Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.22.1
Subsequent Events
9 Months Ended
Feb. 28, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

On March 18, 2022, the Company issued to an accredited investor in a private placement a total of 2,500,000 shares of common stock, together with warrants to purchase a total of 1,250,000 shares of common stock at an exercise price of $0.40 per share. The warrants have a five-year term and are immediately exercisable. The securities were issued with a combined purchase price of $0.40 per fixed combination of one share of common stock and one-half of one warrant to purchase one share of common stock for total proceeds of $1.0 million. In connection with this purchase, the Company modified agreements related to previous issuances effectively lowering the purchase price of common shares, lowering the exercise price of the underlying warrants, and increasing the warrant coverage on the common stock purchased, resulting in the issuance of an additional approximate 1.1 million shares of common stock and 0.4 million warrants.

On March 25, 2022, the Board of Directors approved the continued appointment of the individuals currently on the Company’s Scientific Advisory Board (the “SAB”) and appointed four new individuals to the SAB. In consideration for their service, each SAB member is awarded an annual grant of options to purchase 50,000 shares of common stock. The stock options generally vest over three years and have a ten-year term. Effective February 24, 2022, nonqualified stock

options were granted to the SAB members exercisable for a total of 645,000 shares of common stock and vesting in installments through May 31, 2023.

On March 27, 2022, the Board of Directors approved the appointment of Karen J. Brunke, Ph.D., as a director of the Company, subject to satisfactory completion of a background check. Her appointment was effective on March 30, 2022. The Board also appointed Dr. Brunke to the Board’s Compensation Committee and Audit Committee.

On March 31, 2022, the Company announced that the FDA placed a full clinical hold on its COVID-19 program and a partial clinical hold on its HIV program in the United States. The Company previously had notified FDA that it was pausing its COVID-19 trials in Brazil. Under the partial clinical hold on the Company’s HIV program, no clinical studies may be initiated or resumed until the partial clinical hold has been resolved. As a result of the partial clinical hold on the HIV program, patients currently enrolled in the extension trials will be transitioned to other available therapeutics. Under the full clinical hold on the COVID-19 program, no new clinical studies may be initiated until the clinical hold is resolved.

In early April 2022, the Company commenced an offering of up to 61.3 million units, with each unit consisting of one share of common stock and three-quarters of a warrant to purchase one share of common stock. The offering is being conducted in a private placement through a placement agent in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated by the SEC thereunder. The securities being offered will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The intended use of proceeds is to fund operations and for general corporate purposes, including the reduction of indebtedness.