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Document And Entity Information (USD $)
12 Months Ended
May 31, 2013
Aug. 27, 2013
Nov. 30, 2012
Document Information [Line Items]
Document Type 10-K
Amendment Flag false
Document Period End Date May 31, 2013
Document Fiscal Year Focus 2013
Document Fiscal Period Focus FY
Trading Symbol PRTX
Entity Common Stock, Shares Outstanding 28,296,180
Entity Registrant Name PROTALEX INC
Entity Central Index Key 0001099215
Current Fiscal Year End Date --05-31
Entity Well-known Seasoned Issuer No
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Filer Category Smaller Reporting Company
Entity Public Float $ 7,416,405
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BALANCE SHEETS (USD $)
May 31, 2013
May 31, 2012
CURRENT ASSETS:
Cash and cash equivalents $ 2,457,046 $ 190,395
Prepaid expenses 42,320 42,679
Total current assets 2,499,366 233,074
OTHER ASSETS:
Intellectual technology property, net of accumulated amortization of $13,068 and $12,048 as of May 31, 2013 and May 31, 2012, respectively 6,467 7,487
Total other assets 6,467 7,487
Total Assets 2,505,833 240,561
CURRENT LIABILITIES:
Accounts payable 671,738 182,861
Accrued expenses 62,517 576,733
Current portion - long term debt- related party 4,210,833 1,594,498
Total current liabilities 4,945,088 2,354,092
LONG TERM LIABILITIES:
Senior Secured Note - related party 6,000,000 1,000,000
Senior Secured Note Accrued Interest - related party 57,616 10,083
Total liabilities 11,002,704 3,364,175
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $0.00001, 1,000,000 shares authorized; none issued and outstanding 0 0
Common stock, par value $0.00001, 100,000,000 shares authorized; 18,926,615 and 18,926,615 shares issued and outstanding, respectively 189 189
Additional paid in capital 53,237,993 52,331,016
Deficit accumulated during the development stage (61,735,053) (55,454,819)
Total stockholders’ equity (deficit) (8,496,871) (3,123,614)
Total liabilities and stockholders’ equity (deficit) $ 2,505,833 $ 240,561
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BALANCE SHEETS (Parenthetical) (USD $)
May 31, 2013
May 31, 2012
Intellectual technology property, accumulated amortization $ 13,068 $ 12,048
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 18,926,615 18,926,615
Common stock, shares outstanding 18,926,615 18,926,615
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STATEMENTS OF OPERATIONS (USD $)
12 Months Ended 164 Months Ended
May 31, 2013
May 31, 2012
May 31, 2013
Revenues $ 0 $ 0 $ 0
Operating Expenses
Research and development (including depreciation and amortization) 3,833,401 1,900,001 36,375,494
Administrative (including depreciation and amortization) 1,345,152 1,291,867 19,814,435
Professional fees 440,751 309,696 5,071,602
Depreciation and amortization 1,020 1,020 182,966
Operating loss (5,620,324) (3,502,584) (61,444,497)
Other income (expense)
Interest income 3,956 1,607 2,211,846
Interest expense (663,866) (943,607) (2,502,402)
Net loss $ (6,280,234) $ (4,444,584) $ (61,735,053)
Weighted average number of common shares outstanding 18,926,615 18,926,615
Loss per common share - basic and diluted $ (0.33) $ (0.23)
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STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $)
9 Months Ended 12 Months Ended 164 Months Ended
May 31, 2000
May 31, 2013
May 31, 2012
May 31, 2011
May 31, 2010
May 31, 2009
May 31, 2008
May 31, 2007
May 31, 2006
May 31, 2005
May 31, 2004
May 31, 2003
May 31, 2002
May 31, 2001
May 31, 2013
August 13, 2001 - Contribution by stockholders $ 143,569   
Record beneficial conversion value attached to senior secured convertible debt 1,616,667 521,793
Warrants exercised 300,374 786,538
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 0
Purchase of common stock from stockholder (8,333) (91,667)
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share (in shares)   
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share 300
June 1, 2006 - May 31, 2007 - stock options exercised (in shares) 0 0
June 1, 2006 - May 31, 2007 - stock options exercised 15,200
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization (250,000)   
Common stock issued 1,037,500 2,000,000 1,102,000 425,000
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 (300,000)
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts 0
May 31, 2004 - reclassify common stock contra to common stock 0
November 26, 2001 - options issued to board member 133,000
May 31, 2001 - forgiveness of debt owed to stockholder 40,000
Net loss (250,689) (6,280,234) (4,444,584) (3,357,882) (3,067,842) (7,230,206) (10,490,758) (8,451,942) (6,104,402) (5,567,729) (2,989,364) (1,665,090) (1,280,465) (553,866) (61,735,053)
Ending balance 346,655 (8,496,871) (3,123,614) 491,826 1,070,819 1,281,127 7,758,065 17,237,798 9,329,595 8,606,813 8,996,388 243,570 355,893 257,789 (8,496,871)
Employee
November 30, 2004 - adjust March 1, 2004 common stock issued to employee (20,000)
Board Members, Employees and Consultants
Share based compensation 753,268 1,011,025 1,826,850
Compensation related to stock options issued 404,679 308,711 448,096 287,343
Private Placement
Common stock issued 14,217,721
Employees and Debt Holders
Share based compensation 906,977 829,144 124,722 335,741
Issuance During Period 1st
Common stock issued 25,000 1,263,000
Issuance During Period 1st | President
Common stock issued 16,418
Issuance During Period 1st | Employee
Common stock issued 100,000 38,250
Issuance During Period 2nd
Common stock issued 165,400
Issuance During Period 2nd | President
Common stock issued 82,841
Issuance During Period 2nd | Employee
Common stock issued 25,000
Issuance During Period 2nd | Private Placement
Common stock issued 4,851,193 11,356,063
Issuance During Period 3rd | Legal Service
Common stock issued 15,000
Issuance During Period 3rd | Employee
Common stock issued 11,250
Issuance During Period 3rd | Private Placement
Common stock issued 5,510,967
Issuance During Period 3rd | Terminated Employee
Common stock issued 102,438
Issuance During Period 4th
Common stock issued 640,000
Issuance During Period 4th | Employee
Common stock issued 127,500
Issuance During Period 5th | Interest Due
Common stock issued 1,644
Common Stock
August 13, 2001 - Contribution by stockholders 0   
August 13, 2001 - Contribution by stockholders (in shares) 0
Record beneficial conversion value attached to senior secured convertible debt 0 0
Warrants exercised (in shares) 26,700 70,320
Warrants exercised 0 1
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 (14,702,070)
Purchase of common stock from stockholder (in shares) (2,419) (26,191)
Purchase of common stock from stockholder (8,333) (91,667)
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share (in shares) 2,000
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share 300
June 1, 2006 - May 31, 2007 - stock options exercised (in shares) 1,200
June 1, 2006 - May 31, 2007 - stock options exercised 0
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 (in shares) (598,961)
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization (In Shares) 0
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization 0
Common stock issued (in shares) 4,510,870 8,695,652 176,320 85,000
Common stock issued 45 87 1,102,000 425,000
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 (300,000)
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts (in shares) 1,794,493
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts 118,547
May 31, 2004 - reclassify common stock contra to common stock (in shares) 0
May 31, 2004 - reclassify common stock contra to common stock (368,547)
November 26, 2001 - options issued to board member 0
May 31, 2001 - Forgiveness of debt owed to stockholder (in shares) 0
May 31, 2001 - forgiveness of debt owed to stockholder 0
Net loss 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Ending balance (in shares) 2,036,728 18,926,615 18,926,615 18,926,615 14,415,745 5,720,093 5,720,093 5,720,093 4,477,990 3,878,644 3,356,887 2,449,591 2,298,048 2,121,728 18,926,615
Ending balance 965,891 189 189 189 144 57 57 57 45 39 14,683,854 3,758,315 2,492,891 1,390,891 189
Common Stock | Employee
November 30, 2004 - adjust March 1, 2004 common stock issued to employee (in shares) 0
November 30, 2004 - adjust March 1, 2004 common stock issued to employee (20,000)
Common Stock | Board Members, Employees and Consultants
Share based compensation (in shares) 0 0 0
Share based compensation 0 0 0
Compensation related to stock options issued 0 0 0 0
Common Stock | Private Placement
Common stock issued (in shares) 1,214,203
Common stock issued 12
Common Stock | Employees and Debt Holders
Share based compensation (in shares) 0 0 0 0
Share based compensation 0 0 0 0
Common Stock | Issuance During Period 1st
Common stock issued (in shares) 17 168,400
Common stock issued 25,000 1,263,000
Common Stock | Issuance During Period 1st | President
Common stock issued (in shares) 1,667
Common stock issued 16,418
Common Stock | Issuance During Period 1st | Employee
Common stock issued (in shares) 8,000 3,000
Common stock issued 0 38,250
Common Stock | Issuance During Period 2nd
Common stock issued (in shares) 91,889
Common stock issued 165,400
Common Stock | Issuance During Period 2nd | President
Common stock issued (in shares) 8,334
Common stock issued 82,841
Common Stock | Issuance During Period 2nd | Employee
Common stock issued (in shares) 2,000
Common stock issued 0
Common Stock | Issuance During Period 2nd | Private Placement
Common stock issued (in shares) 518,757 1,489,129
Common stock issued 5 11,356,063
Common Stock | Issuance During Period 3rd | Legal Service
Common stock issued (in shares) 20,000
Common stock issued 15,000
Common Stock | Issuance During Period 3rd | Employee
Common stock issued (in shares) 1,000
Common stock issued 11,250
Common Stock | Issuance During Period 3rd | Private Placement
Common stock issued (in shares) 519,026
Common stock issued 5
Common Stock | Issuance During Period 3rd | Terminated Employee
Common stock issued (in shares) 7,880
Common stock issued 102,438
Common Stock | Issuance During Period 4th
Common stock issued (in shares) 128,000
Common stock issued 640,000
Common Stock | Issuance During Period 4th | Employee
Common stock issued (in shares) 10,000
Common stock issued 127,500
Common Stock | Issuance During Period 5th | Interest Due
Common stock issued (in shares) 329
Common stock issued 1,644
Additional Paid in Capital
August 13, 2001 - Contribution by stockholders 143,569
Record beneficial conversion value attached to senior secured convertible debt 1,616,667 521,793
Warrants exercised 300,374 786,537
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 14,702,070
Purchase of common stock from stockholder 0 0
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share 0
June 1, 2006 - May 31, 2007 - stock options exercised 15,200
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization 0
Common stock issued 1,037,455 1,999,913 0 0
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 0
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts 0
May 31, 2004 - reclassify common stock contra to common stock 0
November 26, 2001 - options issued to board member 133,000
May 31, 2001 - forgiveness of debt owed to stockholder 40,000
Net loss 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Ending balance 0 53,237,993 52,331,016 51,501,872 48,723,028 45,865,581 45,112,313 44,101,288 27,741,155 20,913,977 1,052,008 603,912 316,569 40,000 53,237,993
Additional Paid in Capital | Employee
November 30, 2004 - adjust March 1, 2004 common stock issued to employee 0
Additional Paid in Capital | Board Members, Employees and Consultants
Share based compensation 753,268 1,011,025 1,826,850
Compensation related to stock options issued 404,679 308,711 448,096 287,343
Additional Paid in Capital | Private Placement
Common stock issued 14,217,709
Additional Paid in Capital | Employees and Debt Holders
Share based compensation 906,977 829,144 124,722 335,741
Additional Paid in Capital | Issuance During Period 1st
Common stock issued 0 0
Additional Paid in Capital | Issuance During Period 1st | President
Common stock issued 0
Additional Paid in Capital | Issuance During Period 1st | Employee
Common stock issued 100,000 0
Additional Paid in Capital | Issuance During Period 2nd
Common stock issued 0
Additional Paid in Capital | Issuance During Period 2nd | President
Common stock issued 0
Additional Paid in Capital | Issuance During Period 2nd | Employee
Common stock issued 25,000
Additional Paid in Capital | Issuance During Period 2nd | Private Placement
Common stock issued 4,851,188 0
Additional Paid in Capital | Issuance During Period 3rd | Legal Service
Common stock issued 0
Additional Paid in Capital | Issuance During Period 3rd | Employee
Common stock issued 0
Additional Paid in Capital | Issuance During Period 3rd | Private Placement
Common stock issued 5,510,962
Additional Paid in Capital | Issuance During Period 3rd | Terminated Employee
Common stock issued 0
Additional Paid in Capital | Issuance During Period 4th
Common stock issued 0
Additional Paid in Capital | Issuance During Period 4th | Employee
Common stock issued 0
Additional Paid in Capital | Issuance During Period 5th | Interest Due
Common stock issued 0
Common Stock- Contra
August 13, 2001 - Contribution by stockholders 0
Record beneficial conversion value attached to senior secured convertible debt 0 0
Warrants exercised 0 0
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 0
Purchase of common stock from stockholder 0 0
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share 0
June 1, 2006 - May 31, 2007 - stock options exercised 0
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization (250,000)
Common stock issued 0 0 0 0
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 0
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts (118,547)
May 31, 2004 - reclassify common stock contra to common stock 368,547
November 26, 2001 - options issued to board member 0
May 31, 2001 - forgiveness of debt owed to stockholder 0
Net loss 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Ending balance (368,547) 0 0 0 0 0 0 0 0 0 0 (368,547) (368,547) (368,547) 0
Common Stock- Contra | Employee
November 30, 2004 - adjust March 1, 2004 common stock issued to employee 0
Common Stock- Contra | Board Members, Employees and Consultants
Share based compensation 0 0 0
Compensation related to stock options issued 0 0 0 0
Common Stock- Contra | Private Placement
Common stock issued 0
Common Stock- Contra | Employees and Debt Holders
Share based compensation 0 0 0 0
Common Stock- Contra | Issuance During Period 1st
Common stock issued 0 0
Common Stock- Contra | Issuance During Period 1st | President
Common stock issued 0
Common Stock- Contra | Issuance During Period 1st | Employee
Common stock issued 0 0
Common Stock- Contra | Issuance During Period 2nd
Common stock issued 0
Common Stock- Contra | Issuance During Period 2nd | President
Common stock issued 0
Common Stock- Contra | Issuance During Period 2nd | Employee
Common stock issued 0
Common Stock- Contra | Issuance During Period 2nd | Private Placement
Common stock issued 0 0
Common Stock- Contra | Issuance During Period 3rd | Legal Service
Common stock issued 0
Common Stock- Contra | Issuance During Period 3rd | Employee
Common stock issued 0
Common Stock- Contra | Issuance During Period 3rd | Private Placement
Common stock issued 0
Common Stock- Contra | Issuance During Period 3rd | Terminated Employee
Common stock issued 0
Common Stock- Contra | Issuance During Period 4th
Common stock issued 0
Common Stock- Contra | Issuance During Period 4th | Employee
Common stock issued 0
Common Stock- Contra | Issuance During Period 5th | Interest Due
Common stock issued 0
Deficit Accumulated During The Development Stage
August 13, 2001 - Contribution by stockholders 0
Record beneficial conversion value attached to senior secured convertible debt 0 0
Warrants exercised 0 0
February 28, 2005 - reclass par value for reincorporation into DE as of 12/1/04 0
Purchase of common stock from stockholder 0 0
September 17, 1999 - initial issuance of 2,000 shares for intellectual technology license at $.15 per share 0
June 1, 2006 - May 31, 2007 - stock options exercised 0
September 30, 1999 - cost of public shell acquisition over net assets acquired to be accounted for as a Recapitalization 0
Common stock issued 0 0 0 0
September 19, 2003 - repurchase and retired 598,961 shares for $300,000 0
November 15, 1999 - reverse merger transaction with Enerdyne Corporation, net transaction amounts 0
May 31, 2004 - reclassify common stock contra to common stock 0
November 26, 2001 - options issued to board member 0
May 31, 2001 - forgiveness of debt owed to stockholder 0
Net loss (250,689) (6,280,234) (4,444,584) (3,357,882) (3,067,842) (7,230,206) (10,490,758) (8,451,942) (6,104,402) (5,567,729) (2,989,364) (1,665,090) (1,280,465) (553,866)
Ending balance (250,689) (61,735,053) (55,454,819) (51,010,235) (47,652,353) (44,584,511) (37,354,305) (26,863,547) (18,411,605) (12,307,203) (6,739,474) (3,750,110) (2,085,020) (804,555) (61,735,053)
Deficit Accumulated During The Development Stage | Employee
November 30, 2004 - adjust March 1, 2004 common stock issued to employee 0
Deficit Accumulated During The Development Stage | Board Members, Employees and Consultants
Share based compensation 0 0 0
Compensation related to stock options issued 0 0 0 0
Deficit Accumulated During The Development Stage | Private Placement
Common stock issued 0
Deficit Accumulated During The Development Stage | Employees and Debt Holders
Share based compensation 0 0 0 0
Deficit Accumulated During The Development Stage | Issuance During Period 1st
Common stock issued 0 0
Deficit Accumulated During The Development Stage | Issuance During Period 1st | President
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 1st | Employee
Common stock issued 0 0
Deficit Accumulated During The Development Stage | Issuance During Period 2nd
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 2nd | President
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 2nd | Employee
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 2nd | Private Placement
Common stock issued 0 0
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Legal Service
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Employee
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Private Placement
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 3rd | Terminated Employee
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 4th
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 4th | Employee
Common stock issued 0
Deficit Accumulated During The Development Stage | Issuance During Period 5th | Interest Due
Common stock issued $ 0
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STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) (USD $)
9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
May 31, 2000
May 31, 2011
May 31, 2010
May 31, 2004
May 31, 2003
May 31, 2002
May 31, 2001
May 31, 2000
Issuance During Period 1st
May 31, 2003
Issuance During Period 1st
May 31, 2000
Issuance During Period 2nd
May 31, 2000
Issuance During Period 4th
May 31, 2000
Legal Service
Issuance During Period 3rd
May 31, 2000
Interest Due
Issuance During Period 5th
May 31, 2004
President
Issuance During Period 1st
May 31, 2005
President
Issuance During Period 2nd
May 31, 2003
President
Issuance During Period 2nd
May 31, 2006
Employee
Issuance During Period 1st
May 31, 2006
Employee
Issuance During Period 2nd
May 31, 2005
Employee
Issuance During Period 2nd
May 31, 2003
Employee
Issuance During Period 3rd
May 31, 2004
Employee
Issuance During Period 4th
May 31, 2007
Private Placement
May 31, 2004
Private Placement
Issuance During Period 2nd
May 31, 2006
Private Placement
Issuance During Period 3rd
May 31, 2004
Terminated Employee
Issuance During Period 3rd
Common Stock issued, per share $ 0.15 $ 0.23 $ 6.25 $ 5 $ 7.5 $ 1.8 $ 5 $ 9.75 $ 12.75 $ 12.75 $ 12.5 $ 8.5 $ 11.25 $ 13
Common Stock issued, issuance start date Nov 18, 1999 May 1, 2000 Jan 15, 2003 May 14, 2003
Common Stock issued, issuance date Sep 17, 1999 Feb 11, 2011 Nov 11, 2009 Nov 7, 2001 Dec 7, 2000 Oct 27, 1999 Jul 5, 2002 Jan 1, 2000 May 27, 2000 Jun 15, 2003 May 25, 2005 Aug 23, 2005 Oct 19, 2005 Jan 13, 2005 Mar 1, 2004 Jul 7, 2006 Sep 18, 2003 Dec 30, 2005 Dec 12, 2003
Common Stock issued, issuance end date Feb 7, 2000 May 27, 2000 May 15, 2003
Common stock shares repurchased, per share $ 3.5
Common stock shares repurchased, start date Jul 1, 2002
Common stock shares repurchased, end date May 1, 2003
Common stock shares repurchased, date Jun 15, 2003
Common stock shares repurchased and retired, date Sep 19, 2003
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STATEMENTS OF CASH FLOWS (USD $)
12 Months Ended 164 Months Ended
May 31, 2013
May 31, 2012
May 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,280,234) $ (4,444,584) $ (61,735,053)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities
(Gain) on disposal of equipment, net 0 0 (81,544)
Depreciation and amortization 1,020 934,544 1,971,143
Equity based expense 906,977 829,144 8,593,971
(Increase)/decrease in:
Prepaid expenses and deposits 360 (4,239) (50,310)
Increase/(decrease) in:
Accounts payable and accrued expenses 638,528 333,505 1,408,205
Net cash and cash equivalents used in operating activities (4,733,349) (2,351,630) (49,893,588)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of intellectual technology license - fee portion 0 0 (20,000)
Refund of security deposits 0 0 7,990
Acquisition of equipment 0 0 (905,936)
Excess of amounts paid for public shell over assets acquired to be accounted for as a recapitalization 0 0 (250,000)
Proceeds from disposal of equipment 0 0 229,135
Net cash and cash equivalents used in investing activities 0 0 (938,811)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issuance, including options and warrants exercised 0 0 42,658,458
Principal payment on equipment notes payable and capital leases 0 0 (295,411)
Contribution by stockholders 0 0 183,569
Principal payment on note payable to individuals 0 0 (225,717)
Issuance of note payable to individuals 7,000,000 1,000,000 11,368,546
Acquisition of common stock 0 0 (400,000)
Net cash and cash equivalents provided by financing activities 7,000,000 1,000,000 53,289,445
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 2,266,651 (1,351,630) 2,457,046
Cash and cash equivalents, beginning 190,395 1,542,025 0
Cash and cash equivalents, ending 2,457,046 190,395 2,457,046
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid 0 0 66,770
Taxes paid 0 0 100
NON-CASH FINANCING ACTIVITIES:
Conversion of debt to equity $ 0 $ 0 $ 1,037,500
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ORGANIZATION AND BUSINESS ACTIVITIES
12 Months Ended
May 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS ACTIVITIES
1.       ORGANIZATION AND BUSINESS ACTIVITIES
 
The Company is a development stage company focused on the development of a class of biopharmaceutical drugs for treating autoimmune inflammatory diseases including rheumatoid arthritis(RA).  Its lead product, PRTX-100, is a formulation of highly-purified form of staphylococcal protein A, which is an immune modulating protein produced by bacteria. 
 
The Company maintains an administrative office in Summit, New Jersey and currently outsources all of its product development and regulatory activities, including clinical trial activities, manufacturing and laboratory operations to third-party contract research organizations and facilities.
 
In April 2009, the Company ceased all operations and terminated all employees in light of insufficient funds to continue its clinical trials and related product development.  The Company’s business was dormant until new management took control of its operations in November 2009 following the change in control transaction more fully described below.  The Company is currently actively pursuing the commercial development of PRTX-100 for the treatment of RA.
 
On December 8, 2010, the Company effected a reverse stock split of the outstanding shares of its common stock, with par value of $0.00001 per share (“Common Stock”), on the basis of one share of Common Stock for each five shares of Common Stock outstanding.  Unless otherwise noted, all references in these financial statements and notes to financial statements to number of shares, price per share and weighted average number of shares outstanding of Common Stock prior to this reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis.
 
PRTX-100 has demonstrated effectiveness in animal models of autoimmune diseases as well as demonstrated activity on cultured human immune cells at very low concentrations, although the effectiveness of PRTX-100 shown in pre-clinical studies using animal models may not be predictive of the results that the Company would see in future human clinical trials.  The Company does not anticipate generating operating revenue for the foreseeable future and does not currently have any products that are marketable.
 
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The ability of the Company to continue as a going concern is dependent upon developing products that are regulatory approved and market accepted. There is no assurance that these plans will be realized in whole or in part. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
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CHANGE OF OWNERSHIP TRANSACTION
12 Months Ended
May 31, 2013
Working Capital Information [Abstract]
CHANGE OF OWNERSHIP TRANSACTION
2. CHANGE OF OWNERSHIP TRANSACTION
 
On November 11, 2009 (the “Effective Date”), the Company consummated a financing transaction (the “Financing”) in which it raised $3,000,000 of working capital pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”).  Pursuant to the Purchase Agreement, the Company issued to Niobe (i) 8,695,652 restricted shares of Common Stock at a purchase price of $0.23 per share (or $2 million in the aggregate) and (ii) a senior secured convertible promissory note in the principal amount of $1 million convertible into shares of Common Stock at an initial conversion price equal to $0.23 per share (the “$1 Million Secured Note”).  On February 11, 2011, Niobe converted the $1 Million Secured Note, including $37,500 of accrued interest thereon, into 4,510,870 shares of Common Stock. 
 
On February 11, 2011, for the purpose of providing the Company with additional working capital, pursuant to an existing Credit Facility Agreement dated as of December 2, 2009 (the “Facility”) with Niobe, the Company issued to Niobe a senior secured convertible promissory note in the principal amount of $2 million (the “$2 Million Secured Convertible Note”).  The $2 Million Secured Convertible Note provided for conversion of interest and principal into shares of the Company’s Common Stock at a conversion price of $0.23 per share, bore interest at a rate of 3% per annum and had a maturity date of December 31, 2013.  The original maturity was December 31, 2012 but in December 2012 Niobe agreed, for no consideration, to extend the maturity date to December 31, 2013.
 
       The $2 Million Secured Convertible Note was convertible at any time, by the holder, subject only to the requirement that the Company have sufficient authorized shares of Common Stock after taking into account all outstanding shares of Common Stock and the maximum number of shares issuable under all issued and outstanding convertible securities.  In addition, the $2 Million Secured Convertible Note would automatically be converted if the Company undertake certain Fundamental Transactions, as defined in the $2 Million Secured Convertible Note, (such as a merger, sale of all of the Company’s assets, exchange or tender offer, or reclassification of our stock or compulsory exchange).  The $2 Million Secured Convertible Note also provided for the adjustment of the conversion price in the event of stock dividends and stock splits, and provides for acceleration of maturity, at the holder’s option, upon an event of default, as defined in the $2 Million Secured Convertible Note.
 
On February 1, 2012, the Company raised $1,000,000 of working capital pursuant to a loan from Niobe.  The Company issued to Niobe a secured promissory note in the principal amount of $1,000,000 (the “February 2012 Secured Note”).  The February 2012 Secured Note bears interest at a rate of 3% per annum and matures on February 1, 2014.
 
On June 5, 2012, the Company raised an additional $1,000,000 of working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on May 31, 2014 (the “June 2012 Secured Note”). 
 
On October 1, 2012, the Company raised $800,000 of additional working capital pursuant to loans from Niobe and issued to Niobe secured promissory notes in the principal amount of $800,000, which bear interest at a rate of 3% per annum and matures on October 1, 2014 (the “October 2012 Secured Note”). 
 
On December 3, 2012, the Company raised $700,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $700,000, which bears interest at a rate of 3% per annum and matures on October 1, 2014 (the “December 2012 Secured Note”). 
 
Collectively, the February 2012 Secured Note, the June 2012 Secured Note, the October 2012 Secured Note and the December 2012 Secured Note are hereinafter referred to as the “2012 Secured Notes.” 
 
On January 18, 2013, the Company raised $2,500,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,500,000, which bears interest at a rate of 3% per annum and matures on January 15, 2015 (the “January 2013 Secured Note”). 
 
On May 13, 2013, the Company raised $2,000,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,000,000, which bears interest at a rate of 3% per annum and matures on May 13, 2015 (the “May 2013 Secured Note”).
 
Collectively, the January 2013 Secured Note and the May 2013 Secured Note are hereinafter referred to as the “2013 Secured Notes.”
 
Collectively, the 2012 Secured Notes and the 2013 Secured Notes represent a total of $8,000,000 in principal amount of loans from Niobe and are hereinafter referred to as the “Secured Notes.”
 
Payment of the principal and accrued interest on the Secured Notes will, at Niobe’s election, automatically become immediately due and payable if the Company undertakes certain Fundamental Transactions or upon an Event of Default, both as defined in the Secured Notes.
 
The Company’s obligations under the Secured Notes and the Secured Notes are secured by a security agreement granting Niobe a security interest in substantially all of its personal property and assets, including its intellectual property.   
 
All of the securities issued in the aforementioned financings were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(6) and Rule 506 of Regulation D thereof.  The offer, sale and issuance of such securities were made without general solicitation or advertising.  The securities were offered and issued only to “accredited investors” as such term is defined in Rule 501 under the Act.
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GOING CONCERN
12 Months Ended
May 31, 2013
Going Concern Disclosure [Abstract]
GOING CONCERN
3.       GOING CONCERN
 
Since inception, the Company has incurred an accumulated deficit of $61,735,053 through May 31, 2013. For the years ended May 31, 2013 and 2012, the Company had net losses of $6,280,234 and $4,444,584, respectively.  The Company has used $4,733,349 and $2,351,630 of cash in operating activities for the years ended May 31 2013 and 2012, respectively.  As of May 31, 2013, the Company had cash and cash equivalents of $2,457,046 and negative net working capital of $2,445,722. The Company has incurred negative cash flow from operating activities since its inception.   The Company has spent, and subject to obtaining additional financing, expects to continue to spend, substantial amounts in connection with executing its business strategy, including continued development efforts relating to PRTX-100. 
 
The Company has no significant payments due on long-term obligations.  However, the Company anticipates entering into significant contracts to perform product manufacturing and clinical trials in fiscal year 2013 and that it will need to raise additional capital to fund the ongoing FDA approval process. If the Company is unable to obtain approval of its future IND applications or otherwise advance in the FDA approval process, its ability to sustain its operations would be significantly jeopardized.
 
The most likely sources of additional financing include the private sale of the Company’s equity or debt securities. Additional capital that is required by the Company may not be available on reasonable terms, or at all.
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BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
May 31, 2013
Accounting Policies [Abstract]
BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4.       BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions affecting the reported amounts of assets, liabilities, and expense, and the disclosure of contingent assets and liabilities. Estimated amounts could differ from actual results.
 
Loss per Common Share
 
The Financial Accounting Standards Board (FASB) has issued accounting guidance “Earnings Per Share” that provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share include no dilution and is computed by dividing the loss to common stockholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future. As of May 31, 2013 and 2012, the Company had a total of 3,057,543 and 2,268,927, respectively, of potentially dilutive securities comprised solely of stock options.
 
Share-Based Compensation
 
The Company adopted the FASB accounting guidance for share based payment transactions.  This standard requires the Company to measure the cost of employee services received in exchange for equity share options granted based on the grant-date fair value of the options.  The cost is recognized as compensation expense over the vesting period of the options.   The compensation cost included in operating expenses was $906,977 and $829,144 for the years ended May 31, 2013 and 2012, respectively and included both the compensation cost of stock options granted prior to but not yet vested as of June 1, 2006 and compensation cost for all options granted subsequent to May 31, 2006.    No tax benefit was recorded as of May 31, 2013 in connection with these compensation costs due to the uncertainty regarding ultimate realization of certain net operating loss carry forwards. 
 
The Board adopted and the stockholders approved the 2003 Stock Option Plan on October 2003 and it was amended in October 2005. The plan was adopted to recognize the contributions made by the Company’s employees, officers, consultants, and directors, to provide those individuals with additional incentive to devote themselves to the Company’s future success, and to improve the Company’s ability to attract, retain and motivate individuals upon whom the Company’s growth and financial success depends. Under the plan, stock options may be granted as approved by the Board or the Compensation Committee. There are 900,000 shares reserved for grants of options under the plan, of which 77,000 have been issued and 800 were exercised. The Company has issued 2,980,543 stock options as stand-alone grants, of which 400 were exercised. Stock options vest pursuant to individual stock option agreements. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board or the Compensation Committee) from the date of the grant. The plan will continue in effect until terminated or amended by the Board.
 
The accounting guidance requires the use of a valuation model to calculate the fair value of each stock-based award. The Company uses the Black-Scholes model to estimate the fair value of stock options granted based on the following assumptions:
 
Expected Term or Life. The expected term or life of stock options granted represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. The weighted average expected option term was determined using a combination of the “simplified method” for plain vanilla options as allowed by the accounting guidance. The “simplified method” calculates the expected term as the average of the vesting term and original contractual term of the options.
 
Expected Volatility. Expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate. Expected volatility is based on the historical daily volatility of the price of the Company’s Common Stock.  The Company estimated the expected volatility of the stock options at grant date.
 
Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of the Company’s stock-based awards.
 
As of May 31, 2013, there were 3,057,543 stock options outstanding.  At May 31, 2013, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model was approximately $351,821 (net of estimated forfeitures) and will be recognized over a weighted average period of six months.  For the year ended May 31, 2013, the Company granted 1,000,000 stock options, with a fair value of $943,450 (net of estimated forfeitures).  211,385 options expired and none were forfeited.
 
The fair value of the options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
 
 
 
Year Ended
May 31, 2013
 
 
Year Ended
May 31, 2012
 
 
From Inception
Through
May 31, 2013
 
 
Dividends per year
 
 
0
 
 
 
0
 
 
 
0
 
 
Volatility percentage
 
 
418%-426
%
 
 
97.5
%
 
 
90%-426
%
 
Risk free interest rate
 
 
2.13
%
 
 
3.47
%
 
 
2.07%-5.11
%
 
Expected life (years)
 
 
7-10
 
 
 
7-10
 
 
 
3-10
 
 
Weighted Average Fair Value
 
$
1.22
 
 
$
1.01
 
 
$
2.30
 
 
 
Cash and Cash Equivalents
 
For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 60 days or less to be cash and cash equivalents. The cash and cash equivalent deposits are not insured by The Federal Deposit Insurance Corporation (“FDIC”).
 
Intellectual Technology Property, Amortization
 
The Company’s intellectual technology property was originally licensed from a former related party. This intellectual technology property was then assigned to the Company upon the dissolution of the related party. The cost of the intellectual technology property is being amortized over a 20-year period. Amortization expense is $1,020, $1,020 and $13,068 for the years ended May 31, 2013, 2012 and from inception through May 31, 2013, respectively. The Company reviews the intellectual property for impairment on at least an annual basis in accordance with the accounting guidance for “Goodwill and Other Intangible Assets”; no impairment charge was recorded as of May 31, 2013.  Amortization expense for the intellectual property will be $1,020 for each of the next five years.
 
Income Taxes
 
Income taxes are recognized using enacted tax rates, and are composed of taxes on financial accounting income that is adjusted for the requirement of current tax law and deferred taxes. Deferred taxes are accounted for using the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company does not expect to have current income taxes payable or deferred tax asset balances for the foreseeable future.
 
The FASB accounting guidance for income taxes establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in the Company’s financial statements. On initial application, ASC 740 must be applied to all tax positions for which the statute of limitations remains open. Only tax positions that meet the more-likely-than-not recognition threshold at the adoption date will be recognized or continue to be recognized. The cumulative effect of applying this accounting guidance is to be reported as an adjustment to retained earnings at the beginning of the period in which it is adopted.
 
Research and Development
 
Research and development costs are expensed as incurred and also include depreciation as reported above.
 
Financial Instruments
 
The Company adopted FASB ASC 820-Fair Value Measurements and Disclosure or ASC 820 for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.
 
ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
 
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
 
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
 
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
 
The Company values its financial instruments as required by estimating their fair value. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
 
The Company’s financial instruments primarily consist of cash and cash equivalents, convertible debt, accounts payable and accruals.
 
Cash and cash equivalents include money market securities and commercial paper that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the fair value hierarchy.
 
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective year ends.
 
 New Accounting Pronouncements
 
Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
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INCOME TAXES
12 Months Ended
May 31, 2013
Income Tax Disclosure [Abstract]
INCOME TAXES
5.       INCOME TAXES
 
For the years ended May 31, 2013 and 2012, the components of income tax benefit (expense) consist of the following:
 
 
 
Year Ended 
May 31, 2013
 
Year Ended  
May 31, 2012
 
Current:
 
 
 
 
 
 
 
Federal
 
$
0
 
$
0
 
State
 
 
0
 
 
0
 
 
 
 
 
 
 
 
 
Deferred:
 
 
 
 
 
 
 
Federal
 
 
2,135,000
 
 
1,511,000
 
State
 
 
377,000
 
 
267,000
 
Tax credits
 
 
249,000
 
 
109,000
 
Permanent timing difference
 
 
(467,000)
 
 
(727,000)
 
Increase in valuation allowance
 
 
(2,294,000)
 
 
(1,160,000)
 
Income tax benefit
 
$
0
 
$
0
 
  
Income tax as a percentage of income for the year ended May 31, 2013 and 2012 differ from statutory federal income tax rates due to the following:
 
 
Year Ended  
May 31, 2013
 
Year Ended  
May 31, 2012
 
Statutory federal income tax rate
 
(34)
%
 
(34)
%
State income taxes, net of federal income tax impact
 
(6)
%
 
(6)
%
Change in valuation allowance
 
37
%
 
26
%
Permanent timing differences
 
7
%
 
18
%
General business credit/other
 
(4)
%
 
(2)
%
 
 
0
%
 
0
%
 
The components of the net deferred tax asset as of May 31, 2013 and 2012 are as follows:
 
 
 
May 31, 2013
 
May 31, 2012
 
Assets:
 
 
 
 
 
 
 
Net operating losses
 
$
19,810,000
 
$
17,770,000
 
Severance accrual
 
 
0
 
 
0
 
General business credit
 
 
2,355,000
 
 
2,106,000
 
Deferred tax assets
 
 
22,165,000
 
 
19,876,000
 
Liability:
 
 
 
 
 
 
 
Gross deferred tax asset
 
 
22,165,000
 
 
19,876,000
 
Less valuation allowance
 
 
(22,165,000)
 
 
(19,876,000)
 
Deferred tax asset, net of valuation allowance
 
$
0
 
$
0
 
  
The gross deferred tax assets have been fully offset by a valuation allowance since the Company cannot currently conclude that it is more likely than not that the benefits will be realized. The net operating loss carryforward for income tax purposes of approximately $49,528,000 as of May 31, 2013 expires beginning in 2021 through 2033. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control. As a result of these provisions, utilization of the NOL and tax credit carryforwards may be limited.    Most of the deferred tax asset of net operating loss carryforwards and tax credits are subject to a Section 382 and 383 limitations on the amount to be utilized in a given year.
 
The Company adopted the provisions of the FASB issued accounting guidance, Accounting for Uncertainty in Income Taxes.  Previously, the Company had accounted for tax contingencies in accordance with the FASB issued accounting guidance, Accounting for Contingencies. As required by the accounting guidance, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of May 31, 2013, the Company has no uncertain tax positions to be disclosed.
 
The Company is subject to U.S. federal income tax as well as income taxes of state jurisdiction. The Company is not currently under examination by any Federal or state jurisdiction. The federal statute of limitations and state are opened from inception forward. Management believes that the accrual for tax liabilities is adequate for all open years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. On the basis of present information, it is the opinion of the Company’s management that there are no pending assessments that will result in a material adverse effect on the Company’s financial statements over the next twelve months. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses for all periods presented. The Company has not recorded any material interest or penalties during any of the years presented.
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RELATED PARTIES
12 Months Ended
May 31, 2013
Related Party Transactions [Abstract]
RELATED PARTIES
6.       RELATED PARTIES
 
On November 11, 2009, the Company consummated a financing transaction in which it raised $3,000,000 of working capital.  Pursuant to the Purchase Agreement, the Company issued to Niobe (i) 8,695,652 restricted shares of Common Stock at a purchase price of $0.23 per share (or $2 million in the aggregate) and (ii) the Secured Note. 
 
On February 11, 2011: (i) Niobe converted the $1 Million Secured Note, including $37,500 of accrued interest thereon, into 4,510,870 shares of Common Stock; and (ii) for the purpose of providing the Company with additional working capital, pursuant to an existing Credit Facility Agreement dated as of December 2, 2009 (the “Facility”) between the Company and Niobe, the Company issued to Niobe a senior secured convertible promissory note in the principal amount of $2 million (the “$2 Million Secured Convertible Note”).  The $2 Million Secured Note is convertible into shares of Common Stock at a conversion price of $0.23 per share, for an aggregate of 8,695,652 shares of Common Stock (net of accrued interest thereon), bears interest at a rate of 3% per annum and had an original maturity date of December 31, 2012.  In December 2012, Niobe agreed, for no consideration, to extend the maturity date to December 31, 2013.
 
The $2 Million Secured Convertible Note was convertible at any time, by the holder, subject only to the requirement that we have sufficient authorized shares of Common Stock after taking into account all outstanding shares of Common Stock and the maximum number of shares issuable under all issued and outstanding convertible securities.  In addition, the $2 Million Secured Convertible Note would automatically be converted if we undertake certain Fundamental Transactions, as defined in the $2 Million Secured Convertible Note, (such as a merger, sale of all of our assets, exchange or tender offer, or reclassification of our stock or compulsory exchange).  The $2 Million Secured Convertible Note also provided for the adjustment of the conversion price in the event of stock dividends and stock splits, and provides for acceleration of maturity, at the holder’s option, upon an event of default, as defined in the $2 Million Secured Convertible Note.
 
On February 1, 2012, the Company raised $1,000,000 of working capital pursuant to a loan from Niobe.  The Company issued to Niobe a secured promissory note in the principal amount of $1,000,000 (the “February 2012 Secured Note”).  The February 2012 Secured Note bears interest at a rate of 3% per annum and matures on February 1, 2014.
 
On June 5, 2012, the Company raised an additional $1,000,000 of working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on May 31, 2014 (the “June 2012 Secured Note”). 
 
On October 1, 2012, the Company raised $800,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $800,000, which bear interest at a rate of 3% per annum and matures on October 1, 2014 (the “October 2012 Secured Note”). 
 
On December 3, 2012, the Company raised $700,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $700,000, which bears interest at a rate of 3% per annum and matures on October 1, 2014 (the “December 2012 Secured Note”). 
 
Collectively, the February 2012 Secured Note, the June 2012 Secured Note, the October 2012 Secured Note and the December 2012 Secured Note are hereinafter referred to as the “2012 Secured Notes.” 
 
On January 18, 2013, the Company raised $2,500,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,500,000, which bears interest at a rate of 3% per annum and matures on January 15, 2015 (the “January 2013 Secured Note”). 
 
On May 13, 2013, the Company raised $2,000,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,000,000, which bears interest at a rate of 3% per annum and matures on May 13, 2015 (the “May 2013 Secured Note”).
 
Collectively, the January 2013 Secured Note and the May 2013 Secured Note are hereinafter referred to as the “2013 Secured Notes.”
 
Collectively, the 2012 Secured Notes and the 2013 Secured Notes represent a total of $8,000,000 in principal amount of loans from Niobe and are hereinafter referred to as the “Secured Notes.”
 
Payment of the principal and accrued interest on the Secured Notes will, at Niobe’s election, automatically become immediately due and payable if we undertake certain Fundamental Transactions or upon an Event of Default, both as defined in the Secured Notes.
 
The Company’s obligations under the $2 Million Secured Convertible Note and the Secured Notes are secured by a security agreement granting Niobe a security interest in substantially all of the Company’s personal property and assets, including its intellectual property.   
 
All of the securities issued in the aforementioned financings were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(6) and Rule 506 of Regulation D thereof.  The offer, sale and issuance of such securities were made without general solicitation or advertising.  The securities were offered and issued only to “accredited investors” as such term is defined in Rule 501 under the Act.
 
Niobe, a majority stockholder of the Company and the holder of the Secured Notes, is controlled by the Company’s President and Director, Arnold P. Kling. 
 
During the fiscal year ended May 31, 2012, the Company issued an aggregate of 450,000 options to Mr. Doherty and Mr. Warshaw. The 450,000 options issued during the fiscal year ended May 31, 2012 have lives that range from 7.5 years to ten years with an exercise price of $1.01.  These options vested 50% upon issuance and the remainder will vest on November 1, 2012.  The 450,000 options have been valued at $392,730 for which $310,911 of compensation expense has been recorded. 
 
During the fiscal year ended May 31, 2013, the Company issued an aggregate of 350,000 options to Mr. Warshaw. The 350,000 options issued during the fiscal year ended May 31, 2013 have a ten year life with an exercise price of $1.05.  These options vested 50% upon issuance and the remainder will vest on May 22, 2014.  The 350,000 options have been valued at $329,000 for which $164,500 of compensation expense has been recorded.
 
The Company’s principal offices are located at 133 Summit Avenue, Suite 22, Summit, New Jersey which are owned by Kirk M. Warshaw, LLC (the “LLC”), an affiliated company of Kirk Warshaw, the Company’s chief financial officer.  The Company occupies its principal offices on a month to month basis.  On March 1, 2010, it began paying a monthly fee of $500 to the LLC for the use and occupancy, and administrative services, related to its principal offices.
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STOCK OPTIONS
12 Months Ended
May 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK OPTIONS
7.       STOCK OPTIONS
 
Prior to January 22, 2004, all options were issued as “stand alone” options. On January 22, 2004, the Board approved the Protalex, Inc. 2003 Stock Option Plan., and on October 25, 2005, the stockholders approved an amendment to the Protalex, Inc. 2003 Stock Option Plan to increase the authorized number of shares under the Plan from 300,000 to 900,000 which provides for incentive and non-qualified stock options to purchase a total of 900,000 shares of the Company’s Common Stock. Under the terms of the plan, incentive options may not be granted at exercise prices less than the fair market value of the Common Stock at the date of the grant and non-qualified options shall not be granted at exercise prices equal to less than 85% of the fair market value of the Common Stock at the date of the grant. Beginning January 1, 2005, all stock options are granted at fair market value. Vesting generally occurs ratably over forty eight months and is exercisable over a period no longer than ten years after the grant date. As of May 31, 2013, options to purchase 3,057,543 shares of the Company’s Common Stock were outstanding, of which 77,000 were issued and 800 were exercised under the Company’s 2003 Stock Option Plan and the remaining 2,980,543 were issued and 400 were exercised as standalone options.  As of May 31, 2013, options to purchase 2,302,543 shares of the Company’s Common Stock are exercisable.
 
The 1,000,000 options issued during the year ended May 31, 2013 are ten year options with exercise prices ranging from $1.05 to 1.39 per share.  Some of these options vested 50% upon issuance and the remainder vest on their one year anniversary. Some options vest ratably over 2 years while some vest upon the achievement of certain benchmarks.  The options issued during the year ended May 31, 2013 have been valued at $943,450 for which $591,629 of compensation expense has been recorded.  The balance of the option expense recorded during the year ended May 31, 2013 is related to options issued in prior years.
 
A summary of the Common Stock option activity for employees, directors, officers and consultants as of May 31, 2013 and for the three years then ended is as follows:
 
 
 
Shares
 
Weighted
Average Exercise
Price
 
Weighted
Average Remaining
Contractual Term
(Years)
 
Outstanding at May 31, 2011
 
1,538,927
 
$
1.99
 
3.70
 
Granted
 
750,000
 
$
1.01
 
10
 
Exercised
 
0
 
 
0
 
0
 
Forfeited
 
0
 
 
0
 
0
 
Expired
 
(20,000)
 
 
0
 
0
 
Outstanding at May 31, 2012
 
2,268,927
 
$
1.27
 
7.65
 
Granted
 
1,000,000
 
$
1.22
 
10
 
Exercised
 
0
 
 
0
 
0
 
Forfeited
 
0
 
 
 
0
 
Expired
 
(211,385)
 
$
7.52
 
0
 
Outstanding at May 31, 2013
 
3,057,542
 
$
1.09
 
8.08
 
Exercisable at May 31, 2013
 
2,332,543
 
$
1.10
 
7.60
 
 
The outstanding and exercisable stock options as of May 31, 2013 and 2012 had an intrinsic value of $351,821 and $692,902, respectively.
 
The 1,000,000 options issued during the year were issued at an exercise price that was equal to the market price at the time the options were granted.
 
The following summarizes certain information regarding stock options at May 31, 2013: 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
Exercisable
 
 
 
 
Exercise Price
Range
 
Number
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining Life
(years)
 
Number
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining Life
(years)
 
$0.00 – 1.00
 
 
1,230,543
 
$
0.44
 
 
7.07
 
 
1,230,543
 
$
0.44
 
 
7.07
 
$1.01 – 5.00
 
 
1,750,000
 
$
1.13
 
 
8.95
 
 
1,025,000
 
 
1.13
 
 
8.95
 
$5.01 – 10.00
 
 
40,000
 
$
7.50
 
 
.3
 
 
40,000
 
$
7.50
 
 
.3
 
$10.01 – 15.00
 
 
37,000
 
$
13.86
 
 
2.6
 
 
37,000
 
$
13.86
 
 
2.6
 
 
 
 
3,057,543
 
$
1.09
 
 
8.08
 
 
2,332,543
 
$
1.10
 
 
7.60
 
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SENIOR SECURED NOTE - RELATED PARTY
12 Months Ended
May 31, 2013
Senior Secured Convertible Notes
SENIOR SECURED NOTES - RELATED PARTY
8. SENIOR SECURED CONVERTIBLE NOTE - RELATED PARTY
 
On November 11, 2009, the Company issued a $1 Million Secured Note to Niobe, its majority stockholder, which is controlled by the Company’s President and Director, Arnold P. Kling.  The $1 Million Secured Note bears interest at a rate of 3% per annum and matures on November 13, 2012.  In order to secure its obligations under the $1 Million Secured Note, the Company also entered into a Security Agreement dated November 11, 2009 (the “Security Agreement”) granting Niobe a security interest in substantially all of its personal property and assets, including its intellectual property.
 
The Company evaluated the conversion feature of the $1 Million Secured Note and determined that under the accounting guidance for “Accounting for Convertible Securities with Beneficial Conversion Features” that a value should be attributed to the embedded conversion feature.  On November 11, 2009, the date of issuance of the $1 Million Secured Note, the fair market value of each of the Company’s shares was $0.35.  The Company has determined that the maximum allocation to the conversion feature should be $521,793 and will reduce the face amount of the convertible debt carried on its balance sheet.  This discount will be amortized over 36 months and will serve to increase the interest expense of the $1 Million Secured Note during its term.
 
On December 2, 2009, the Company entered into a Credit Facility Agreement dated December 2, 2009 (the “Facility”) with Niobe which will provide up to $2.0 million of additional capital in the form of secured loans from Niobe at any time prior to June 30, 2012 subject to the achievement of certain predetermined benchmarks.
 
On February 11, 2011, pursuant to the terms of the $1 Million Secured Note, Niobe exercised their right to convert the debt into equity.  As a result, the Company issued 4,510,870 shares of Common Stock to Niobe and canceled the $1 million obligation as well as $37,500 of accrued interest thereon.
 
For the purpose of providing the Company with additional working capital, on February 11, 2011, pursuant to the Credit Facility Agreement, Niobe acquired from the Company a senior secured convertible promissory note, dated February 11, 2011 (the “$2 Million Secured Convertible Note”), in the principal amount of $2,000,000, convertible into Common Stock at a conversion price equal to $0.23 per share for an aggregate of 8,695,652 shares of Common Stock (not including accrued interest thereon.)  The $2 Million Secured Convertible Note bears interest at a rate of 3% per annum and had an original maturity date of December 31, 2012.  In December 2012, Niobe agreed, for no consideration, to extend the maturity date to December 31, 2013.
 
The Company evaluated the conversion feature of the $2 Million Secured Convertible Note and determined that under the accounting guidance for “Accounting for Convertible Securities with Beneficial Conversion Features” that a value should be attributed to the embedded conversion feature.  On February 11, 2011, the date of issuance of the $2 Million Secured Convertible Note, the fair market value of each of the Company’s shares was $1.20.  The Company determined that the maximum allocation to the conversion feature should be $1,616,667 and reduced the face amount of the convertible debt carried on its balance sheet.  This discount was amortized over 22 months and served to increase the interest expense of the Secured Note during its term.  As of May 31, 2013, none of the original discount remained.
 
In connection with the Facility, on December 2, 2009, the Security Agreement securing the Company’s obligations under the $1 Million Secured Note was amended and restated to also secure any incremental obligations under the Facility (the “Amended Security Agreement”).  Pursuant to the Amended Security Agreement, Niobe has a security interest in substantially all of its personal property and assets, including its intellectual property to collateralize all amounts due to it under the Secured Note and the Facility.
 
The Amended Security Agreement was amended in connection with the Company’s issuance of the Secured Notes (as described in Note 9, below).
Senior Secured Notes
SENIOR SECURED NOTES - RELATED PARTY
9. SENIOR SECURED NOTE – RELATED PARTY
 
On February 1, 2012, the Company raised $1,000,000 of working capital pursuant to a loan from Niobe its majority stockholder, which is controlled by the Company’s President and Director, Arnold P. Kling.  The Company issued to Niobe a secured promissory note in the principal amount of $1,000,000 (the “February 2012 Secured Note”).  The February 2012 Secured Note bears interest at a rate of 3% per annum and matures on February 1, 2014.
 
On June 5, 2012, the Company raised an additional $1,000,000 of working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on May 31, 2014 (the “June 2012 Secured Note”). 
 
On October 1, 2012, the Company raised $800,000 of additional working capital pursuant to loans from Niobe and issued to Niobe secured promissory notes in the principal amount of $800,000, which bear interest at a rate of 3% per annum and matures on October 1, 2014 (the “October 2012 Secured Note”). 
 
On December 3, 2012, the Company raised $700,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $700,000, which bears interest at a rate of 3% per annum and matures on October 1, 2014 (the “December 2012 Secured Note”). 
 
Collectively, the February 2012 Secured Note, the June 2012 Secured Note, the October 2012 Secured Note and the December 2012 Secured Note are hereinafter referred to as the “2012 Secured Notes.” 
 
On January 18, 2013, the Company raised $2,500,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,500,000, which bears interest at a rate of 3% per annum and matures on January 15, 2015 (the “January 2013 Secured Note”). 
 
On May 13, 2013, the Company raised $2,000,000 of additional working capital pursuant to a loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $2,000,000, which bears interest at a rate of 3% per annum and matures on May 13, 2015 (the “May 2013 Secured Note”).
 
Collectively, the January 2013 Secured Note and the May 2013 Secured Note are hereinafter referred to as the “2013 Secured Notes.”
 
Collectively, the 2012 Secured Notes and the 2013 Secured Notes represent a total of $8,000,000 in principal amount of loans from Niobe and are hereinafter referred to as the “Secured Notes.”
 
Payment of the principal and accrued interest on the Secured Notes will, at Niobe’s election, automatically become immediately due and payable if we undertake certain Fundamental Transactions or upon an Event of Default, both as defined in the Secured Notes.
 
The Company’s obligations under the $2 Million Secured Convertible Note and the Secured Notes are secured by a security agreement granting Niobe a security interest in substantially all of the Company’s personal property and assets, including its intellectual property.   
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STOCKHOLDERS EQUITY
12 Months Ended
May 31, 2013
Stockholders Equity Note [Abstract]
STOCKHOLDERS EQUITY
10.    STOCKHOLDERS EQUITY
 
On December 8, 2010, the Company effected a reverse stock split of the outstanding shares of its common stock, with par value of $0.00001 per share (“Common Stock”), on the basis of one (1) share of Common Stock for each five (5) shares of Common Stock outstanding.  All references in these financial statements and notes to financial statements to number of shares, price per share and weighted average number of shares outstanding of Common Stock prior to this reverse stock split have been adjusted to reflect the reverse stock split on a retroactive basis unless otherwise noted,
 
On December 8, 2010, the Company authorized one (1) million shares of a “blank check” class of  preferred stock.
 
The data presented for stockholders' equity for the period of September 2003 to May 31, 2008 is unaudited.
 
On September 18, 2003, the Company raised $12,657,599 through the sale of 1,489,129 shares of Common Stock at $8.50 per share, with warrants to purchase an additional 632,879 shares of Common Stock, at an exercise price of $12.00 per share. These warrants expired on September 19, 2008. Net of transaction costs of $1,301,536, the Company’s proceeds were $11,356,063.
 
On May 25, 2005, the Company raised $5,057,885 through the sale of 518,758 shares of Common Stock at $9.75 per share, with warrants to purchase an additional 184,024 shares of Common Stock, at an exercise price of $11.25 per share. All of these warrants expired on May 25, 2010.  Net of transaction costs of $206,717, the Company’s proceeds were $4,851,168.
 
On December 30, 2005, the Company raised $5,839,059 through the sale of 519,026 shares of Common Stock at $11.25 per share, with warrants to purchase an additional 129,757 shares of Common Stock, at an exercise price of $14.95 per share.  The Company also issued warrants to purchase 45,415 shares of Common Stock, at an exercise price of $14.95 per share, to the placement agent.  All of these warrants expired on December 30, 2010.  Net of transaction costs of approximately $328,118, the Company’s proceeds were $5,510,941.
 
In the fourth fiscal quarter of 2006, existing investors exercised 70,320 warrants which resulted in $786,538 in cash proceeds.
 
On July 7, 2006, the Company raised $14,217,660, net of transaction costs of $959,874, through the sale of 1,214,203 shares of Common Stock at $12.50 per share, with warrants to purchase an additional 303,551 shares of Common Stock, at an exercise price of $19.25 per share. The Company also issued warrants to purchase 106,243 shares of Common Stock, at an exercise price of $19.25 per share, to the placement agent.  All of these warrants expired on July 7, 2011.
 
In the first fiscal quarter of 2007, existing investors and option holders exercised 26,700 warrants and 1,200 options which resulted in $315,574 in cash proceeds.
 
On November 11, 2009 (the “Effective Date”), the Company consummated a financing transaction in which it raised $3,000,000 of additional working capital pursuant to a Securities Purchase Agreement dated that date (the “Purchase Agreement”) with Niobe Ventures, LLC (“Niobe”), a Delaware limited liability company (the “Financing”).  Pursuant to the Purchase Agreement, the Company issued to the Investor (i) 8,695,652 restricted shares of Common Stock at a purchase price of $0.23 per share (or $2,000,000 in the aggregate) and (ii) a senior secured convertible promissory note in the principal amount of $1,000,000 and convertible into shares of Common Stock at an initial conversion price equal to $0.23 per share (the “$1 Million Secured Note”).
 
On December 2, 2009, the Company entered into the Facility with Niobe, which will provide up to $2.0 million of additional capital in the form of secured loans from Niobe to the Company at any time prior to June 30, 2012 subject to its achievement of certain predetermined benchmarks.  On February 11, 2011, Niobe, pursuant to the Facility, advanced the Company $2 million.  On the same date, Niobe converted the $1 million Secured Note and $37,500 of accrued interest thereon, into 4,510,870 shares of Common Stock.
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SUBSEQUENT EVENTS
12 Months Ended
May 31, 2013
Subsequent Events [Abstract]
SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS
 
On August 27, 2013, Niobe elected to convert the $2 Million Secured Convertible Note and $155,000 of accrued interest thereunder into 9,369,565 shares of Common Stock.
 
On August 27, 2013, the Company raised $1,000,000 of additional working capital pursuant to an incremental loan from Niobe and issued to Niobe a secured promissory note in the principal amount of $1,000,000, which bears interest at a rate of 3% per annum and matures on August 27, 2015.
 
The Company has evaluated subsequent events and has determined that there were no other subsequent events to recognize or disclose in these financial statements.
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BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
May 31, 2013
Accounting Policies [Abstract]
Estimates
Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions affecting the reported amounts of assets, liabilities, and expense, and the disclosure of contingent assets and liabilities. Estimated amounts could differ from actual results.
Loss per Common Share
Loss per Common Share
 
The Financial Accounting Standards Board (FASB) has issued accounting guidance “Earnings Per Share” that provides for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per share include no dilution and is computed by dividing the loss to common stockholders by the weighted average number of common shares outstanding for the period. All potentially dilutive securities have been excluded from the computations since they would be antidilutive. However, these dilutive securities could potentially dilute earnings per share in the future. As of May 31, 2013 and 2012, the Company had a total of 3,057,543 and 2,268,927, respectively, of potentially dilutive securities comprised solely of stock options.
Share Based Compensation
Share-Based Compensation
 
The Company adopted the FASB accounting guidance for share based payment transactions.  This standard requires the Company to measure the cost of employee services received in exchange for equity share options granted based on the grant-date fair value of the options.  The cost is recognized as compensation expense over the vesting period of the options.   The compensation cost included in operating expenses was $906,977 and $829,144 for the years ended May 31, 2013 and 2012, respectively and included both the compensation cost of stock options granted prior to but not yet vested as of June 1, 2006 and compensation cost for all options granted subsequent to May 31, 2006.    No tax benefit was recorded as of May 31, 2013 in connection with these compensation costs due to the uncertainty regarding ultimate realization of certain net operating loss carry forwards. 
 
The Board adopted and the stockholders approved the 2003 Stock Option Plan on October 2003 and it was amended in October 2005. The plan was adopted to recognize the contributions made by the Company’s employees, officers, consultants, and directors, to provide those individuals with additional incentive to devote themselves to the Company’s future success, and to improve the Company’s ability to attract, retain and motivate individuals upon whom the Company’s growth and financial success depends. Under the plan, stock options may be granted as approved by the Board or the Compensation Committee. There are 900,000 shares reserved for grants of options under the plan, of which 77,000 have been issued and 800 were exercised. The Company has issued 2,980,543 stock options as stand-alone grants, of which 400 were exercised. Stock options vest pursuant to individual stock option agreements. No options granted under the plan are exercisable after the expiration of ten years (or less in the discretion of the Board or the Compensation Committee) from the date of the grant. The plan will continue in effect until terminated or amended by the Board.
 
The accounting guidance requires the use of a valuation model to calculate the fair value of each stock-based award. The Company uses the Black-Scholes model to estimate the fair value of stock options granted based on the following assumptions:
 
Expected Term or Life. The expected term or life of stock options granted represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. The weighted average expected option term was determined using a combination of the “simplified method” for plain vanilla options as allowed by the accounting guidance. The “simplified method” calculates the expected term as the average of the vesting term and original contractual term of the options.
 
Expected Volatility. Expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate. Expected volatility is based on the historical daily volatility of the price of the Company’s Common Stock.  The Company estimated the expected volatility of the stock options at grant date.
 
Risk-Free Interest Rate. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues with remaining terms equivalent to the expected term of the Company’s stock-based awards.
 
As of May 31, 2013, there were 3,057,543 stock options outstanding.  At May 31, 2013, the aggregate unrecognized compensation cost of unvested options, as determined using a Black-Scholes option valuation model was approximately $351,821 (net of estimated forfeitures) and will be recognized over a weighted average period of six months.  For the year ended May 31, 2013, the Company granted 1,000,000 stock options, with a fair value of $943,450 (net of estimated forfeitures).  211,385 options expired and none were forfeited.
 
The fair value of the options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
 
 
 
Year Ended
May 31, 2013
 
 
Year Ended
May 31, 2012
 
 
From Inception
Through
May 31, 2013
 
 
Dividends per year
 
 
0
 
 
 
0
 
 
 
0
 
 
Volatility percentage
 
 
418%-426
%
 
 
97.5
%
 
 
90%-426
%
 
Risk free interest rate
 
 
2.13
%
 
 
3.47
%
 
 
2.07%-5.11
%
 
Expected life (years)
 
 
7-10
 
 
 
7-10
 
 
 
3-10
 
 
Weighted Average Fair Value
 
$
1.22
 
 
$
1.01
 
 
$
2.30
 
 
Cash and Cash Equivalents
Cash and Cash Equivalents
 
For the purposes of reporting cash flows, the Company considers all cash accounts which are not subject to withdrawal restrictions or penalties, and highly liquid investments with original maturities of 60 days or less to be cash and cash equivalents. The cash and cash equivalent deposits are not insured by The Federal Deposit Insurance Corporation (“FDIC”).
Intellectual Technology Property, Amortization
Intellectual Technology Property, Amortization
 
The Company’s intellectual technology property was originally licensed from a former related party. This intellectual technology property was then assigned to the Company upon the dissolution of the related party. The cost of the intellectual technology property is being amortized over a 20-year period. Amortization expense is $1,020, $1,020 and $13,068 for the years ended May 31, 2013, 2012 and from inception through May 31, 2013, respectively. The Company reviews the intellectual property for impairment on at least an annual basis in accordance with the accounting guidance for “Goodwill and Other Intangible Assets”; no impairment charge was recorded as of May 31, 2013.  Amortization expense for the intellectual property will be $1,020 for each of the next five years.
Income Taxes
Income Taxes
 
Income taxes are recognized using enacted tax rates, and are composed of taxes on financial accounting income that is adjusted for the requirement of current tax law and deferred taxes. Deferred taxes are accounted for using the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company does not expect to have current income taxes payable or deferred tax asset balances for the foreseeable future.
 
The FASB accounting guidance for income taxes establishes the criterion that an individual tax position has to meet for some or all of the benefits of that position to be recognized in the Company’s financial statements. On initial application, ASC 740 must be applied to all tax positions for which the statute of limitations remains open. Only tax positions that meet the more-likely-than-not recognition threshold at the adoption date will be recognized or continue to be recognized. The cumulative effect of applying this accounting guidance is to be reported as an adjustment to retained earnings at the beginning of the period in which it is adopted.
Research and Development
Research and Development
 
Research and development costs are expensed as incurred and also include depreciation as reported above.
Financial Instruments
Financial Instruments
 
The Company adopted FASB ASC 820-Fair Value Measurements and Disclosure or ASC 820 for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.
 
ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
 
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
 
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
 
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
 
The Company values its financial instruments as required by estimating their fair value. The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
 
The Company’s financial instruments primarily consist of cash and cash equivalents, convertible debt, accounts payable and accruals.
 
Cash and cash equivalents include money market securities and commercial paper that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the fair value hierarchy.
 
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective year ends.
New Accounting Pronouncements
 New Accounting Pronouncements
 
Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
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BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
May 31, 2013
Accounting Policies [Abstract]
Fair Value of Assumptions of Options Estimated On Grant Date
The fair value of the options is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
 
 
 
Year Ended
May 31, 2013
 
 
Year Ended
May 31, 2012
 
 
From Inception
Through
May 31, 2013
 
 
Dividends per year
 
 
0
 
 
 
0
 
 
 
0
 
 
Volatility percentage
 
 
418%-426
%
 
 
97.5
%
 
 
90%-426
%
 
Risk free interest rate
 
 
2.13
%
 
 
3.47
%
 
 
2.07%-5.11
%
 
Expected life (years)
 
 
7-10
 
 
 
7-10
 
 
 
3-10
 
 
Weighted Average Fair Value
 
$
1.22
 
 
$
1.01
 
 
$
2.30
 
 
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INCOME TAXES (Tables)
12 Months Ended
May 31, 2013
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)
For the years ended May 31, 2013 and 2012, the components of income tax benefit (expense) consist of the following:
 
 
 
Year Ended 
May 31, 2013
 
Year Ended  
May 31, 2012
 
Current:
 
 
 
 
 
 
 
Federal
 
$
0
 
$
0
 
State
 
 
0
 
 
0
 
 
 
 
 
 
 
 
 
Deferred:
 
 
 
 
 
 
 
Federal
 
 
2,135,000
 
 
1,511,000
 
State
 
 
377,000
 
 
267,000
 
Tax credits
 
 
249,000
 
 
109,000
 
Permanent timing difference
 
 
(467,000)
 
 
(727,000)
 
Increase in valuation allowance
 
 
(2,294,000)
 
 
(1,160,000)
 
Income tax benefit
 
$
0
 
$
0
 
Schedule of Effective Income Tax Rate Reconciliation
Income tax as a percentage of income for the year ended May 31, 2013 and 2012 differ from statutory federal income tax rates due to the following:
 
 
Year Ended  
May 31, 2013
 
Year Ended  
May 31, 2012
 
Statutory federal income tax rate
 
(34)
%
 
(34)
%
State income taxes, net of federal income tax impact
 
(6)
%
 
(6)
%
Change in valuation allowance
 
37
%
 
26
%
Permanent timing differences
 
7
%
 
18
%
General business credit/other
 
(4)
%
 
(2)
%
 
 
0
%
 
0
%
Schedule of Deferred Tax Assets and Liabilities
The components of the net deferred tax asset as of May 31, 2013 and 2012 are as follows:
 
 
 
May 31, 2013
 
May 31, 2012
 
Assets:
 
 
 
 
 
 
 
Net operating losses
 
$
19,810,000
 
$
17,770,000
 
Severance accrual
 
 
0
 
 
0
 
General business credit
 
 
2,355,000
 
 
2,106,000
 
Deferred tax assets
 
 
22,165,000
 
 
19,876,000
 
Liability:
 
 
 
 
 
 
 
Gross deferred tax asset
 
 
22,165,000
 
 
19,876,000
 
Less valuation allowance
 
 
(22,165,000)
 
 
(19,876,000)
 
Deferred tax asset, net of valuation allowance
 
$
0
 
$
0
 
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STOCK OPTIONS (Tables)
12 Months Ended
May 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Share-based Compensation, Stock Options, Activity
A summary of the Common Stock option activity for employees, directors, officers and consultants as of May 31, 2013 and for the three years then ended is as follows:
 
 
 
Shares
 
Weighted
Average Exercise
Price
 
Weighted
Average Remaining
Contractual Term
(Years)
 
Outstanding at May 31, 2011
 
1,538,927
 
$
1.99
 
3.70
 
Granted
 
750,000
 
$
1.01
 
10
 
Exercised
 
0
 
 
0
 
0
 
Forfeited
 
0
 
 
0
 
0
 
Expired
 
(20,000)
 
 
0
 
0
 
Outstanding at May 31, 2012
 
2,268,927
 
$
1.27
 
7.65
 
Granted
 
1,000,000
 
$
1.22
 
10
 
Exercised
 
0
 
 
0
 
0
 
Forfeited
 
0
 
 
 
0
 
Expired
 
(211,385)
 
$
7.52
 
0
 
Outstanding at May 31, 2013
 
3,057,542
 
$
1.09
 
8.08
 
Exercisable at May 31, 2013
 
2,332,543
 
$
1.10
 
7.60
 
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range
The following summarizes certain information regarding stock options at May 31, 2013: 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
Exercisable
 
 
 
 
Exercise Price
Range
 
Number
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining Life
(years)
 
Number
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining Life
(years)
 
$0.00 – 1.00
 
 
1,230,543
 
$
0.44
 
 
7.07
 
 
1,230,543
 
$
0.44
 
 
7.07
 
$1.01 – 5.00
 
 
1,750,000
 
$
1.13
 
 
8.95
 
 
1,025,000
 
 
1.13
 
 
8.95
 
$5.01 – 10.00
 
 
40,000
 
$
7.50
 
 
.3
 
 
40,000
 
$
7.50
 
 
.3
 
$10.01 – 15.00
 
 
37,000
 
$
13.86
 
 
2.6
 
 
37,000
 
$
13.86
 
 
2.6
 
 
 
 
3,057,543
 
$
1.09
 
 
8.08
 
 
2,332,543
 
$
1.10
 
 
7.60
 
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ORGANIZATION AND BUSINESS ACTIVITIES - Additional Information (Detail) (USD $)
May 31, 2013
May 31, 2012
Dec. 08, 2010
Organization and Nature of Operations [Line Items]
Reverse stock split, Common stock, par value $ 0.00001 $ 0.00001 $ 0.00001
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CHANGE OF OWNERSHIP TRANSACTION - Additional Information (Detail) (USD $)
9 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended
May 31, 2000
May 31, 2011
May 31, 2010
May 31, 2002
May 31, 2001
Jun. 05, 2012
Senior Secured Note
May 13, 2013
Niobe Ventures LLC
Senior Secured Note
Jan. 18, 2013
Niobe Ventures LLC
Senior Secured Note
Dec. 03, 2012
Niobe Ventures LLC
Senior Secured Note
Oct. 01, 2012
Niobe Ventures LLC
Senior Secured Note
Jun. 05, 2012
Niobe Ventures LLC
Senior Secured Note
Feb. 01, 2012
Niobe Ventures LLC
Senior Secured Note
May 31, 2013
Niobe Ventures LLC
Senior Secured Note
Nov. 11, 2009
Niobe Ventures LLC
Securities Purchase Agreement
Feb. 11, 2011
Niobe Ventures LLC
Securities Purchase Agreement
Senior Secured Note
Nov. 11, 2009
Niobe Ventures LLC
Securities Purchase Agreement
Senior Secured Note
Feb. 11, 2011
Credit Facility Agreement
Niobe Ventures LLC
Senior Secured Note
May 31, 2013
Credit Facility Agreement
Niobe Ventures LLC
Senior Secured Note
Class of Stock [Line Items]
Additional working capital raised $ 3,000,000
Restricted shares of common stock issued 8,695,652
Common Stock issued, per share $ 0.15 $ 0.23 $ 6.25 $ 5 $ 0.23
Restricted shares of common stock issued, value 1,037,500 2,000,000 1,102,000 425,000 2,000,000
Senior secured convertible promissory note 1,000,000 1,000,000 2,000,000
Accrued interest on senior secured convertible promissory note 37,500
Senior secured convertible promissory note, conversion price per share $ 0.23 $ 0.23
Shares of common stock issuable upon conversion of senior secured convertible promissory note 4,510,870 8,695,652
Senior secured convertible promissory note, maturity date May 13, 2015 Jan 15, 2015 Oct 1, 2014 Oct 1, 2014 May 31, 2014 Feb 1, 2014 Dec 31, 2012
Senior secured convertible promissory note, extended maturity date Dec 31, 2013 Dec 31, 2013
Debt instrument, interest rate, effective percentage 3.00%
Proceeds from secured notes payable 2,000,000 2,500,000 700,000 800,000 1,000,000 1,000,000
Debt instrument, face amount $ 1,000,000 $ 2,000,000 $ 2,500,000 $ 700,000 $ 800,000 $ 1,000,000 $ 1,000,000 $ 8,000,000
Debt instrument, interest rate during Period 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
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GOING CONCERN - Additional Information (Detail) (USD $)
9 Months Ended 12 Months Ended 164 Months Ended
May 31, 2000
May 31, 2013
May 31, 2012
May 31, 2011
May 31, 2010
May 31, 2009
May 31, 2008
May 31, 2007
May 31, 2006
May 31, 2005
May 31, 2004
May 31, 2003
May 31, 2002
May 31, 2001
May 31, 2013
Sep. 16, 1999
Cash Flow Supplemental Disclosures [Line Items]
Deficit accumulated during the development stage $ 61,735,053 $ 55,454,819 $ 61,735,053
Net loss (250,689) (6,280,234) (4,444,584) (3,357,882) (3,067,842) (7,230,206) (10,490,758) (8,451,942) (6,104,402) (5,567,729) (2,989,364) (1,665,090) (1,280,465) (553,866) (61,735,053)
Cash used in operating activities (4,733,349) (2,351,630) (49,893,588)
Cash and cash equivalents 2,457,046 190,395 1,542,025 2,457,046 0
Net working capital deficit $ 2,445,722 $ 2,445,722
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BASIS OF ACCOUNTING AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) (USD $)
12 Months Ended 164 Months Ended
May 31, 2013
May 31, 2012
May 31, 2013
May 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost included in operating expenses $ 591,629
Share based compensation, number of options issued during period 2,980,543
Share based compensation, number of options exercised during period 0 0
Stock option exercisable expiration period 10 years
Share based compensation, number of stock options outstanding 3,057,542 2,268,927 3,057,542 1,538,927
Aggregate unrecognized compensation cost of unvested options 351,821 351,821
Share based compensation, number of stock options granted during period 1,000,000
Share based compensation, number of stock options expired during period (211,385) (20,000)
Stock option fair value 943,450
Amortization period for intellectual property 20 years
Amortization expenses 1,020 1,020 13,068
Future amortization expenses 1,020 1,020
Stock Incentive Plan 2003
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for grants of options 900,000 900,000
Share based compensation, number of options issued during period 77,000
Share based compensation, number of options exercised during period 800
Operating Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost included in operating expenses $ 906,977 $ 829,144
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Potentially dilutive securities 3,057,543 2,268,927
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Fair Value of Assumptions of Options Estimated on Grant Date (Detail) (USD $)
12 Months Ended 164 Months Ended
May 31, 2013
May 31, 2012
May 31, 2013
Assumptions used to Determine Fair Value Options [Line Items]
Dividends per year $ 0 $ 0 $ 0
Volatility percentage 97.50%
Risk free interest rate 2.13% 3.47%
Weighted Average Fair Value $ 1.22 $ 1.01 $ 2.3
Minimum
Assumptions used to Determine Fair Value Options [Line Items]
Volatility percentage 418.00% 90.00%
Risk free interest rate 2.07%
Expected life (years) 7 years 7 years 3 years
Maximum
Assumptions used to Determine Fair Value Options [Line Items]
Volatility percentage 426.00% 426.00%
Risk free interest rate 5.11%
Expected life (years) 10 years 10 years 10 years
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Components of Income Tax Benefit (Expense) (Detail) (USD $)
12 Months Ended
May 31, 2013
May 31, 2012
Current:
Federal $ 0 $ 0
State 0 0
Deferred:
Federal 2,135,000 1,511,000
State 377,000 267,000
Tax credits 249,000 109,000
Permanent timing difference (467,000) (727,000)
Increase in valuation allowance (2,294,000) (1,160,000)
Income tax benefit $ 0 $ 0
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Income Tax as a Percentage of Income (Detail)
12 Months Ended
May 31, 2013
May 31, 2012
Effective Income Tax Rate Reconciliation, Percent [Line Items]
Statutory federal income tax rate (34.00%) (34.00%)
State income taxes, net of federal income tax impact (6.00%) (6.00%)
Change in valuation allowance 37.00% 26.00%
Permanent timing differences 7.00% 18.00%
General business credit/other (4.00%) (2.00%)
Effective Income Tax Rate Reconciliation, Percent, Total 0.00% 0.00%
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Components of Deferred Tax Assets and Liabilities (Detail) (USD $)
May 31, 2013
May 31, 2012
Assets:
Net operating losses $ 19,810,000 $ 17,770,000
Severance accrual 0 0
General business credit 2,355,000 2,106,000
Deferred tax assets 22,165,000 19,876,000
Liability:
Gross deferred tax asset 22,165,000 19,876,000
Less valuation allowance (22,165,000) (19,876,000)
Deferred tax asset, net of valuation allowance $ 0 $ 0
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INCOME TAXES - Additional Information (Detail) (USD $)
12 Months Ended
May 31, 2013
Components of Deferred Tax Assets and Liabilities [Line Items]
Operating Loss Carryforwards $ 49,528,000
Operating Loss Carryforwards, Expiration Dates expires beginning in 2021 through 2033
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RELATED PARTIES - Additional Information (Detail) (USD $)
9 Months Ended 12 Months Ended 164 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
May 31, 2000
May 31, 2013
May 31, 2012
May 31, 2011
May 31, 2010
May 31, 2002
May 31, 2001
May 31, 2013
Jun. 05, 2012
Senior Secured Note
Mar. 01, 2010
Monthly Payment
May 13, 2013
Niobe Ventures LLC
Senior Secured Note
Jan. 18, 2013
Niobe Ventures LLC
Senior Secured Note
Dec. 03, 2012
Niobe Ventures LLC
Senior Secured Note
Oct. 01, 2012
Niobe Ventures LLC
Senior Secured Note
Jun. 05, 2012
Niobe Ventures LLC
Senior Secured Note
Feb. 01, 2012
Niobe Ventures LLC
Senior Secured Note
May 31, 2013
Niobe Ventures LLC
Senior Secured Note
Feb. 11, 2011
Niobe Ventures LLC
Senior Secured Note
Credit Facility Agreement
May 31, 2013
Niobe Ventures LLC
Senior Secured Note
Credit Facility Agreement
Nov. 11, 2009
Niobe Ventures LLC
Stock Purchase Agreement
Feb. 11, 2011
Niobe Ventures LLC
Stock Purchase Agreement
Senior Secured Note
Nov. 11, 2009
Niobe Ventures LLC
Stock Purchase Agreement
Senior Secured Note
May 31, 2013
Mr. Warshaw
May 31, 2012
Mr. Doherty and Mr. Warshaw
Related Party Transaction [Line Items]
Payment for the use and occupancy, and administrative services, related to principal offices $ 500
Working Capital 3,000,000
Stock Issued During Period Shares New Issues 8,695,652
Development Stage Entities, Equity Issuance, Per Share Amount $ 0.15 $ 0.23 $ 6.25 $ 5 $ 0.23
Stock Issued During Period Value New Issues 1,037,500 2,000,000 1,102,000 425,000 2,000,000
Convertible Notes Payable 2,000,000 1,000,000 1,000,000
Interest Payable 37,500
Debt Instrument Convertible Conversion Price 1 $ 0.23 $ 0.23
Common Stock Issuable Upon Conversion Of Convertible Senior Notes 8,695,652 4,510,870
Debt Instrument, Maturity Date May 13, 2015 Jan 15, 2015 Oct 1, 2014 Oct 1, 2014 May 31, 2014 Feb 1, 2014 Dec 31, 2012
Debt Instrument Extended Maturity Date Dec 31, 2013 Dec 31, 2013
Proceeds From Secured Notes Payable 2,000,000 2,500,000 700,000 800,000 1,000,000 1,000,000
Debt Instrument, Face Amount 1,000,000 2,000,000 2,500,000 700,000 800,000 1,000,000 1,000,000 8,000,000
Debt Instrument Interest Rate During Period 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 1,000,000 750,000 350,000 450,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 10 years 7 years 6 months
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 1.22 $ 1.01 $ 1.05 $ 1.01
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights Some of these options vested 50% upon issuance and the remainder vest on their one year anniversary. Some options vest ratably over 2 years while some vest upon the achievement of certain benchmarks. These options vested 50% upon issuance and the remainder will vest on May 22, 2014. These options vested 50% upon issuance and the remainder will vest on November 1, 2012.
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value 329,000 392,730
Share-based Compensation, Total $ 906,977 $ 829,144 $ 8,593,971 $ 164,500 $ 310,911
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STOCK OPTIONS - Additional Information (Detail) (USD $)
12 Months Ended 12 Months Ended 12 Months Ended
May 31, 2013
May 31, 2012
May 31, 2011
May 31, 2013
Stock Option Plan 2003
Oct. 25, 2005
Stock Option Plan 2003
May 31, 2013
Stock Option
stock option [Line Items]
Share based payment award number of shares authorized before amendment 300,000
Share based payment award number of shares authorized after amendment 900,000
Share-based payment award, shares issued in period 2,980,543 77,000
Share-based compensation arrangement by share-based payment award, options, exercises in period 0 0 800
Share-based compensation arrangement by share-based payment award, options, grants in period, gross 1,000,000 750,000
Shares authorized under stock option plans, exercise price range, lower range limit $ 1.05
Shares authorized under stock option plans, exercise price range, upper range limit $ 1.39
Stock granted, value, share-based compensation, gross $ 943,450
Allocated share-based compensation expense 591,629
Share-based compensation arrangement by share-based payment award, options, outstanding, number 3,057,542 2,268,927 1,538,927
Share-based compensation arrangement by share-based payment award, options, exercisable, number 2,332,543
Share-based compensation arrangement by share-based payment award, award vesting rights Some of these options vested 50% upon issuance and the remainder vest on their one year anniversary. Some options vest ratably over 2 years while some vest upon the achievement of certain benchmarks.
share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value 351,821 351,821
Share-based compensation arrangement by share-based payment award, options, exercisable, intrinsic value $ 692,902 $ 692,902
Share-based payment award, options, grants in period, weighted average remaining contractual term 10 years 10 years
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Summary of the Common Stock Option Activity for Employees, Directors, Officers and Consultants (Detail) (USD $)
12 Months Ended
May 31, 2013
May 31, 2012
Summary of the Common Stock option activity for employees, directors, officers and consultants [Line Items]
Shares Outstanding at Beginning of Period 2,268,927 1,538,927
Shares Granted 1,000,000 750,000
Shares Exercised 0 0
Shares Forfeited 0 0
Shares Expired (211,385) (20,000)
Shares Outstanding at End of Period 3,057,542 2,268,927
Shares Exercisable at May 31, 2013 2,332,543
Weighted AverageExercise Price, Outstanding at Beginning of Period $ 1.27 $ 1.99
Weighted AverageExercise Price, Granted $ 1.22 $ 1.01
Weighted AverageExercise Price, Exercised $ 0 $ 0
Weighted AverageExercise Price, Forfeited $ 0 $ 0
Weighted AverageExercise Price, Expired $ 7.52 $ 0
Weighted AverageExercise Price, Outstanding at End of Period $ 1.09 $ 1.27
Weighted AverageExercise Price, Exercisable at May 31, 2013 $ 1.1
Weighted AverageRemaining ContractualTerm (Years), Outstanding at Beginning of period 3 years 8 months 12 days
Weighted AverageRemaining ContractualTerm (Years), Granted 10 years 10 years
Weighted AverageRemaining ContractualTerm (Years), Exercised 0 years 0 years
Weighted AverageRemaining ContractualTerm (Years), Forfeited 0 years 0 years
Weighted AverageRemaining ContractualTerm (Years), Expired 0 years 0 years
Weighted AverageRemaining ContractualTerm (Years), Outstanding at End of period 8 years 29 days 7 years 7 months 24 days
Weighted AverageRemaining ContractualTerm (Years), Exercisable at May 31, 2013 7 years 7 months 6 days
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Summary of the Common Stock option, by Exercise Price Range (Detail) (USD $)
12 Months Ended
May 31, 2013
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Total Number 3,057,543
Total Weighted Average ExercisePrice $ 1.09
Total Weighted Average Remaining Life (years) 8 years 29 days
Exercisable Number 2,332,543
Exercisable Weighted Average ExercisePrice $ 1.1
Exercisable, Weighted Average RemainingLife (years) 7 years 7 months 6 days
Exercise Price Range One
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit $ 0
Exercise Price Range, Upper Range Limit $ 1
Total Number 1,230,543
Total Weighted Average ExercisePrice $ 0.44
Total Weighted Average Remaining Life (years) 7 years 25 days
Exercisable Number 1,230,543
Exercisable Weighted Average ExercisePrice $ 0.44
Exercisable, Weighted Average RemainingLife (years) 7 years 25 days
Exercise Price Range Two
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit $ 1.01
Exercise Price Range, Upper Range Limit $ 5
Total Number 1,750,000
Total Weighted Average ExercisePrice $ 1.13
Total Weighted Average Remaining Life (years) 8 years 11 months 12 days
Exercisable Number 1,025,000
Exercisable Weighted Average ExercisePrice $ 1.13
Exercisable, Weighted Average RemainingLife (years) 8 years 11 months 12 days
Exercise Price Range Three
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit $ 5.01
Exercise Price Range, Upper Range Limit $ 10
Total Number 40,000
Total Weighted Average ExercisePrice $ 7.5
Total Weighted Average Remaining Life (years) 3 months 18 days
Exercisable Number 40,000
Exercisable Weighted Average ExercisePrice $ 7.5
Exercisable, Weighted Average RemainingLife (years) 3 months 18 days
Exercise Price Range Four
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price Range, Lower Range Limit $ 10.01
Exercise Price Range, Upper Range Limit $ 15
Total Number 37,000
Total Weighted Average ExercisePrice $ 13.86
Total Weighted Average Remaining Life (years) 2 years 7 months 6 days
Exercisable Number 37,000
Exercisable Weighted Average ExercisePrice $ 13.86
Exercisable, Weighted Average RemainingLife (years) 2 years 7 months 6 days
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SENIOR SECURED CONVERTIBLE NOTE - RELATED PARTY - Additional Information (Detail) (Niobe Ventures, LLC, Senior Secured Convertible Notes, USD $)
1 Months Ended
Feb. 11, 2011
Nov. 11, 2009
Dec. 02, 2009
Niobe Ventures, LLC | Senior Secured Convertible Notes
Debt Instrument [Line Items]
Secured note payable, additional borrowing amount $ 2,000,000
Senior secured convertible promissory note, extended maturity date Dec 31, 2013
Debt instrument, face amount 2,000,000 1,000,000
Debt instrument, interest rate during Period 3.00% 3.00%
Secured note payable, maturity date Dec 31, 2012 Nov 13, 2012
Share price $ 1.2 $ 0.35
Debt instrument, convertible, beneficial conversion feature 1,616,667 521,793
Debt instrument, convertible, remaining discount amortization period 22 months 36 months
Debt conversion, converted instrument, shares issued 4,510,870
Convertible debt, current 1,000,000
Accrued interest on senior secured convertible promissory note $ 37,500
Debt instrument, convertible, conversion price $ 0.23
Restricted shares of common stock issued 8,695,652
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SENIOR SECURED NOTES - RELATED PARTY - Additional Information (Detail) (Niobe Ventures, LLC, Senior Secured Notes, USD $)
1 Months Ended 12 Months Ended
May 13, 2013
Jan. 18, 2013
Dec. 03, 2012
Oct. 01, 2012
Jun. 05, 2012
Feb. 01, 2012
May 31, 2013
Niobe Ventures, LLC | Senior Secured Notes
Debt Instrument [Line Items]
Proceeds from issuance of secured note $ 2,000,000 $ 2,500,000 $ 700,000 $ 800,000 $ 1,000,000 $ 1,000,000
Secured note payable 2,000,000 2,500,000 700,000 800,000 1,000,000 1,000,000 8,000,000
Secured note payable, interest rate 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
Secured note payable, maturity date May 13, 2015 Jan 15, 2015 Oct 1, 2014 Oct 1, 2014 May 31, 2014 Feb 1, 2014
Debt instrument, convertible, beneficial conversion feature $ 2,000,000
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STOCKHOLDERS EQUITY - Additional Information (Detail) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 164 Months Ended 3 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended
Dec. 08, 2010
Jul. 07, 2006
Dec. 30, 2005
May 25, 2005
Sep. 18, 2003
Aug. 31, 2007
May 31, 2006
May 31, 2000
May 31, 2013
May 31, 2012
May 31, 2011
May 31, 2010
May 31, 2002
May 31, 2001
May 31, 2013
Aug. 31, 2007
Stock Option
Jul. 07, 2006
Placement Agent
Dec. 30, 2005
Placement Agent
Nov. 11, 2009
Niobe Ventures, LLC
Feb. 11, 2011
Niobe Ventures, LLC
Senior Secured Convertible Notes
Dec. 02, 2009
Niobe Ventures, LLC
Senior Secured Convertible Notes
Nov. 11, 2009
Niobe Ventures, LLC
Senior Secured Convertible Notes
Nov. 11, 2009
Niobe Ventures, LLC
Securities Purchase Agreement
Senior Secured Convertible Notes
Jul. 07, 2006
Common Stock
Dec. 30, 2005
Common Stock
May 25, 2005
Common Stock
Sep. 18, 2003
Common Stock
May 31, 2011
Common Stock
May 31, 2010
Common Stock
May 31, 2007
Common Stock
May 31, 2002
Common Stock
May 31, 2001
Common Stock
Nov. 11, 2009
Common Stock
Niobe Ventures, LLC
Securities Purchase Agreement
Stockholders' Equity Note Disclosure [Line Items]
Common stock, par value $ 0.00001 $ 0.00001 $ 0.00001 $ 0.00001
Stockholders equity, reverse stock split On December 8, 2010, the Company effected a reverse stock split of the outstanding shares of its common stock, with par value of $0.00001 per share (Common Stock), on the basis of one (1) share of Common Stock for each five (5) shares of Common Stock outstanding.
Preferred stock, shares authorized 1,000,000 1,000,000 1,000,000 1,000,000
Common stock issued $ 1,037,500 $ 2,000,000 $ 1,102,000 $ 425,000 $ 14,217,660 $ 5,839,059 $ 5,057,885 $ 12,657,599 $ 45 $ 87 $ 1,102,000 $ 425,000
Common stock issued (in shares) 8,695,652 1,214,203 519,026 518,758 1,489,129 4,510,870 8,695,652 176,320 85,000
Common Stock issued, per share $ 0.15 $ 0.23 $ 6.25 $ 5 $ 12.5 $ 11.25 $ 9.75 $ 8.5 $ 0.23
Warrants to purchase common stock shares 303,551 129,757 184,024 632,879 106,243 45,415
Class of warrant or right, exercise price of warrants or rights 19.25 14.95 11.25 12 19.25 14.95
Payments of stock issuance costs 959,874 328,118 206,717 1,301,536
Proceeds from issuance of common stock 5,510,941 4,851,168 11,356,063
Number of warrants exercised during period 26,700 70,320
Proceeds from warrant exercises 786,538
Share based compensation, number of options exercised during period 0 0 1,200 1,200
Proceeds from stock issuance, including options and warrants exercised 315,574 0 0 42,658,458
Additional capital raised 3,000,000 2,000,000
Restricted shares of common stock 8,695,652
Aggregate restricted shares of common stock 2,000,000
Debt instrument, face amount 2,000,000 1,000,000 1,000,000
Debt instrument, convertible, conversion price $ 0.23 $ 0.23
Debt conversion, converted instrument, amount 1,000,000
Accrued interest on secured note payable $ 37,500
Debt conversion, converted instrument, shares issued 4,510,870
Class of warrants or right expiration date Jul 7, 2011 Dec 30, 2010 May 25, 2010 Sep 19, 2008
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SUBSEQUENT EVENTS - Additional Information (Detail) (Niobe Ventures, LLC, USD $)
1 Months Ended
Nov. 11, 2009
Aug. 27, 2013
Subsequent Event
Senior Secured Convertible Notes
Aug. 27, 2013
Subsequent Event
Senior Secured Notes
Subsequent Event [Line Items]
Debt conversion, converted instrument, amount $ 2,000,000
Accrued interest on secured note payable 155,000
Debt conversion, converted instrument, shares issued 9,369,565
Debt instrument, face amount 1,000,000
Secured note payable, interest rate 3.00%
Secured note payable, maturity date Aug 27, 2015
Additional capital raised $ 3,000,000 $ 1,000,000
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