0.1 million of direct costs associated with the issuance of the July 2020 Note, as described in Note 5. During the three months ended August 31, 2020 and August 31, 2019, the Company recognized related amortization of approximately $4,000 and $284,000, respectively. Offering Costs During the three months ended August 31, 2020 and the year ended May 31, 2020, the Company incurred approximately $0.4 million and $2.3 million respectively, in direct incremental costs associated with the sale of equity securities as fully described in Note 11. The costs were recorded as a component of equity upon receipt of the proceeds. Stock - The Company periodically issues stock options or 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 common shares outstanding during the period. Diluted loss per share would include the weighted average common shares 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 approximately 87 million and 155 million 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 August 31, 2020 and August 31, 2019, respectively. As of August 31, 2020 and August 31, 2019 the Company had convertible notes outstanding, for which the C 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 basis. Future tax benefits for net operating loss carryforwards 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 ASC 740-10, Uncertainty in Income Taxes 740-10. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for the three months ended August 31, 2020 and August 31, 2019. The net tax expense for the three months ended August 31, 2020 and 2019 , |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Aug. 31, 2020 | |
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 consolidated In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) No. 2020-06 impact , consolidated |
Inventories
Inventories | 3 Months Ended |
Aug. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 – Inventories The Company’s inventory as of August 31, 2020 and May 31, 2020 was $58.5 million and $19.1 million , respectively. Inventory as of August 31, 2020 consisted of raw materials purchased and work - - progress related to production of pre-launch inventories the from pre-filing meetings . The FDA did not schedule a Type A meeting, but requested the Company submit all questions regarding the filing in writing. In September 2020, the Company submitted its questions to the FDA, received written responses, and held a telephonic meeting with the FDA to obtain further clarity on what additional information was required with respect to the BLA filing. The Company is working to provide the information required by the FDA in order to resubmit the BLA, which it anticipates will occur by the end of the calendar year 2020. Inventories as of August 31, 2020 and May 31, 2020 are presented below (in thousands): August 31, 2020 May 31, 2020 Raw materials $ 20,263 $ 19,147 Work - - gress 38,211 — Total $ 58,474 $ 19,147 |
Convertible Instruments
Convertible Instruments | 3 Months Ended |
Aug. 31, 2020 | |
Convertible Instruments | Note 5 – Convertible Instruments Series D Convertible Preferred Stock On January 28, 2020, the Company filed a certificate of designation (the “Series D Certificate of Designation”) to authorize 11,737 shares of Series D Convertible Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), and on January 31, 2020 issued 7,570 shares of Series D Convertible Preferred Stock, at $1,000.00 per share for cash proceeds totaling $7,565,000, net of offering costs of $5,000. On March 13, 2020, the Company issued an additional 882 shares of Series D Preferred Stock at $1,000.00 per share resulting in net proceeds of $882,000. As of August 31, 2020, 8,452 shares remain outstanding. The Series D Certificate of Designation provides, among other things, that holders of Series D Preferred Stock shall be entitled to receive cumulative dividends at the rate of ten percent (10%) per share per annum of the stated value of the Series D Preferred Stock, to be paid, at the option of the holder, in cash or in shares of common stock at the rate of $0.50 per share. Any dividends paid by the Company will first be paid to the holders of Series D Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Dividends on the Series D Preferred Stock shall be cumulative and there are no sinking fund provisions applicable to the Series D Preferred Stock. The Series D Dividends are to be paid annually in arrears on the last day of December each year. The Series D Preferred Stock does not have redemption rights. The stated value per share for the Series D Preferred Stock is $1,000.00 (the “Series D Stated Value”). In the event of any liquidation, dissolution or winding up of the Company, the holders of Series D Preferred Stock will be entitled to receive Series C Convertible Preferred Stock On March 20, 2019, the Company filed a certificate of designation (the “Series C Certificate of Designation”) to authorize 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 per share for cash proceeds totaling $3,083,700, net of offering costs of $162,300. On August 29, 2019, the Company issued the remaining 1,754 shares of Series C Preferred Stock at $1,000.00 per share for cash proceeds totaling $1,542,545, net of offering costs and legal fees totaling $211,455. On October 11, 2019, the Company amended its certificate of designation to authorize an increase in authorized Series C Preferred Stock from 5,000 shares to 20,000 shares. Between October 21, 2019 and November 8, 2019, the Company issued an additional 2,788 shares of Series C Convertible Preferred Stock, and on December 6, 2020 the Company issued 415 shares of Series C Convertible Preferred Stock. On January 28, 2020, the Company further amended its Series C Certificate of Designation to reduce the number of authorized shares of Series C Preferred Stock from 20,000 shares to 8,203 shares, all of which remain outstanding as of August 31, 2020. The Series C Certificate of Designation provides, among other things, that holders of Series C Preferred Stock shall be entitled to receive, out of any assets at the time legally available therefor, cumulative dividends at the rate of ten percent (10%) per share per annum of the stated value of the Series C Preferred Stock, to be paid per share of Series C Preferred Stock, which dividends shall accrue whether or not declared. Any dividends paid by the Company will first be paid to the holders of Series C Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Dividends on the Series C Preferred Stock are mandatory and cumulative and there are no sinking fund provisions applicable to the Series C Preferred Stock. The Series C Dividends are to be paid annually in arrears on the last day of December each year. The Series C Preferred Stock does not have redemption rights. The stated value per share for the Series C Preferred Stock is $1,000 (the “Series C Stated Value”). In the event of any liquidation, dissolution or winding up of the Company, the Series C Preferred Stock will be e n Series B Convertible Preferred Stock During fiscal year 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 87,100 shares remained outstanding at August 31, 2020. Each share of the Series B Preferred Stock is convertible into ten shares of the Company’s common stock. At the option of the Company, dividends on the Series B Preferred Stock may be paid in cash or shares of the Company’s common stock, valued at 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 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 The constructive dividend increased and decreased additional paid-in capital by identical amounts. The Series B Preferred Stock has liquidation preferences over the common shares at per share, plus any accrued and unpaid dividends. Dividends are payable to the Series B Preferred Stock holders when declared by the Board of Directors at the rate of per share per annum. Such dividends are cumulative and accrue whether or not declared and whether or not there are any profits, surplus or other funds or assets of the Company legally available. Except as provided by law, the Series B holders have no voting rights. On July 30, 2020, the Board declared a dividend and elected to pay such dividend in the form of cash in the aggregate amount of approximately to all Series B Convertible Preferred stockholders. The dividend was payable on July 30, 2020, to Series B Convertible Preferred stockholders as of July 30, 2020. As of August 31, 2020, and August 31, 2019, the undeclared dividends were approximately shares of common stock, and approximately shares of common stock, respectively. 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 three months, and holders of notes totaling approximately $4.1 million in principal and accrued interest agreed to extend their notes for another six 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 warrants with a five-year term and an exercise price of $0.30 per share were issued to investors who extended their notes. One investor received 200,000 warrants with a five-year term and an exercise price of $0.45 per share for converting the entire principal and accrued interest on its note. In connection with the Note extensions and conversion, the Company recorded a non-cash incurrs During the fiscal year ended May 31, 2020, holders of the 2019 Short-term Convertible Note in the aggregate principal amount of including accrued but unpaid interest, tendered a notices of conversion at the stated conversion rate of shares of common stock in satisfaction of the conversion notices. The Company recognized approximately million of interest expense for the three months ended August 31, 2019. Long-term Convertible Note—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 with a two-year term to an institutional accredited investor in the initial principal amount of $5.7 million. The investor gave consideration of $5.0 million to the Company (the “June 2018 Note”). The June 2018 Note incurred interest of and w as per share times 1.5. As a result of the entry into the January 2019 Note (as defined below), the Company’s obligations under the June 2018 Note were secured by all of the assets of the Company, excluding the Company’s intellectual property. 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 d d Derivatives and Hedging . The amendment of the June 2018 Note was also evaluated under ASC Topic 470-50-40, Debt Modifications and Extinguishments write-off During the year ended May 31, 2020, the Company received a redemption notice requesting an aggregate redemption of $4,476,000 settling the remaining outstanding balance in full, including accrued but unpaid interest. In satisfaction of the redemption notice, the Company issued shares of common stock totaling 8,512,622 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 June 2018 Note was During the three months ended August 31, 2019, the Company recognized approximately $0.1 million, of interest expense related to the June 2018 Note, respectively. Long-term Convertible Note—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 with a two-year (the “January 2019 Note”). incurred was provided for conversion The January 2019 Note provided the investor with the right to the January 2019 Note, at any time after d d In conjunction with the January 2019 Note, the investor received a warrant to purchase 5,000,000 shares of common stock with an exercise price of $0.30 which is exercisable until the 5-year January 30, 2019 Fair value of redemption provision $ 1,465 Relative fair value of equity classified warrants 858 Beneficial conversion feature 2,677 Net proceeds of January 2019 Note $ 5,000 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 three months ended August 31, 2019, the Company recognized approximately $0.1 million, of interest expense related to the January 2019 Note. During the year ended May 31, 2020, the Company received a redemption notice from the holder of the Company’s January 2019 Note, requesting an aggregate redemption of approximately $ settling the remaining outstanding balance in full, including accrued interest. In satisfaction of the redemption notice, the Company issued shares of common stock totaling and paid cash totaling $ to the January 2019 Note holder in accordance with the terms of the January 2019 Note. Following the redemption, the January 2019 Note has been fully satisfied and there is no outstanding balance. Long-term Convertible Note—March 2020 Note On March 31, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a secured convertible promissory note with a two-year (the “March 2020 Note”). March 31 Note both the March 2020 2020 , discussed below Interest accrues on the outstanding balance of the March 2020 e d i Events of default as referenced herein and not otherwise defined shall have the same meaning as set forth in the March 2020 transaction documents filed as an exhibit to the Company’s current report on Form 8-K filed on April 6, 2020. The investor may convert all or any part the outstanding balance of the March 2020 Note into shares of common stock at an initial conversion price of $4.50 per share upon five trading days’ notice, subject to certain adjustments and volume and ownership limitations specified in the March 2020 Note. On April 3, 2020, the Company amended the March 2020 Note limiting monthly issuances of common stock resulting from conversions to 1,000,000 shares in any calendar month during the first six months and further amended the March 2020 Note to remove this conversion limitation in July 2020. In addition to standard anti-dilution adjustments, the conversion price of the March 2020 Note is subject to full-ratchet anti-dilution protection, pursuant to which the conversion price will be automatically reduced to equal the effective price per share in any new offering by the Company of equity securities that have registration rights, are registered or become registered under the Securities Act of 1933, as amended. The March 2020 Note provides for liquidated damages upon failure to deliver common stock within specified timeframes, and requires the Company to maintain a share reservation of 3,800,000 shares of common stock. The i March 2020 March 2020 d March 2020 Pursuant to the terms of the Securitie s Purchase March 2020 i March 2020 Note shall increase automatically by 5% upon the issuance of such additional debt. On July 24, 2020, the Company entered into an amendment to the March 2020 Note to eliminate the 1,000,000 shares per calendar month volume limitation on sales of Conversion Shares. The Company filed an Amendment No. 1 to S- 3 (Registration No. 333-236198) o b March 2020 stock issued in connection with the warrants The embedded conversion feature in the March 2020 Derivatives and Hedging Certain default put provisions were not considered to be clearly and closely related to the host instrument, but the Company concluded that the value of these default put provisions was de minimis The original issue discount of $2.1 million related to the March 2020 Note has been recorded as a discount on the March 2020 Note and the discount has been amortized over the term of the March 2020 Note. Amortization of debt discounts during the three months ended August 31, 2020 and May 31, 2020 amounted to approximately $0.3 million and $0.2 million, respectively, and are recorded as interest expense in the accompanying consolidated statements of operations. The unamortized discount balance for the March 2020 Note of approximately $1.7 million as of August 31, 2020, is being amortized over the term of the March 2020 investor Long-term Convertible Note—July 2020 Note On July 29, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a secured convertible promissory note with a two-year million (the “July 2020 Note”). The Company received consideration of million. The July 2020 Note is secured by all of the assets of the Company, excluding the Company’s intellectual property (including those under both the March 2020 Note and the July 2020 Note). Interest accrues on the outstanding balance of the July 2020 Note at 10% per annum. Upon the occurrence of an event of default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law. In addition, upon any event of default, the investor may accelerate the outstanding balance payable under the July 2020 Note, which will increase automatically upon such acceleration by 15%, 10% or 5%, depending on the nature of the event of default. Events of default as referenced herein and not otherwise defined shall have the same meaning as set forth in the July 2020 Note Transaction documents filed as an exhibit to the Company’s current report on Form 8-K filed July 31, 2020. The investor may convert all or any part the outstanding balance of the July 2020 Note into shares of common stock at an initial conversion price of $10.00 per share upon five trading days notice, subject to certain adjustments and volume and ownership limitations specified in the July 2020 Note. In addition to standard anti-dilution adjustments, the conversion price of the July 2020 Note is subject to full-ratchet anti-dilution protection, pursuant to which the conversion price will be automatically reduced to equal the effective price per share in any new offering by the Company of equity securities that have registration rights, are registered or become registered under the Securities Act of 1933, as amended. The July 2020 Note provides for liquidated damages upon failure to deliver common stock within specified timeframes , and requires the Company to maintain a share reservation of 6,000,000 shares of common stock. The investor may redeem any portion of the July 2020 Note, at any time after six months from the issue date, upon three trading days’ notice, subject to a Maximum Monthly Redemption Amount of $1,600,000. The July 2020 three trading days July 2020 Note, in part or in full, at a 15% premium to par value, at any time upon fifteen trading days Pursuant to the terms of the Agreement and the July 2020 Note, the Company must obtain the i July 2020 Note shall increase automatically by 5% upon the issuance of such additional debt. The Company agreed to use commercially reasonable efforts to file a Registration Statement on Form S-3 S-3 No. 333-248823) The embedded conversion feature in the July 2020 Note was analyzed under ASC 815, Derivatives and Hedging Certain default put provisions were not considered to be clearly and closely related to the host instrument, but the Company concluded that the value of these default put provisions was de minimis The original issue discount of $3.4 million and issuance cost of $0.1 million related to July 2020 Note has been recorded as a discount on the July 2020 Note and the discount is being amortized over the term of the July 2020 Note . Amortization of debt discounts and issuance costs during the three months ended August 31, 2020 amounted to approximately $0.1 million, and are recorded as interest expense in the accompanying consolidated statements of operations. The unamortized discount and issuance costs balance for the July 2020 Note of approximately $3.3 million as of August 31, 2020, is being amortized over the term of the July 2020 Note . |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Aug. 31, 2020 | |
Derivative Liability | Note 6 – 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 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, Distinguishing Liabilities from Equity Derivatives and Hedging, The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016, prior fiscal year end date May 31, 2020 and current reporting date August 31, 2020 (in thousands): Shares Indexed Derivative Liability Inception to date September 15, 2016 7,733 $ 5,179 Change in fair value of derivative liability — (4,777 ) Balance May 31, 2019 7,733 402 Change in fair value of derivative liability — 11,547 Fair value of warrants exercised 7,733 (11,949 ) Balance May 31, 2020 — — Change in fair value of derivative liability — — Balance August 31, 2020 — $ — Changes in the fair value of the derivative liability are reported as “Change in fair value of derivative liability” in the Consolidated Statements of Operations. The Company recognized approximately $0.1 million non-cash gain ASC 820, Fair Value Measurement The Company estimated the fair value of the warrant derivative liability as of inception date September 15, 2016, May 31, 2019 and August 31, 2019, using the following assumptions: September 15, May 31, August 31, Fair value of underlying stock $ 0.78 $ 0.39 $ 0.40 Risk free rate 1.20 % 1.94 % 1.50 % Expected term (in years) 5 2.29 2.04 Stock price volatility 106 % 61 % 60 % Expected dividend yield — — — Probability of f t 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 in Note 5 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 August 31, 2019: August 31, 2019 November 15, January 30, June January Fair value of underlying stock $ 0.57 $ 0.49 $ 0.40 $ 0.40 Risk free rate 2.78 % 2.52 % 1.76 % 1.76 % Expected term (in years) 1.61 2 0.82 1.42 Stock price volatility 58.8 % 61 % 63.8 % 61.6 % Expected dividend yield — — — — Discount factor 85 % 85 % 85 % 85 % As discussed above, the June 2018 and January 2019 Notes were fully satisfied during the fiscal year ended May 31, 2020 and there is no outstanding balance as of August 31, 2020. 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 August 31, 2019 (in thousands): Net Proceeds Derivative Liability Inception date August 31, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000 $ 1,285 $ 373 Inception date January 2019 Note, January 30, 2019 5,000 1,465 1,070 $ 1,443 The Company recognized approximately $0.6 million non-cash There was no gain or loss for the three months ended August 31, 2020. |
Stock Options and Warrants
Stock Options and Warrants | 3 Months Ended |
Aug. 31, 2020 | |
Stock Options and Warrants | Note 7 – Stock Options and Warrants The Company has one active stock-based equity plan at August 31, 2020, the CytoDyn Inc. 2012 Equity Incentive Plan (the “2012 Plan”) and one stock-based equity plan that is no longer active, but under which certain prior awards remain outstanding, the CytoDyn Inc. 2004 Stock Incentive Plan (the “2004 Plan” and, together with the 2012 Plan, the “Incentive Plans”). The 2012 Plan was approved by stockholders at the Company’s 2012 annual meeting to replace the 2004 Plan, and was amended by stockholders in February 2015 to increase the number of shares available for issuance from 3,000,000 to 5,000,000 shares of common stock, in March 2016 to increase the number of shares available for issuance fro m 5,000,000 to 7,000,000 shares of common stock, in August 2017 to increase the number of shares available for issuance from 7,000,000 to 15,000,000 shares of common stock, and in May 2019 to increase the number of shares available for issuance from 15,000,000 to 25,000,000 shares of common stock. As of August 31, 2020, the Company had 261,854 shares available for future stock-based grants under the 2012 Plan, as amended. As described in Note 15 below, on September 30, 2020 the stockholders approved amending and restating the 2012 Plan. As a result of this approval, the total number of shares of common stock available for grant under the 2012 Plan was increased from 25,000,000 shares to 50,000,000 shares, the number of shares available to be issued will be increased on the last day of each fiscal yea r Stock Options On June 25, 2020, the Company granted directors a portion of their annual stock option awards to purchase an aggregate total of 225,000 shares of common stock. The exercise price of the stock option awards was per share, the closing price of the Company’s common stock on the date of grant. These stock option awards became fully vested effective August 31, 2020 and have a ten-year term. The grant date fair value of these stock options was During the three months ended August 31, 2020, the Company granted stock options, covering an aggregate of 1,165,000 shares of common stock, to employees and advisors a ten-year term During the three months ended August 31, 2020, the Company issued 100,000 shares of common stock in connection with the exercise of stock options covering an aggregate of 100,000 shares. The stated exercise price of $0.39 per share resulted in aggregate gross proceeds of approximately Warrants On June 16, 2020, the Company issued compensa tory five During the quarter ended August 31, 2020, the Company issued 27,927,669 shares of common stock in connection with the exercise of 28,657,889 warrants. The stated exercise price ranged from $0.30 to $1.35 per share, which resulted in aggregate gross proceeds of approximately $13.5 million. Compensation expense related to stock options and The following table represents stock option and warrant activity as of and for the three months ended August 31, 2020 (in thousands, except per share data): Number of Weighted Weighted Aggregate Intrinsic Options and warrants outstanding - May 31, 2020 131,361 $ 0.65 5.79 $ 302,961 Granted 1,495 $ 4.10 — — Exercised (45,301 ) $ 0.60 — — Forfeited/expired/cancelled (333 ) $ 1.23 — — Options and warrants outstanding - August 31, 2020 87,222 $ 0.70 4.13 $ 232,949 Outstanding exercisable - August 31, 2020 84,375 $ 0.67 3.99 $ 227,520 |
Acquisition of Patents and Inta
Acquisition of Patents and Intangibles | 3 Months Ended |
Aug. 31, 2020 | |
Acquisition of Patents and Intangibles | Note 8 – Acquisition of Patents and Intangibles T leronlimab (PRO 140) Business Combinations leronlimab (PRO 140) leronlimab (PRO 140) On November 16, 2018, the Company completed the acquisition of substantially all of the assets of ProstaGene, LLC (“ProstaGene”), a biotechnology start-up ASC 805-10-55, Business Combinations , ASC 805-10-55-5A s three , ould ere to A summary of the net purchase price and allocation to the acquired assets is as follows (in thousands): ProstaGene, CytoDyn Inc. equity $ 11,558 Acquisition expenses 741 Release of deferred tax asset 2,827 Total cost of acquisition $ 15,126 Intangible assets $ 15,126 Other — Allocation of acquisition costs $ 15,126 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 2017-01. Business Combinations 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 the 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, inclusive of patents (in thousands): August 31, 2020 May 31, 2020 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition 15,126 15,126 Website development costs 20 20 Accumulated amortization (5,687 ) (5,190 ) Total amortizable intangible assets, net 12,959 13,456 Patents currently not amortized — — Carrying value of intangibles, net $ 12,959 $ 13,456 Amortization expense related to all intangible assets was approximately $0.5 million and $0.5 million for the three months ended August 31, 2020 and 2019. The estimated aggregate future amortization expense related to the Company’s intangible assets with finite lives is estimated to be approximately $2.0 million for the next year, approximately $1.5 million the following year, approximately $1.1 million for the next year, and $1.0 million per year for the following 2 years. |
License Agreements
License Agreements | 3 Months Ended |
Aug. 31, 2020 | |
License Agreements | Note 9 – License Agreements The Company has two license agreements with a third-party licensor covering the licensor’s “system know-how” its |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies 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. As of quarter ended August 31, 0 , ended Au gust 31, 2020 ramp-up two-year On May 22, 2020, the Company entered into a Drug Product Manufacturing Services Agreement with Samsung (the “Samsung Vial Filling Agreement”), pursuant to which Samsung will perform technology transfer, process validation, vial filling and storage services for clinical, pre-approval set-up In addition to our manufacturing agreement with Samsung, the Company also previously entered into an arrangement with another third-party contract manufacturer to provide process transfer, validation and manufacturing services for leronlimab. In the event that the Company terminates the agreement with this manufacturer, the Company may incur certain financial penalties which would become payable to the manufacturer. Conditioned upon the timing of termination, the financial penalties may total approximately $2.1 million. These amount and timing of the financial commitments under an agreement with our secondary contract manufacturer will depend on the timing of the anticipated approval of our BLA and the initial product demand forecast, which is critical to align the timing of capital resources in order to ensure availability of sufficient quantities of commercial product. 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 $0.7 million. In the remote circumstance that the Company would terminate all clinical trials, the collective financial penalties may range from an approximate low of $1.9 million to an approximate high of $3.7 million. On April 29, 2020, Torreya Capital LLC (“Torreya”) filed an arbitration claim against the Company demanding payment of a transaction fee in the amount of $600,000 plus attorney fees, for the Company’s alleged failure to pay a transaction fee to Torreya under the terms of the engagement letter with the Company. The Company denied Torreya’s right to a fee pursuant to the terms of the engagement. On September 17, 2020, Torreya amended its claim to add an additional transaction fee claim, increasing its demand to $1.74 million. The Company similarly denied Torreya’s contractual right to any fee. The parties filed dispositive motions in August and September, which the arbitrator denied on October 5, 2020. The Company continues to vigorously defend this action. On June 29, 2020, the Company issued the note holder of the January 2019 Note 4,000,000 shares of common stock with a settlement value of $22.5 million. These shares were issued as settlement for a claim filed by the note holder against the Company alleging that the note holder was owed additional shares upon conversion of the January 2019 Note, compared to the number of shares requested by the noteholder and issued by of the Company to the note holder upon conversion. From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. 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. |
Private Warrant Exchange
Private Warrant Exchange | 3 Months Ended |
Aug. 31, 2020 | |
Private Warrant Exchange Disclosure [Abstract] | |
Private Warrant Exchange | Note 11 – Private Warrant Exchange On June 17, 2020, the Company entered into privately negotiated agreements with investors, pursuant to these investors in exchange for warrants with an issued par value, in exchange for 16,543,539 warrants to purchase common stock, net In connection with this transaction , in non-cash |
Stock Grants to Employees
Stock Grants to Employees | 3 Months Ended |
Aug. 31, 2020 | |
Stock Grants to Employees | Note 12 – Stock Grants to Employees On January 28, 2020, the Company awarded 11,650,000 performance shares to certain of its directors and executive officers outside of the 2012 Plan (“January 2020 Performance Shares ”), which would achieved six The awards were forfeited on July 28, 2020 when the performance condition s On July 31, 2020, the Company issued 323,157 shares of common stock to Nader Z. Pourhassan Ph.D., Chief Executive Officer, of which 156,570 were tendered back to the Company to cover income tax withholding requirements. As a result, the Company incurred $1.6 million in stock compensation expense. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Aug. 31, 2020 | |
Employee Benefit Plan | Note 13 – 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 non-elective |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Aug. 31, 2020 | |
Related Party Transactions | Note 14 – 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 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 ( as defined in Note 5 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Aug. 31, 2020 | |
Subsequent Events | Note 15 – Subsequent Events In March 2020, the World Health Organization declared COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 “shelter-in-place” COVID-19, COVID-19 On September 3, 2020 and September 21, 2020, the Company granted stock option awards to Company newly hired ten-year On August 3, 2020, 2020, in light of increasing personal and professional commitments, director David F. Welch, Ph.D. informed the Board of Directors that he would not be seeking re-election During September 2020, the Company issued 818,241 shares of common stock in connection with the exercise of outstanding warrants options proceeds to the Company On September 30, 2020 the Company’s stockholders approved the amendment and restatement of the Company’s 2012 Equity Incentive Plan (the “A&R 2012 EIP”). As a result of this approval, the total number of shares of common stock available for grant under the A&R 2012 Plan was increased from shares to shares, the number of shares available to be issued will be increased on the last day of each fiscal year in an amount equal to 1% of the total outstanding shares on the last day of the prior fiscal year, and the term of the plan was extended for an additional ten years to September 30, 2030. On June 15, 2020 and June 25, 2020, the Compensation Committee of the Board approved grants of non-qualified stock options and restricted stock unit grants to certain of the Company’s executives and directors, which grants were made conditional upon stockholder approval of the A&R 2012 EIP. As a result of the September 30, 2020 stockholder approval of the A&R 2012 EIP, the Company issued to executives of the Company non-qualified stock options covering 3,350,000 stock, time-vesting common stock, and performance based RSUs (“PSUs”) covering 4,350,000. three years, and the PSUs will vest over the next fiscal year only if certain performance conditions set forth in the awards are met. issued to its three non-employee directors annual The equally over three quarterly installments beginning November 30, 2020. On October 1, 2020, the Company received a redemption notice from the holder of the Company’s March 2020 Note requesting a redemption of $950,000, which was paid in cash on October 6, 2020. Following this redemption, the outstanding balance on the Marc h |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2020 | |
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. Accordingly, 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 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 2021 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 $30.8 million for the three months ended August 31, 2020 and has an accumulated deficit of $386.2 million as of August 31, 2020. 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 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 August 31, 2020 and May 31, 2020 approximated $18.0 million and $14.0 million, respectively. |
Identified Intangible Assets | Identified Intangible Assets The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 Intangibles-Goodwill and Other |
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. |
Inventories | Inventory The Company values inventory at the lower of cost or net realizable value using the average cost method. Inventories consist of specialized and common raw materials to be used for commercial production of the Company’s biologic, leronlimab, which is awaiting regulatory approval. The consumption of these materials during production is classified as work-in-progress. The Company evaluates its inventory levels on a quarterly basis and writes down inventory that has become obsolete, or has a cost in excess of its expected net realizable value, and inventory quantities in excess of expected requirements. In assessing the lower of cost or net realizable value to pre-launch |
Inventories Procured or Produced in Preparation for Product Launches | Inventories Procured or Produced in Preparation for Product Launches The Company capitalizes inventories procured or produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when the results of clinical trials have reached a status sufficient to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive Phase 3 For inventories capitalized in preparation for product launch, anticipated future sales, shelf lives, and expected approval date are taken into account when evaluating realizability. The shelf pre-launch pre-approval |
Fair Value of Financial Instruments | Fair Value of Financial Instruments At August 31, 2020, the carrying value of the Company’s cash, accounts payable, and accrued liabilities approximate their fair value due to the short-term maturity of the instrument s During the fiscal year ending May 31, 2020, the Company carried derivative financial instruments at fair value as required by U.S. GAAP. Derivative financial instruments consist of financial instruments that contain a notional amount and one or more underlying variables (e.g., interest rate, security price, variable conversion rate or other variables), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. The Company follows the provisions of ASC 815, Derivatives and Hedging, Distinguishing Liabilities from Equity, 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 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 August 31, 2020 and May 31, 2020. As of August 31, 2020, there were no assets or liabilities measured at fair value using Level 3 inputs; previous outstanding derivative warrants and related convertible debt had been converted prior to May 31, 2020 according to the terms of the agreements. 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. During the 2020 fiscal year, the Company used 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 were 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) from inception to the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855 ) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745 ) Fair value adjustments—warrants (922 ) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005 ) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949 ) Balance at May 31, 2020 $ — |
Operating Leases | Operating Leases 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 executives or 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 Under the Company’s Certificate of Incorporation, as amended, the Company is authorized to issue up to 800,000,000 shares of common stock. As of August 31, 2020, the Company had 569,882,808 shares of common stock outstanding. |
Preferred Stock | Preferred Stock The Company’s Board is authorized to issue up to 5,000,000 shares of preferred stock without stockholder approval. As of August 31, 2020, the Company had 400,000 shares authorized and 87,100 shares outstanding of Series B convertible preferred stock, 8,203 shares authorized and outstanding of Series C convertible preferred stock, and 11,737 shares authorized and 8,452 shares outstanding of Series D convertible preferred stock. The remaining authorized preferred shares 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 August 31, 2020, the Company holds 442,578 shares of $0.001 par value common stock as treasury stock. |
Debt Discount | Debt Discount During the three months ended August 31, 2020, the Company incurred approximately $3.4 million of debt discount related to the issuance of the July 2020 Note, as described in Note 5. The discount is amortized over the life of the convertible promissory note. During the three months ended August 31, 2020 and August 31, 2019, the Company recorded approximately $1.3 million and $1.0 million of related amortization, respectively. |
Debt Issuance Cost | Debt Issuance Cost During the three months ended August 31, 2020, the Company incurred $0.1 million of direct costs associated with the issuance of the July 2020 Note, as described in Note 5. During the three months ended August 31, 2020 and August 31, 2019, the Company recognized related amortization of approximately $4,000 and $284,000, respectively. |
Offering Costs | Offering Costs During the three months ended August 31, 2020 and the year ended May 31, 2020, the Company incurred approximately $0.4 million and $2.3 million respectively, in direct incremental costs associated with the sale of equity securities as fully described in Note 11. The costs were recorded as a component of equity upon receipt of the proceeds. |
Stock Based Compensation for Services | Stock - The Company periodically issues stock options or 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 common shares outstanding during the period. Diluted loss per share would include the weighted average common shares 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 approximately 87 million and 155 million 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 August 31, 2020 and August 31, 2019, respectively. As of August 31, 2020 and August 31, 2019 the Company had convertible notes outstanding, for which the C |
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 basis. Future tax benefits for net operating loss carryforwards 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 ASC 740-10, Uncertainty in Income Taxes 740-10. In accordance with Section 15 of the Internal Revenue Code, the Company utilized a federal statutory rate of 21% for the three months ended August 31, 2020 and August 31, 2019. The net tax expense for the three months ended August 31, 2020 and 2019 , |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
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) from inception to the year ended May 31, 2020 (in thousands): Investor warrants issued with registered direct equity offering $ 4,360 Placement agent warrants issued with registered direct equity offering 819 Fair value adjustments (3,855 ) Balance at May 31, 2018 1,324 Inception date value of redemption provisions 2,750 Fair value adjustments—convertible notes (745 ) Fair value adjustments—warrants (922 ) Balance at May 31, 2019 2,407 Fair value adjustments—convertible notes (2,005 ) Fair value adjustments—warrants 11,547 Exercise of derivative warrants (11,949 ) Balance at May 31, 2020 $ — |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories as of August 31, 2020 and May 31, 2020 are presented below (in thousands): August 31, 2020 May 31, 2020 Raw materials $ 20,263 $ 19,147 Work - - gress 38,211 — Total $ 58,474 $ 19,147 |
Convertible Instruments (Tables
Convertible Instruments (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
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 (in thousands): January 30, 2019 Fair value of redemption provision $ 1,465 Relative fair value of equity classified warrants 858 Beneficial conversion feature 2,677 Net proceeds of January 2019 Note $ 5,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
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, prior fiscal year end date May 31, 2020 and current reporting date August 31, 2020 (in thousands): Shares Indexed Derivative Liability Inception to date September 15, 2016 7,733 $ 5,179 Change in fair value of derivative liability — (4,777 ) Balance May 31, 2019 7,733 402 Change in fair value of derivative liability — 11,547 Fair value of warrants exercised 7,733 (11,949 ) Balance May 31, 2020 — — Change in fair value of derivative liability — — Balance August 31, 2020 — $ — |
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 August 31, 2019, using the following assumptions: September 15, May 31, August 31, Fair value of underlying stock $ 0.78 $ 0.39 $ 0.40 Risk free rate 1.20 % 1.94 % 1.50 % Expected term (in years) 5 2.29 2.04 Stock price volatility 106 % 61 % 60 % Expected dividend yield — — — Probability of f t 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 | 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 August 31, 2019: August 31, 2019 November 15, January 30, June January Fair value of underlying stock $ 0.57 $ 0.49 $ 0.40 $ 0.40 Risk free rate 2.78 % 2.52 % 1.76 % 1.76 % Expected term (in years) 1.61 2 0.82 1.42 Stock price volatility 58.8 % 61 % 63.8 % 61.6 % Expected dividend yield — — — — Discount factor 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 August 31, 2019 (in thousands): Net Proceeds Derivative Liability Inception date August 31, 2019 Inception date June 2018 Note, November 15, 2018 $ 5,000 $ 1,285 $ 373 Inception date January 2019 Note, January 30, 2019 5,000 1,465 1,070 $ 1,443 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Stock Option and Warrant Activity | The following table represents stock option and warrant activity as of and for the three months ended August 31, 2020 (in thousands, except per share data): Number of Weighted Weighted Aggregate Intrinsic Options and warrants outstanding - May 31, 2020 131,361 $ 0.65 5.79 $ 302,961 Granted 1,495 $ 4.10 — — Exercised (45,301 ) $ 0.60 — — Forfeited/expired/cancelled (333 ) $ 1.23 — — Options and warrants outstanding - August 31, 2020 87,222 $ 0.70 4.13 $ 232,949 Outstanding exercisable - August 31, 2020 84,375 $ 0.67 3.99 $ 227,520 |
Acquisition of Patents and In_2
Acquisition of Patents and Intangibles (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
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 (in thousands): ProstaGene, CytoDyn Inc. equity $ 11,558 Acquisition expenses 741 Release of deferred tax asset 2,827 Total cost of acquisition $ 15,126 Intangible assets $ 15,126 Other — Allocation of acquisition costs $ 15,126 |
Intangible Assets Activity | The following presents intangible assets activity, inclusive of patents (in thousands): August 31, 2020 May 31, 2020 Leronlimab (PRO 140) patent $ 3,500 $ 3,500 ProstaGene, LLC intangible asset acquisition 15,126 15,126 Website development costs 20 20 Accumulated amortization (5,687 ) (5,190 ) Total amortizable intangible assets, net 12,959 13,456 Patents currently not amortized — — Carrying value of intangibles, net $ 12,959 $ 13,456 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||
Aug. 31, 2020 | Aug. 31, 2019 | May 31, 2020 | Jan. 28, 2020 | Apr. 30, 2010 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Net loss | $ (30,832,000) | $ (16,164,000) | |||
Accumulated (deficit) | (386,206,000) | $ (354,711,000) | |||
Balance in excess of federally insured limits | 18,000,000 | 14,000,000 | |||
Impairment charges | 0 | 0 | |||
Pre-launch inventory qualified for capitalization | $ 0 | $ 0 | |||
Estimated future unvested forfeitures | 0.00% | ||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||
Common stock, shares outstanding | 569,883,000 | 518,976,000 | |||
Preferred Stock Shares authorized to be issued | 5,000,000 | 5,000,000 | |||
Treasury stock, par value | $ 0.001 | ||||
Treasury stock, shares | 442,578 | ||||
Debt discount | $ 1,700,000 | ||||
Amortization of discount on convertible notes | 1,339,000 | 1,030,000 | |||
Amortization of debt issuance costs | $ 4,000 | $ 284,000 | |||
Federal statutory income tax rate, percent | 21.00% | 21.00% | |||
Deferred income tax benefit | $ 0 | $ 0 | |||
Common stock options and warrants to purchase | 87,000,000 | 155,000,000 | |||
Equity Securities | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred offering costs | $ 400,000 | $ 2,300,000 | |||
Short-Term Convertible Notes | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Direct costs associated with the convertible notes | 100,000 | ||||
Amortization of debt issuance costs | 4,000 | $ 284,000 | |||
Short-Term Convertible Notes | Detachable Common Stock Warrants | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt discount | 3,400,000 | ||||
Amortization of discount on convertible notes | $ 1,300,000 | $ 1,000,000 | |||
Series B Convertible Preferred Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Preferred Stock Shares authorized to be issued | 400,000 | 400,000 | |||
Preferred stock, shares outstanding | 87,000 | 92,000 | |||
Series B Convertible Preferred Stock | Equity Securities | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Preferred stock, shares outstanding | 87,100 | ||||
Series C Convertible Preferred Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Preferred Stock Shares authorized to be issued | 11,737 | ||||
Preferred stock, shares outstanding | 8,203 | ||||
Common Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common stock, shares authorized | 800,000,000 | ||||
Common stock, shares outstanding | 569,882,808 | ||||
Common shares issued upon conversion of debt securities | 9,800,000 | 11,600,000 | |||
Common shares issued upon conversion of preferred stock | 30,300,000 | 11,700,000 | |||
Series D Convertible Preferred Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Preferred Stock Shares authorized to be issued | 12,000 | 12,000 | 11,737 | ||
Preferred stock, shares outstanding | 9,000 | 9,000 | |||
Series D Convertible Preferred Stock | Equity Securities | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Preferred stock, shares outstanding | 8,452 | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Preferred Stock Shares authorized to be issued | 5,000,000 |
Reconciliation of Liability Mea
Reconciliation of Liability Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 2,407,000 | $ 1,324,000 | |
Fair value adjustments | $ (3,855,000) | ||
Ending Balance | 2,407,000 | 1,324,000 | |
Convertible notes [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value adjustments | (2,005,000) | (745,000) | |
Warrant [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value adjustments | 11,547,000 | (922,000) | |
Exercises | $ (11,949,000) | ||
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 | $ 819,000 | ||
Inception date value of redemption provision - warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Warrants issued | $ 2,750,000 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 58,474 | $ 19,147 |
Summary of Inventory (Detail)
Summary of Inventory (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 20,263 | $ 19,147 |
Work in-progress | 38,211 | |
Total | $ 58,474 | $ 19,147 |
Convertible Instruments - Addit
Convertible Instruments - Additional Information (Detail) | Jul. 30, 2020USD ($) | Jul. 29, 2020USD ($) | Jul. 27, 2020USD ($)$ / sharesshares | Mar. 13, 2020USD ($)$ / shares | Jan. 28, 2020USD ($)$ / sharesshares | Dec. 16, 2019USD ($) | Aug. 29, 2019USD ($)shares | Mar. 20, 2019USD ($)$ / sharesshares | Jun. 26, 2018USD ($)$ / shares | Apr. 16, 2019USD ($) | Jan. 30, 2019USD ($) | Nov. 15, 2018USD ($) | Aug. 31, 2020USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($)$ / sharesshares | Aug. 31, 2019USD ($)shares | May 31, 2020USD ($)$ / sharesshares | May 31, 2010USD ($) | Jul. 31, 2020USD ($) | Jul. 24, 2020shares | Jun. 29, 2020shares | Apr. 03, 2020shares | Feb. 12, 2020shares | Oct. 11, 2019shares | Sep. 30, 2019USD ($) | Apr. 30, 2010shares |
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of common shares issued upon conversion of preferred stock | shares | 100,000 | |||||||||||||||||||||||||
Common stock, shares authorized | shares | 800,000,000 | 800,000,000 | 800,000,000 | |||||||||||||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Convertible note, aggregate principal | $ 15,000,000 | |||||||||||||||||||||||||
Convertible notes, interest rate | 5.00% | |||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.45 | |||||||||||||||||||||||||
Unamortized discount | $ 1,700,000 | |||||||||||||||||||||||||
Amortization of debt discount | 1,339,000 | $ 1,030,000 | ||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | |||||||||||||||||||||||||
Common stock conversion price | $ / shares | $ 0.55 | $ 0.50 | ||||||||||||||||||||||||
Convertible promissory note maximum redemption amount | 950,000 | |||||||||||||||||||||||||
Terms of conversion | 1.5 | |||||||||||||||||||||||||
Convertible note, redeemed amount | 4,476,000 | |||||||||||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 9,537,500 | |||||||||||||||||||||||||
Accrued dividends | $ 1,401,000 | $ 981,000 | $ 981,000 | |||||||||||||||||||||||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 570,325,000 | 519,261,000 | 519,261,000 | 4,000,000 | ||||||||||||||||||||||
Interest paid | $ 11,000 | 10,000 | ||||||||||||||||||||||||
Conversion Of Debt Into Equity [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Amortization of debt discount | $ 300,000 | $ 200,000 | ||||||||||||||||||||||||
Interest Rate Payable On Default [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible notes, interest rate | 22.00% | |||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 5,000,000 | |||||||||||||||||||||||||
Default Percentage One [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Debt instrument percentage increase on principal payable on default | 15.00% | |||||||||||||||||||||||||
Debt Instrument Percentage Increase On Principal Payable In The Event Of Defaul | 15.00% | |||||||||||||||||||||||||
Default Percentage Two [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Debt instrument percentage increase on principal payable on default | 10.00% | |||||||||||||||||||||||||
Debt Instrument Percentage Increase On Principal Payable In The Event Of Defaul | 10.00% | |||||||||||||||||||||||||
Default Percentage Three [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Debt instrument percentage increase on principal payable on default | 5.00% | |||||||||||||||||||||||||
Debt Instrument Percentage Increase On Principal Payable In The Event Of Defaul | 5.00% | |||||||||||||||||||||||||
Investor Warrants | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Common stock warrants to purchase shares | shares | 2,500,000 | |||||||||||||||||||||||||
Conversion of Preferred Stock to Common Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Undeclared dividend | $ 2,000 | 200,000 | ||||||||||||||||||||||||
Accrued dividend | 4,000 | 432,000 | ||||||||||||||||||||||||
Note | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||||||||||||
Unamortized discount | $ 100,000 | |||||||||||||||||||||||||
Number of shares to be sold | shares | 8,512,622 | |||||||||||||||||||||||||
Convertible promissory note principle amount | $ 5,700,000 | |||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | |||||||||||||||||||||||||
Common stock conversion price | $ / shares | $ 0.55 | |||||||||||||||||||||||||
Convertible promissory note maximum redemption amount | $ 350,000 | |||||||||||||||||||||||||
Convertible promissory note redemption description | The June 2018 Note provided for conversion in total, or in part, of the outstanding balance, into common stock of the Company at any time after six months from the issue date upon five trading days’ notice, subject to certain adjustments and ownership limitations specified in the June 2018 Note, and allowed for redemption, at any time after six months from the issue date upon five trading days’ notice, subject to 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%. | ||||||||||||||||||||||||
Fair value of Note | 6,900,000 | |||||||||||||||||||||||||
Net carrying value of note | 5,400,000 | |||||||||||||||||||||||||
Interest paid | $ 525,000 | |||||||||||||||||||||||||
Debt instrument gross issuance costs | $ 3,400,000 | |||||||||||||||||||||||||
Number of days of notice to be given by the investor to the company for redemption | 3 days | |||||||||||||||||||||||||
Debt instrument number of days of notice to be given by the company to the investor for prepayment | 15 days | |||||||||||||||||||||||||
Number of days of notice to be given for conversion of notes into common stock | 5 days | |||||||||||||||||||||||||
Debt instrument term | 2 years | |||||||||||||||||||||||||
Note | Default Percentage Three [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Debt instrument percentage increase on principal payable on default | 5.00% | |||||||||||||||||||||||||
2019 Short Term Convertible Notes | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible note, aggregate principal | $ 5,500,000 | $ 200,000 | $ 200,000 | |||||||||||||||||||||||
Repayment of note | $ 700,000 | |||||||||||||||||||||||||
Interest expense | 100,000 | |||||||||||||||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 5,177,980 | $ 5,177,980 | ||||||||||||||||||||||||
Debt outstanding amount | 5,900,000 | |||||||||||||||||||||||||
Common Stock, Shares, Issued | shares | 10,357,034 | 10,357,034 | ||||||||||||||||||||||||
2019 Short Term Convertible Notes | Tranche One [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Debt outstanding amount | 1,100,000 | |||||||||||||||||||||||||
2019 Short Term Convertible Notes | Tranche Two [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Debt outstanding amount | $ 4,100,000 | |||||||||||||||||||||||||
January 2019 Note [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||||||||||||
Common stock warrants to purchase shares | shares | 5,000,000 | |||||||||||||||||||||||||
Exercise price of warrants, per share | $ / shares | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||||||||
Unamortized discount | $ 600,000 | $ 6,271,000 | $ 6,271,000 | |||||||||||||||||||||||
Unamortized issuance costs | $ 100,000 | |||||||||||||||||||||||||
Number of shares to be sold | shares | 10,842,255 | |||||||||||||||||||||||||
Interest expense | $ 100,000 | 100,000 | ||||||||||||||||||||||||
Convertible promissory note principle amount | $ 5,700,000 | |||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 5,000,000 | |||||||||||||||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||||
Convertible promissory note redemption description | The January 2019 Note provided the investor may redeem any portion of the January 2019 Note 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%. | |||||||||||||||||||||||||
Convertible note, redeemed amount | $ 350,000 | |||||||||||||||||||||||||
Company Reserves Shares For Future Conversition | shares | 20,000,000 | |||||||||||||||||||||||||
Interest paid | $ 850,000 | |||||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of common shares issued upon conversion of preferred stock | shares | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Convertible note, aggregate principal | $ 17,100,000 | |||||||||||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||||||||||||
Common stock warrants to purchase shares | shares | 4,750,000 | |||||||||||||||||||||||||
Amortization of debt discount | $ 2,100,000 | |||||||||||||||||||||||||
Proceeds from sale of common stock and warrant | $ 15,000,000 | |||||||||||||||||||||||||
Common stock conversion price | $ / shares | $ 4.50 | $ 4.50 | ||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 15.00% | |||||||||||||||||||||||||
Shares issued on conversion | shares | 2,119,444 | 2.1 | ||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Conversion Of Debt Into Equity [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Amortization of debt discount | $ 917,000 | |||||||||||||||||||||||||
March 2020 Long Term Convertible Notes [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Common stock shares reserved for future issuance | shares | 3,800,000 | |||||||||||||||||||||||||
July 2020 Long Term Convertible Notes [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Convertible notes, interest rate | 10.00% | |||||||||||||||||||||||||
Convertible promissory note principle amount | $ 28,500,000 | |||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 25,000,000 | |||||||||||||||||||||||||
Common stock conversion price | $ / shares | $ 10 | |||||||||||||||||||||||||
Convertible promissory note maximum redemption amount | $ 1,600,000 | |||||||||||||||||||||||||
Amortisation of debt issuance costs and discount | 100,000 | |||||||||||||||||||||||||
Unamortised discount and debt issuance costs | $ 3,300,000 | |||||||||||||||||||||||||
Debt instrument lock in period | 6 months | |||||||||||||||||||||||||
Debt instrument prepayment percentage premium | 15.00% | |||||||||||||||||||||||||
Discount on Convertible Promissory Note | $ 3,400,000 | |||||||||||||||||||||||||
Expense Payable On Issuance Of Convertible Promissory Note | $ 100,000 | |||||||||||||||||||||||||
Common stock shares reserved for future issuance | shares | 6,000,000 | |||||||||||||||||||||||||
July 2020 Long Term Convertible Notes [Member] | Maximum | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Proceeds from sale of common stock and warrant | $ 25,000,000 | |||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||||
Series B Convertible Preferred Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||
Cash proceeds | $ 2,009,000 | |||||||||||||||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | 87,000 | 92,000 | 92,000 | |||||||||||||||||||||||
Common stock, shares authorized | shares | 100,000,000 | |||||||||||||||||||||||||
Constructive dividend to Preferred stock holders | $ 6 | |||||||||||||||||||||||||
Liquidation preference on common shares | $ / shares | $ 5 | |||||||||||||||||||||||||
Dividends are payable to preferred stock holders | $ / shares | 0.25 | |||||||||||||||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Preferred stock, shares authorized | shares | 400,000 | 400,000 | 400,000 | |||||||||||||||||||||||
Preferred stock, shares issued | shares | 87,000 | 92,000 | 92,000 | |||||||||||||||||||||||
Preferred stock date of dividend declaration | Jul. 30, 2020 | |||||||||||||||||||||||||
Preferred stock cash dividend declared | $ 200,000 | |||||||||||||||||||||||||
Series B Convertible Preferred Stock | Conversion of Preferred Stock to Common Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | 87,100 | |||||||||||||||||||||||||
Preferred stock, shares issued | shares | 400,000 | |||||||||||||||||||||||||
Series C Convertible Preferred Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 1,000 | |||||||||||||||||||||||||
Cash proceeds | $ 1,542,545 | $ 3,083,700 | ||||||||||||||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | 1,754 | 8,000 | 8,000 | 8,000 | ||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Accrued dividends | $ 900,000 | $ 100,000 | ||||||||||||||||||||||||
Accrued dividend Shares | shares | 1,832,000 | 296,000 | ||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 8,203 | 8,000 | 8,000 | 8,000 | 20,000 | |||||||||||||||||||||
Preferred stock, shares issued | shares | 3,246 | 8,000 | 8,000 | 8,000 | 2,788 | |||||||||||||||||||||
Series D Convertible Preferred Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Share issuance price | $ / shares | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||
Cash proceeds | $ 882,000 | $ 7,565,000 | ||||||||||||||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | 9,000 | 9,000 | 9,000 | |||||||||||||||||||||||
Dividends are payable to preferred stock holders | $ / shares | $ 0.50 | |||||||||||||||||||||||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Placement agent fee | $ 5,000 | |||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||||||||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 0.80 | |||||||||||||||||||||||||
Accrued dividends | $ 500,000 | |||||||||||||||||||||||||
Accrued dividend Shares | shares | 606,000 | |||||||||||||||||||||||||
Preferred stock, shares authorized | shares | 11,737 | 12,000 | 12,000 | 12,000 | ||||||||||||||||||||||
Preferred stock, shares issued | shares | 7,570 | 9,000 | 9,000 | 9,000 | ||||||||||||||||||||||
Series D Convertible Preferred Stock | Common Stock | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Series B Convertible preferred stock, shares outstanding | shares | 8,452 |
Warrants At Relative Fair Value
Warrants At Relative Fair Value and Beneficial Conversion Feature at Intrinsic Value (Details) $ in Thousands | 1 Months Ended |
Jan. 30, 2019USD ($) | |
Convertible Promisssory Notes [Abstract] | |
Warrants At Fair Value Of Redemption Provision | $ 1,465 |
Relative Fair Value Of Equity Classified Warrants | 858 |
Warrants At Beneficial Conversion Feature | 2,677 |
Net proceeds of January 2019 Note | $ 5,000 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Derivative [Line Items] | ||
Change in fair value of derivative liability | $ 625,000 | |
Percentage Of Outstanding Common Stock To Be Acquired | 50.00% | |
Warrant [Member] | ||
Derivative [Line Items] | ||
Change in fair value of derivative liability | $ 100,000 | |
Convertible Note [Member] | ||
Derivative [Line Items] | ||
Change in fair value of derivative liability | $ 0 | $ 600,000 |
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 ($) $ in Thousands | 12 Months Ended | 33 Months Ended | |
May 31, 2020 | May 31, 2019 | Sep. 15, 2016 | |
Derivative [Line Items] | |||
Shares Indexed | 7,733,000 | 7,733,000 | |
Fair value of warrants exercised | 7,733,000 | ||
Change in fair value of derivative liability | $ 11,547 | $ (4,777) | |
Fair value of warrants exercised | $ (11,949) | ||
Derivative liability | $ 402 | $ 5,179 |
Assumptions used in Estimating
Assumptions used in Estimating Fair Value of Warrant Derivative Liability (Detail) - $ / shares | Sep. 15, 2016 | Aug. 31, 2019 | May 31, 2019 |
Grant Date Fair Value | |||
Derivative [Line Items] | |||
Fair value of underlying stock | $ 0.78 | $ 0.40 | $ 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 | 2 years 14 days | 2 years 3 months 14 days |
Stock Price Volatility | |||
Derivative [Line Items] | |||
Stock price volatility | 106.00% | 60.00% | 61.00% |
Expected Dividend Yield | |||
Derivative [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 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% |
Assumptions used in Estimatin_2
Assumptions used in Estimating Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) | 1 Months Ended | 3 Months Ended | |
Jan. 30, 2019yr$ / shares | Nov. 15, 2018yr$ / shares | Aug. 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 | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.40 | ||
Fair value of underlying stock | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, price per share | $ / shares | $ 0.40 | ||
Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 2.52 | 2.78 | |
Risk free rate | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.76 | ||
Risk free rate | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.76 | ||
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) | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 9 months 25 days | ||
Expected Term (In Years) | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, expected term | 1 year 5 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 | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 63.8 | ||
Stock price volatility | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 61.6 | ||
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | 0.00% | |
Expected dividend yield | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | ||
Expected dividend yield | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded derivative liability, dividend yield | 0.00% | ||
Discount factor | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 | 85 | |
Discount factor | June Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 | ||
Discount factor | January Note | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 85 |
Summary of Fair Value of Conver
Summary of Fair Value of Convertible Note Redemption Provision Derivative Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Net Proceeds | $ 25,000 | |
Derivative Liability | 1,443 | |
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date June 2018 Note, November 15, 2018 [Member] | ||
Net Proceeds | 5,000 | |
Inception Date | 1,285 | |
Derivative Liability | 373 | |
Convertible Note Redemption Provision Derivative Liability [Member] | Inception date January 2019 Note, January 30, 2019 [Member] | ||
Net Proceeds | 5,000 | |
Inception Date | $ 1,465 | |
Derivative Liability | $ 1,070 |
Stock Options and Warrants - Ad
Stock Options and Warrants - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Aug. 31, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Jun. 29, 2020 | Jun. 16, 2020 | May 31, 2020 | Nov. 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] | ||||||||||||
Exercise price of warrants, per share | $ 0.45 | |||||||||||
Common Stock issued | 570,325,000 | 570,325,000 | 4,000,000 | 519,261,000 | ||||||||
Compensation expense | $ 3,692,000 | $ 581,000 | ||||||||||
Consultant | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 105,000 | |||||||||||
Term of warrants | 5 years | |||||||||||
Exercise price of warrants, per share | $ 3.07 | |||||||||||
Warrants grant date fair value | $ 2.11 | |||||||||||
Warrants [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Warrants to purchase common shares, shares | 27,927,669 | 27,927,669 | ||||||||||
Common Stock issued | 28,657,889 | 28,657,889 | ||||||||||
Proceeds from Issuance of Common Stock | $ 13,500,000 | |||||||||||
Warrants [Member] | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise price of warrants, per share | $ 0.30 | $ 0.30 | ||||||||||
Warrants [Member] | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise price of warrants, per share | $ 1.35 | |||||||||||
2012 Equity Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Compensation expense | $ 2,000,000 | $ 600,000 | ||||||||||
Grant date fair value of options and warrants | 4,400,000 | $ 500,000 | ||||||||||
Unrecognized compensation expense | $ 4,800,000 | $ 4,800,000 | ||||||||||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 97 years | |||||||||||
2012 Equity Incentive Plan | Subsequent event | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future issuance | 50,000,000 | |||||||||||
2012 Equity Incentive Plan | After Amendment | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future issuance | 25,000,000 | 25,000,000 | ||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option granted, Shares | 100,000 | |||||||||||
Common Stock issued | 100,000 | 100,000 | ||||||||||
Proceeds from Issuance of Common Stock | $ 39,000 | |||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option granted, exerices price | $ 0.39 | |||||||||||
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 | 225,000 | |||||||||||
Stock option granted, exerices price | $ 6.15 | |||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Employees And Advisors | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock options grant date fair value | 2.23 | |||||||||||
2012 Equity Incentive Plan | Employee Stock Option One | Employees And Advisors | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock options grant date fair value | 4.23 | |||||||||||
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 | $ 4.46 | |||||||||||
2012 Equity Incentive Plan | Stock Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future stock-based grants | 261,854 | 261,854 | ||||||||||
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 | 25,000,000 | 25,000,000 | 15,000,000 | 7,000,000 | 5,000,000 | ||||||
2012 Equity Incentive Plan | Stock Options | Employees And Advisors | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option granted, Shares | 1,165,000 | |||||||||||
2012 Equity Incentive Plan | Stock Options | Employees And Advisors | Range One | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option granted, exerices price | $ 2.75 | |||||||||||
2012 Equity Incentive Plan | Stock Options | Employees And Advisors | Range Two | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option granted, exerices price | $ 6.15 | |||||||||||
2012 Incentive Plan Amended And Restated | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage Of Increase In Shares Issued On Proportion Of Outstanding Capital Stock On Last Day Of Each Fiscal Year | 1.00% | |||||||||||
2012 Incentive Plan Amended And Restated | Subsequent event | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future issuance | 50,000,000 | |||||||||||
Percentage Of Increase In Shares Issued On Proportion Of Outstanding Capital Stock On Last Day Of Each Fiscal Year | 1.00% | |||||||||||
2012 Incentive Plan Amended And Restated | Stock Options | Director | Subsequent event | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option granted, Shares | 506,250 | |||||||||||
Stock option granted, exerices price | $ 6.15 |
Stock Options and Warrants (Det
Stock Options and Warrants (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2020 | May 31, 2020 | |
Stock option and warrant activity | ||
Options and warrants outstanding, Number of Shares | 131,361 | |
Granted, Number of Shares | 1,495 | |
Exercised, Number of Shares | (45,301) | |
Forfeited/expired/cancelled, Number of Shares | (333) | |
Options and warrants outstanding, Number of Shares | 87,222 | 131,361 |
Outstanding exercisable, Number of Shares | 84,375 | |
Options and warrants outstanding, Weighted Average Exercise Price | $ 0.65 | |
Granted, Weighted Average Exercise Price | 4.10 | |
Exercised, Weighted Average Exercise Price | 0.60 | |
Forfeited/expired/cancelled, Weighted Average Exercise Price | 1.23 | |
Options and warrants outstanding, Weighted Average Exercise Price | 0.70 | $ 0.65 |
Outstanding exercisable, Weighted Average Exercise Price | $ 0.67 | |
Options and warrants outstanding, Weighted Average Remaining Contractual Life in Years | 4 years 1 month 17 days | 5 years 9 months 14 days |
Outstanding exercisable, Weighted Average Remaining Contractual Life in Years | 3 years 11 months 26 days | |
Options and warrants outstanding, Aggregate Intrinsic Value | $ 232,949 | $ 302,961 |
Outstanding exercisable, Aggregate Intrinsic Value | $ 227,520 |
Acquisition of Patents and In_3
Acquisition of Patents and Intangibles - Additional Information (Detail) - USD ($) | Oct. 16, 2012 | Aug. 31, 2020 | Aug. 31, 2019 | Jun. 29, 2020 | May 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset acquired gross | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||
Estimated aggregate future amortization expense in next twelve months | 2,000,000 | ||||
Estimated aggregate future amortization expense in year two | 1,500,000 | ||||
Estimated aggregate future amortization expense in year three | 1,100,000 | ||||
Estimated aggregate future amortization expense in year four | 1,000,000 | ||||
Estimated aggregate future amortization expense in year five | $ 1,000,000 | ||||
Issuance of common stock shares | 570,325,000 | 4,000,000 | 519,261,000 | ||
Common stock per shares | $ 0.001 | $ 0.001 | |||
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 | ||||
Amortization expense related to acquired patents | $ 500,000 | $ 500,000 |
Summary of the Net Purchase Pri
Summary of the Net Purchase Price and Allocation to the Acquired Assets (Detail) - ProstaGene, LLC - USD ($) | 3 Months Ended | |
Aug. 31, 2020 | May 31, 2020 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
CytoDyn Inc. equity | $ 11,558,000 | |
Acquisition expenses | 741,000 | |
Release of deferred tax asset | 2,827,000 | |
Total cost of acquisition | 15,126,000 | |
Intangible assets | 15,126,000 | $ 15,126,000 |
Other | 0 | |
Allocation of acquisition costs | $ 15,126,000 |
Intangible Assets Activity (Det
Intangible Assets Activity (Detail) - USD ($) | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Leronlimab (PRO 140) patent | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 |
Website development costs | 20,000 | 20,000 | |
Accumulated amortization | (5,687,000) | (5,190,000) | |
Total amortizable intangible assets, net | 12,959,000 | 13,456,000 | |
Patents currently not amortized | 0 | 0 | |
Carrying value of intangibles, net | 12,959,000 | 13,456,000 | |
ProstaGene, LLC | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
ProstaGene, LLC intangible asset acquisition | $ 15,126,000 | $ 15,126,000 |
License Agreements - Additional
License Agreements - Additional Information (Detail) | Aug. 31, 2020USD ($) | May 31, 2020USD ($) | Apr. 15, 2019USD ($) | Apr. 15, 2019GBP (£) |
Licenses Agreements [Line Items] | ||||
Accrued license fee | $ 148,000 | $ 13,000 | $ 774,000 | £ 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 ($) | Sep. 17, 2020 | Jun. 29, 2020 | May 22, 2020 | Apr. 29, 2020 | Aug. 31, 2020 | May 31, 2020 |
Commitments and Contingencies [Line Items] | ||||||
Common stock, shares issued | 4,000,000 | 570,325,000 | 519,261,000 | |||
Common stock converted value | $ 22,500,000 | |||||
Payment of supply commitment | $ 37,000,000 | |||||
Project Work Order | Termination of Any One Clinical Trial | ||||||
Commitments and Contingencies [Line Items] | ||||||
Financial penalties | 2,100,000 | |||||
Project Work Order | Termination of Any One Clinical Trial | Minimum | ||||||
Commitments and Contingencies [Line Items] | ||||||
Financial penalties | 700,000 | |||||
Project Work Order | Termination of All Clinical Trials | Minimum | ||||||
Commitments and Contingencies [Line Items] | ||||||
Financial penalties | 1,900,000 | |||||
Project Work Order | Termination of All Clinical Trials | Maximum | ||||||
Commitments and Contingencies [Line Items] | ||||||
Financial penalties | 3,700,000 | |||||
Samsung Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Supply Commitment Delivered | $ 2,600,000 | |||||
Samsung Agreement [Member] | Manufacturing and Supply Service [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Supply Commitment Delivered | 45,000,000 | |||||
Payments due during calendar year | 34,000,000 | |||||
Remaining Supply commitment Cost | 112,000,000 | |||||
Obligation Due in Next Twelve Months | 65,000,000 | |||||
Obligation Due remainder of fiscal year | 24,000,000 | |||||
Obligation Due in Next Two years | $ 23,000,000 | |||||
Torreya Capital LLC [Member] | Arbitration Claim | ||||||
Commitments and Contingencies [Line Items] | ||||||
Damages Sought Value | $ 1,740,000 | $ 600,000 |
Private Warrant Exchange - Addi
Private Warrant Exchange - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 17, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | May 31, 2020 | Nov. 30, 2019 |
Equity and Equity Units Offering Disclosure [Line Items] | |||||
Exercise price of warrants, per share | $ 0.45 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Proceeds From Exercise Of Warrants | $ 13,469 | $ 1,754 | |||
Private Warrant Exchange [Member] | |||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||
Common stock, par value | $ 0.001 | ||||
Proceeds From Exercise Of Warrants | $ 7,400 | ||||
Inducement Interest Expense | $ 3,300 | ||||
Warrants Outstanding | 16,543,539 | ||||
Deferred offering costs | $ 400 | ||||
Private Warrant Exchange [Member] | Maximum [Member] | |||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||
Exercise price of warrants, per share | $ 1.35 | ||||
Share Price | 0.70 | ||||
Private Warrant Exchange [Member] | Minimum [Member] | |||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||
Exercise price of warrants, per share | 0.35 | ||||
Share Price | $ 0.21 | ||||
Private Warrant Exchange [Member] | Actual Shares [Member] | |||||
Equity and Equity Units Offering Disclosure [Line Items] | |||||
Stock Issued During Period, Shares, Warrant Exercised | 16,543,539 |
Stock Grants to Employees - Add
Stock Grants to Employees - Additional Information (Detail) - USD ($) $ in Millions | Jul. 31, 2020 | Jan. 28, 2020 | Aug. 31, 2020 | Jun. 29, 2020 | May 31, 2020 |
Common stock, shares issued | 570,325,000 | 4,000,000 | 519,261,000 | ||
Nader Pourhassan [Member] | |||||
Common stock, shares issued | 323,157 | ||||
Shares paid for tax witholding For Share Based Compensation | 156,570 | ||||
Share based compensation expense | $ 1.6 | ||||
Performance Shares [Member] | Directors And Officers [Member] | |||||
Shares issued under compensation plan | 11,650,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Employee Savings Plan - USD ($) | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Qualified non-elective contribution | 3.00% | |
Qualified non-elective contribution expense | $ 173,000 | $ 26,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 07, 2019 | Sep. 30, 2019 | Sep. 12, 2019 | Aug. 31, 2020 | Nov. 30, 2019 | Jul. 31, 2019 | Jun. 12, 2019 |
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants, per share | $ 0.45 | ||||||
Stock options, term | 10 years | 10 years | |||||
Percentage of Shares Issuable Upon Exercise Of Original Warrants | 50.00% | ||||||
Convertible note, aggregate principal | $ 15,000,000 | ||||||
Convertible Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants to purchase common shares, shares | 4,750,000 | ||||||
Convertible note, aggregate principal | 17,100,000 | ||||||
Two Thousand And Nineteen Short Term Convertible Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible note, aggregate principal | $ 200,000 | $ 5,500,000 | $ 200,000 | ||||
DrKelly [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants, per share | $ 0.40 | ||||||
Stock options aggregate awarded 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 options aggregate awarded 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] | 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 | ||||||
DrWelch [Member] | Two Thousand And Nineteen Short Term Convertible Notes [Member] | Tranche Two [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued but unpaid interest | 75,343 | ||||||
Convertible note, aggregate principal | $ 1,000,000 | ||||||
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 | ||||||
DrKelly And DrWelch [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock options aggregate awarded shares | 1,375,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 01, 2020 | Sep. 30, 2020 | Sep. 03, 2020 | Aug. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Sep. 21, 2020 | Jul. 27, 2020 | May 22, 2019 | Aug. 24, 2017 | Mar. 31, 2016 | Feb. 28, 2015 |
Subsequent Event [Line Items] | |||||||||||||
Proceeds from Stock Options Exercised | $ 39,000 | ||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 9,537,500 | ||||||||||||
Convertible note, redeemed amount | $ 4,476,000 | ||||||||||||
2012 Equity Incentive Plan | After Amendment | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares available for future issuance | 25,000,000 | 25,000,000 | |||||||||||
2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage Of Increase In Shares Issued On Proportion Of Outstanding Capital Stock On Last Day Of Each Fiscal Year | 1.00% | ||||||||||||
Employee Stock Option [Member] | 2012 Equity Incentive Plan | After Amendment | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares available for future issuance | 25,000,000 | 25,000,000 | 25,000,000 | 15,000,000 | 7,000,000 | 5,000,000 | |||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock options with an exercise prices | $ 1.35 | ||||||||||||
Stock options with an exercise prices | $ 0.50 | ||||||||||||
Subsequent Event | Excercise Of Warrants And Options [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares issued during the period exercise of warrants and options | 818,241 | ||||||||||||
Proceeds from Stock Options Exercised | $ 600,000 | ||||||||||||
Subsequent Event | 2012 Equity Incentive Plan | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares available for future issuance | 50,000,000 | 50,000,000 | |||||||||||
Subsequent Event | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares available for future issuance | 50,000,000 | 50,000,000 | |||||||||||
Share based compensation by share based payment arrangement restricted stock awards granted | 1,120,000 | ||||||||||||
Percentage Of Increase In Shares Issued On Proportion Of Outstanding Capital Stock On Last Day Of Each Fiscal Year | 1.00% | ||||||||||||
Subsequent Event | Stock Compensation Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 100,000 | ||||||||||||
Subsequent Event | Restricted Stock Units (RSUs) | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of stock options granted | $ 3.12 | ||||||||||||
Subsequent Event | March 2020 Long Term Convertible Notes [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Outstanding balance of convertible note including accrued unpaid interest | $ 7,300,000 | ||||||||||||
Convertible note, redeemed amount | $ 950,000 | ||||||||||||
Subsequent Event | Maximum [Member] | Stock Compensation Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock option granted, exercise price | $ 3.88 | ||||||||||||
Subsequent Event | Minimum [Member] | Stock Compensation Plan [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock option granted, exercise price | $ 3.41 | ||||||||||||
Subsequent Event | Common Stock | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share based compensation by share based payment arrangement restricted stock awards granted | 4,350,000 | ||||||||||||
Subsequent Event | Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares issued during the period exercise of warrants and options | 822,895 | ||||||||||||
Subsequent Event | Executive Officer | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 3,350,000 | ||||||||||||
Subsequent Event | Executive Officer | Employee Stock Option [Member] | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share based compensation by share based payment arrangement vesting period | 3 years | ||||||||||||
Exercise price of stock options granted | $ 3.12 | ||||||||||||
Subsequent Event | Executive Officer | Restricted Stock Units (RSUs) | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share based compensation by share based payment arrangement vesting period | 3 years | ||||||||||||
Subsequent Event | Director One | Employee Stock Option [Member] | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 168,750 | ||||||||||||
Subsequent Event | Director Two | Employee Stock Option [Member] | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 168,750 | ||||||||||||
Subsequent Event | Director Three | Employee Stock Option [Member] | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 168,750 | ||||||||||||
Subsequent Event | Director | Employee Stock Option [Member] | 2012 Incentive Plan Amended And Restated | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | 506,250 | ||||||||||||
Exercise price of stock options granted | $ 6.15 |