Equity Awards and Warrants (Tables)
|
6 Months Ended |
12 Months Ended |
Nov. 30, 2023 |
May 31, 2023 |
| Equity Awards and Warrants |
|
|
| Schedule of warrant liability and equity |
|
|
|
(in thousands) |
|
Derivative liability |
Balance at May 31, 2023 |
$ |
79 |
Value upon notes converted to units in the private offering |
|
4,379 |
Warrants classified as equity during quarter |
|
(79) |
Gain on derivative due to change in fair market value |
|
(4) |
Balance at August 31, 2023 |
$ |
4,375 |
Value upon liability-classified equity instruments reclassified to equity |
|
(4,393) |
Warrants classified as a liability during quarter |
|
34 |
Loss on derivative due to change in fair market value |
|
17 |
Balance at November 30, 2023 |
$ |
33 |
|
|
|
|
(in thousands) |
|
Liability Classified Warrants |
Balance at May 31, 2022 |
$ |
— |
Classified as liability |
|
16,664 |
Reclassified as equity |
|
(25,335) |
Loss on derivative due to change in fair market value |
|
8,750 |
Balance at May 31, 2023 |
$ |
79 |
|
| Schedule of warrants that have been reclassified as equity |
|
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Initial Fair Market Value at Issuance |
|
Fair Market Value at Equity Classification |
|
|
|
Backstop |
|
Backstop |
|
Placement |
|
Backstop |
|
Backstop |
|
Backstop |
|
Placement |
|
Backstop |
|
|
|
Warrant #1 |
|
Warrant #2 |
|
Agent Warrants |
|
Warrant #3 |
|
Warrant #1 |
|
Warrant #2 |
|
Agent Warrants |
|
Warrant #3 |
|
Fair value of underlying stock |
|
$ 0.44 |
|
$ 0.42 |
|
$ 0.44 |
|
$ 0.35 |
|
$ 0.52 |
|
$ 0.52 |
|
$ 0.52 |
|
$ 0.32 |
|
Risk-free rate |
|
3.17% |
|
3.06% |
|
3.13% |
|
3.68% |
|
3.34% |
|
3.31% |
|
3.16% |
|
4.18% |
|
Expected term (in years) |
|
4.65 |
|
5.00 |
|
10.00 |
|
5.00 |
|
4.46 |
|
4.88 |
|
9.82 |
|
4.76 |
|
Stock price volatility |
|
110.20% |
|
109.49% |
|
95.99% |
|
124.36% |
|
117.29% |
|
113.59% |
|
95.87% |
|
126.67% |
|
Expected dividend yield |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
|
| Schedule of warrants that remain liability classified |
|
|
|
|
|
|
|
|
|
|
Initial Fair Market Value at Issuance |
|
Fair Market Value at May 31, 2023 |
|
|
Placement Agent |
|
Placement Agent |
|
Placement Agent |
|
|
Warrants Closing #1 |
|
Warrants Closing #2 |
|
Warrants |
Fair value of underlying stock |
|
$ 0.29 |
|
$ 0.27 |
|
$ 0.26 |
Risk-free rate |
|
3.44% |
|
3.44% |
|
3.64% |
Expected term (in years) |
|
10.00 |
|
10.00 |
|
10.00 |
Stock price volatility |
|
98.22% |
|
97.90% |
|
97.90% |
Expected dividend yield |
|
0.00% |
|
0.00% |
|
0.00% |
|
| Schedule of stock option activity |
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|
Weighted |
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
Weighted |
|
remaining |
|
Aggregate |
|
|
Number of |
|
average |
|
contractual |
|
intrinsic |
(in thousands, except per share data and years) |
|
shares |
|
exercise price |
|
life in years |
|
value |
Options outstanding at May 31, 2023 |
|
19,823 |
|
$ |
0.99 |
|
7.87 |
|
$ |
— |
Granted |
|
500 |
|
$ |
0.26 |
|
|
|
|
|
Exercised |
|
— |
|
$ |
- |
|
|
|
|
|
Forfeited, expired, and cancelled |
|
(692) |
|
$ |
1.45 |
|
|
|
|
|
Options outstanding at November 30, 2023 |
|
19,631 |
|
$ |
0.96 |
|
7.46 |
|
$ |
— |
Options outstanding and exercisable at November 30, 2023 |
|
14,187 |
|
$ |
1.12 |
|
6.93 |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
Weighted |
|
remaining |
|
Aggregate |
|
|
Number of |
|
average |
|
contractual |
|
intrinsic |
(in thousands, except per share data and years) |
|
shares |
|
exercise price |
|
life in years |
|
value |
Options outstanding at May 31, 2021 |
|
17,839 |
|
$ |
1.58 |
|
7.93 |
|
$ |
15,390 |
Granted |
|
11,985 |
|
$ |
1.38 |
|
|
|
|
|
Exercised |
|
(510) |
|
$ |
0.79 |
|
|
|
|
301 |
Forfeited, expired, and cancelled |
|
(11,857) |
|
$ |
1.51 |
|
|
|
|
|
Options outstanding at May 31, 2022 |
|
17,457 |
|
$ |
1.53 |
|
7.79 |
|
$ |
— |
Granted |
|
12,417 |
|
$ |
0.41 |
|
|
|
|
|
Exercised |
|
— |
|
$ |
— |
|
|
|
|
|
Forfeited, expired, and cancelled |
|
(10,051) |
|
$ |
1.16 |
|
|
|
|
|
Options outstanding at May 31, 2023 |
|
19,823 |
|
$ |
0.99 |
|
7.87 |
|
$ |
— |
Options outstanding and exercisable at May 31, 2023 |
|
11,932 |
|
$ |
1.21 |
|
7.02 |
|
$ |
— |
|
| Schedule of assumptions used in determination of fair value |
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|
Placement |
|
Note conversion |
|
Placement Agent |
|
Note conversion |
|
Note conversion |
|
Placement Agent |
Placement Agent |
|
|
Agent warrants |
|
warrants on |
|
warrants at |
|
warrants at |
|
warrants at |
|
warrants at |
|
warrants at |
|
|
at May 31, 2023 |
|
conversion date |
|
equity classification |
|
August 31, 2023 |
|
equity classification |
|
issuance |
|
November 30, 2023 |
Fair value of underlying stock |
|
$ 0.26 |
|
$ 0.21 |
|
$ 0.27 |
|
$ 0.21 |
|
$ 0.17 |
|
$ 0.18 |
|
$ 0.17 |
Risk free rate |
|
3.64% |
|
4.18% |
|
3.74% |
|
4.23% |
|
4.81% |
|
4.42% |
|
4.37% |
Expected term (in years) |
|
10.00 |
|
5.00 |
|
10.00 |
|
5.00 |
|
5.00 |
|
10.00 |
|
10.00 |
Stock price volatility |
|
97.90% |
|
124.55% |
|
97.45% |
|
124.06% |
|
124.70% |
|
95.82% |
|
95.82% |
Expected dividend yield |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
0.00% |
|
|
|
|
|
|
|
|
|
|
Fiscal years ended May 31, |
|
|
2023 |
|
2022 |
Expected Volatility |
|
99.2 - 112.7 |
% |
|
94.3 - 122.0 |
% |
Weighted-Average Volatility |
|
107.06 |
% |
|
104.89 |
% |
Expected Dividends |
|
0 |
% |
|
0 |
% |
Expected Term (In years) |
|
5.0 - 6.1 |
|
|
1.5 - 6.0 |
|
Risk-Free Rate |
|
3.83 |
% |
|
1.67 |
% |
|
| Schedule of Company RSU and PSU activity |
|
|
|
|
|
|
|
|
|
|
Number of |
|
Weighted average |
|
remaining contractual |
(shares in thousands) |
|
RSUs and PSUs (1) |
|
grant date fair value |
|
life in years |
Unvested RSUs and PSUs at May 31, 2023 |
|
1,293 |
|
$ |
0.58 |
|
0.81 |
RSUs and PSUs granted |
|
— |
|
|
— |
|
|
RSUs and PSUs forfeited |
|
(1,293) |
|
|
0.58 |
|
|
RSUs and PSUs vested |
|
— |
|
|
— |
|
|
Unvested RSUs and PSUs at November 30, 2023 |
|
— |
|
$ |
— |
|
— |
(1) |
The number of PSUs disclosed in this table are at the target level of 100%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average |
|
|
Number of |
|
Weighted-average |
|
remaining contractual |
(shares in thousands) |
|
RSUs and PSUs (1) |
|
grant date fair value |
|
life in years |
Unvested RSUs and PSUs at May 31, 2021 |
|
5,470 |
|
$ |
2.96 |
|
1.01 |
RSUs and PSUs granted |
|
— |
|
|
|
|
|
RSUs and PSUs forfeited |
|
(4,356) |
|
|
2.94 |
|
|
RSUs and PSUs vested |
|
(814) |
|
|
3.01 |
|
|
Unvested RSUs and PSUs at May 31, 2022 |
|
300 |
|
|
3.12 |
|
0.58 |
RSUs and PSUs granted |
|
1,293 |
|
|
0.58 |
|
|
RSUs and PSUs forfeited |
|
(150) |
|
|
3.12 |
|
|
RSUs and PSUs vested |
|
(150) |
|
|
3.12 |
|
|
Unvested RSUs and PSUs at May 31, 2023 |
|
1,293 |
|
$ |
0.58 |
|
0.81 |
|
|
(1) |
The number of PSUs disclosed in this table are at the target level of 100%. |
|
| Schedule of Warrant activity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
Weighted |
|
remaining |
|
Aggregate |
|
|
Number of |
|
average |
|
contractual |
|
intrinsic |
(in thousands, except for share data and years) |
|
shares |
|
exercise price |
|
life in years |
|
value |
Warrants outstanding at May 31, 2023 |
|
259,910 |
|
$ |
0.37 |
|
4.57 |
|
$ |
7,276 |
Granted |
|
42,019 |
|
$ |
0.40 |
|
|
|
|
|
Exercised |
|
(3,000) |
|
$ |
0.10 |
|
|
|
|
|
Forfeited, expired, and cancelled |
|
(5,603) |
|
$ |
0.75 |
|
|
|
|
|
Warrants outstanding at November 30, 2023 |
|
293,326 |
|
$ |
0.37 |
|
4.31 |
|
$ |
2,902 |
Warrants outstanding and exercisable at November 30, 2023 |
|
293,326 |
|
$ |
0.37 |
|
4.31 |
|
$ |
2,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
Weighted |
|
remaining |
|
Aggregate |
|
|
Number of |
|
average |
|
contractual |
|
intrinsic |
(in thousands, except for share data and years) |
|
shares |
|
exercise price |
|
life in years |
|
value |
Warrants outstanding at May 31, 2021 |
|
42,934 |
|
$ |
0.68 |
|
2.89 |
|
$ |
52,671 |
Granted |
|
38,220 |
|
$ |
0.52 |
|
|
|
|
|
Exercised |
|
(5,167) |
|
$ |
0.70 |
|
|
|
|
5,514 |
Forfeited, expired, and cancelled |
|
(2,740) |
|
$ |
0.73 |
|
|
|
|
|
Warrants outstanding at May 31, 2022 |
|
73,248 |
|
$ |
0.59 |
|
3.18 |
|
$ |
352 |
Granted |
|
201,771 |
|
$ |
0.33 |
|
|
|
|
|
Exercised |
|
(6,207) |
|
$ |
0.63 |
|
|
|
|
758 |
Forfeited, expired, and cancelled |
|
(8,902) |
|
$ |
0.75 |
|
|
|
|
|
Warrants outstanding at May 31, 2023 |
|
259,910 |
|
$ |
0.37 |
|
4.57 |
|
$ |
7,276 |
Warrants outstanding and exercisable at May 31, 2023 |
|
259,910 |
|
$ |
0.37 |
|
4.57 |
|
$ |
7,276 |
|